<SUBMISSION>
<ACCESSION-NUMBER>0000931763-01-502015
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20010930
<FILING-DATE>20011109
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BEASLEY BROADCAST GROUP INC
<CIK>0001099160
<ASSIGNED-SIC>4832
<IRS-NUMBER>650960915
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-29253
<FILM-NUMBER>1780194
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3033 RIVIERA DRIVE
<STREET2>SUITE 200
<CITY>NAPLES
<STATE>FL
<ZIP>34103
<PHONE>9412635000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3033 RIVIERA DRIVE
<STREET2>SUITE 200
<CITY>NAPLES
<STATE>FL
<ZIP>34103
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d10q.txt
<DESCRIPTION>FORM 10-Q
<TEXT>
<PAGE>

================================================================================


                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                ---------------

                                   FORM 10-Q

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the Quarterly Period Ended September 30, 2001

                                      OR

          [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                          Commission File No. 0-29253

                         BEASLEY BROADCAST GROUP, INC.
            (Exact Name of Registrant as Specified in Its Charter)

              Delaware                           65-0960915
        (State of Incorporation)              (I.R.S. Employer
                                            Identification Number)

                         3033 Riviera Drive, Suite 200
                             Naples, Florida 34103
             (Address of Principal Executive Offices and Zip Code)

                                (941) 263-5000
             (Registrant's Telephone Number, Including Area Code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  12 months,  and (2) has been  subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     Class A Common Stock, $.001 par value, 7,252,068 Shares Outstanding as of
November 8, 2001

     Class B Common Stock, $.001 par value, 17,021,373 Shares Outstanding as of
November 8, 2001

================================================================================
<PAGE>

<TABLE>
<CAPTION>
                                     INDEX

                                                                                     Page
                                                                                      No.
                                                                                    ------
                                    PART I

                             FINANCIAL INFORMATION
<S>                                                                                 <C>
Item 1.   Financial Statements (Unaudited)                                             1

          Consolidated Balance Sheets of Beasley Broadcast Group, Inc. as
          of December 31, 2000 and September 30, 2001                                  1

          Consolidated Statements of Operations of Beasley Broadcast
          Group, Inc.for the Three and Nine Months Ended September 30,
          2000 and September 30, 2001                                                  2

          Consolidated Statements of Cash Flows of Beasley Broadcast
          Group, Inc. for the Nine Months Ended September 30, 2000 and
          September 30, 2001                                                           3

          Notes to Consolidated Financial Statements                                   4

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of
          Operations                                                                  13

Item 3.   Quantitative and Qualitative Disclosures About Market Risk                  20

                                   PART II

                             OTHER INFORMATION

Item 1.    Legal Proceedings                                                          22

Item 2.    Changes in Securities and Use of Proceeds                                  22

Item 3.    Defaults Upon Senior Securities                                            22

Item 4.    Submission of Matters to a Vote of Security Holders                        22

Item 5.    Other Information                                                          22

Item 6.    Exhibits and Reports on Form 8-K                                           22

SIGNATURES                                                                            23
</TABLE>
<PAGE>

                         PART I FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         BEASLEY BROADCAST GROUP, INC.

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                     December 31,       September 30,
                                                                                         2000               2001
                                                                                    --------------    -----------------
                                                                                               (Unaudited)
<S>                                                                                   <C>                  <C>
                                      Assets
Current assets:
    Cash and cash equivalents                                                         $   5,742,628        $   4,603,478
    Accounts receivable, less allowance for doubtful accounts of $607,147 in
      2000 and $624,344 in 2001                                                          18,712,862           19,254,846
    Trade sales receivable                                                                  843,843            1,475,284
    Other receivables                                                                       980,504            1,414,066
    Prepaid expenses and other                                                            2,249,615            3,029,938
    Deferred tax assets                                                                     176,000            3,839,000
                                                                                      -------------        -------------
      Total current assets                                                               28,705,452           33,616,612
Notes receivable from related parties                                                     4,990,480            4,897,735
Property and equipment, net                                                              15,619,688           21,314,732
Intangibles, net                                                                        164,893,584          263,327,547
Other investments                                                                         1,523,729              650,002
Other assets                                                                              2,425,631            2,604,729
                                                                                      -------------        -------------
      Total assets                                                                    $ 218,158,564        $ 326,411,357
                                                                                      =============        =============

