DEPOSIT ESCROW AGREEMENT
THIS DEPOSIT ESCROW AGREEMENT (this "Escrow Agreement") is made and entered into this 28th day
of December, 2000, by and among NEXTMEDIA GROUP II, INC. ("Seller"); REGENT BROADCASTING
OF ERIE, INC. and Regent Licensee OF ERIE, Inc. (collectively, "Buyers"); and MEDIA VENTURE
PARTNERS, as escrow agent ("Escrow Agent").
W I T N E S S E T H:
THAT, WHEREAS, Buyers, Seller and NextMedia Licensing, Inc. have entered into a certain Asset Purchase
Agreement, dated as of December 28, 2000 (the "Purchase Agreement"), pursuant to which Buyers will
purchase certain assets and assume certain obligations described in the Purchase Agreement; and
WHEREAS, Buyers and Seller desire Escrow Agent to serve as Escrow Agent for certain monies to be held to
secure Buyers' performance under the Purchase Agreement, and Escrow Agent is willing to do so, all upon the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, on the basis of the mutual promises and covenants set forth herein, it is agreed as follows:
1. Delivery of Escrow Fund
1.1 Simultaneously with the execution hereof, Buyers will deliver to Escrow Agent by wire transfer the sum of
Two Hundred Fifty Thousand Dollars ($250,000.00) or an irrevocable, stand-by letter of credit (in substantially
the form of Attachment 1 hereto) in the aggregate amount of Two Hundred Fifty Thousand Dollars
($250,000.00), which Escrow Agent will hold under the terms of this Agreement (the deposit in cash and/or
letter of credit being referred to herein as the "Escrow Fund").
1.2 The Escrow Fund shall be held on the terms and subject to the limitations set forth herein as a source of funds
for the payment of liquidated damages in the event that a Closing under the Purchase Agreement is not
consummated by reason of a material breach by Buyers, and shall be released by the Escrow Agent in
accordance with the terms and conditions hereinafter set forth.
1.3 In the event the Escrow Fund is in the form of a letter of credi