ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of October 31, 2000 among the
company or companies designated as Buyer on the signature page hereto (collectively, "Buyer") and the company
or companies designated as Regent on the signature page hereto (collectively, "Regent").
A. Regent owns and operates the following radio broadcast stations (collectively, the "Stations") pursuant to
certain authorizations issued by the FCC:
KTPI-FM and KAVC-AM licensed to Mojave and Tehachapi (i.e.
Palmdale), California; and
KOSS-FM, licensed to Rosamond, California.
B. Buyer desires to purchase and Regent desires to sell the Station Assets (detailed below) in accordance with
the terms and conditions of this Agreement.
NOW, THEREFORE, taking the foregoing into account, and in consideration of the mutual covenants and
agreements set forth herein, the parties, intending to be legally bound, hereby agree as follows:
ARTICLE 1: SALE OF ASSETS
1.1. STATION ASSETS. On the terms and subject to the conditions hereof, on the Closing Date (defined
below), Regent shall assign, transfer, convey and deliver to Buyer, and Buyer shall acquire from Regent, all of the
right, title and interest of Regent in and to all of the assets, properties, interests and rights of Regent of whatsoever
kind and nature, real and personal, tangible and intangible, which are used in the operation of the Stations and
described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"):
(a) all licenses, permits and other authorizations which are issued to Regent by the FCC with respect to the
Stations (the "FCC Licenses") including but not limited to those described on SCHEDULE 1.1(a), including any
renewals or modifications thereof between the date hereof and Closing;
(b) all equipment, electrical devices, towers, antennae, cables, tools, hardware, office furniture and fixtures, office
materials and supplies, invento