                    Total Liabilities and Stockholders' Equity
Current liabilities:
    Current installments of long-term debt                                            $       8,352        $  11,258,867
    Accounts payable                                                                      2,355,006            4,552,339
    Accrued expenses                                                                      6,986,006            6,512,200
    Trade sales payable                                                                     798,198            1,184,279
    Derivative financial instruments                                                              -            4,397,000
                                                                                      -------------        -------------
      Total current liabilities                                                          10,147,562           27,904,685
Long-term debt, less current installments                                               103,478,405          214,241,749
Deferred tax liabilities                                                                 25,575,000           23,534,000
                                                                                      -------------        -------------
      Total liabilities                                                                 139,200,967          265,680,434
Preferred stock, $.001 par value, 10,000,000 shares authorized, none issued                       -                    -
Class A common stock, $.001 par value, 150,000,000 shares authorized, 7,252,068
    issued and outstanding                                                                    7,252                7,252
Class B common stock, $.001 par value, 75,000,000 shares authorized, 17,021,373
    issued and outstanding                                                                   17,021               17,021
Additional paid-in capital                                                              106,633,932          106,633,932
Accumulated deficit                                                                     (27,700,608)         (45,927,282)
                                                                                      -------------        -------------
      Stockholders' equity                                                               78,957,597           60,730,923
                                                                                      -------------        -------------
      Total liabilities and stockholders' equity                                      $ 218,158,564        $ 326,411,357
                                                                                      =============        =============
</TABLE>

See accompanying notes to consolidated financial statements

                                       1
<PAGE>

                         BEASLEY BROADCAST GROUP, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
w
<TABLE>
<CAPTION>
                                                                    Three months ended September 30, Nine months ended September 30,
                                                                    -------------------------------- -------------------------------
                                                                         2000             2001            2000             2001
                                                                    --------------    -------------   -------------    -------------
                                                                                (Unaudited)                     (Unaudited)
<S>                                                                 <C>                <C>             <C>             <C>
Net revenues                                                           $ 28,032,797    $ 28,702,673    $ 77,900,520    $ 84,759,628
                                                                       ------------    ------------    ------------    ------------
Costs and expenses:
  Program and production                                                  8,129,023       9,219,974      20,966,406      23,403,216
  Sales and advertising                                                   6,425,430       7,917,572      20,295,787      25,764,150
  Station general and administrative                                      4,284,210       4,013,028      11,590,422      13,091,297
  Corporate general and administrative                                      922,834       1,010,117       2,990,008       3,540,182
  Equity appreciation rights                                                     --              --       1,173,759              --
  Depreciation and amortization                                           4,662,574       7,380,663      12,921,566      20,589,198
  Impairment loss on long-lived assets                                           --       7,000,000              --       7,000,000
                                                                       ------------    ------------    ------------    ------------
    Total costs and expenses                                             24,424,071      36,541,354      69,937,948      93,388,043
       Operating income (loss)                                            3,608,726      (7,838,681)      7,962,572      (8,628,415)
Other income (expense):
  Interest expense                                                       (2,093,204)     (4,588,745)     (6,616,605)    (12,386,322)
  Loss on investment                                                             --              --              --      (1,585,417)
  Loss on decrease in fair value of derivative financial instruments             --      (1,638,000)             --      (4,463,000)
  Other non-operating expenses                                             (200,000)        (66,765)       (264,552)        (69,923)
  Interest income                                                           101,111          97,792         374,204         335,304
  Other non-operating income                                                 14,444         404,776          37,611       2,984,099
                                                                       ------------    ------------    ------------    ------------
       Income (loss) before income taxes                                  1,431,077     (13,629,623)      1,493,230     (23,813,674)
Income tax expense (benefit)                                                651,000      (2,086,000)     29,132,000      (5,546,000)
                                                                       ------------    ------------    ------------    ------------
       Income (loss) before cumulative effect of accounting change          780,077     (11,543,623)    (27,638,770)    (18,267,674)
Cumulative effect of accounting change (net of income tax effect)                --              --              --          41,000
                                                                       ------------    ------------    ------------    ------------
       Net income (loss)                                               $    780,077    $(11,543,623)   $(27,638,770)   $(18,226,674)
                                                                       ============    ============    ============    ============
Basic and diluted earnings per share:
 Income (loss) before cumulative effect of accounting change           $       0.03    $      (0.48)   $      (1.19)   $      (0.75)
  Cumulative effect of accounting change                                         --              --              --              --
                                                                       ------------    ------------    ------------    ------------
  Net income (loss)                                                    $       0.03    $      (0.48)   $      (1.19)   $      (0.75)
                                                                       ============    ============    ============    ============
Basic common shares outstanding                                          24,273,441      24,273,441      23,248,441      24,273,441
                                                                       ============    ============    ============    ============
Diluted common shares outstanding                                        24,277,624      24,297,678      23,248,441      24,306,094
                                                                       ============    ============    ============    ============
</TABLE>

See accompanying notes to consolidated financial statements

                                       2
<PAGE>

                          BEASLEY BROADCAST GROUP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                      Nine months ended September 30,
                                                                                     --------------------------------
                                                                                           2000              2001
                                                                                     ---------------    -------------
                                                                                                (Unaudited)
<S>                                                                                  <C>                <C>
Cash flows from operating activities:
    Net loss                                                                          $ (27,638,770)   $ (18,226,674)
    Adjustments to reconcile net loss to net cash provided by operating activities:
      Depreciation and amortization                                                      12,921,566       20,589,198
      Impairment loss on long-lived assets                                                        -        7,000,000
      Loss on investment                                                                          -        1,585,417
      Loss on decrease in fair value of derivative financial instruments                          -        4,397,000
      Change in assets and liabilities net of effects of acquisitions and
      dispositions of radio stations:
        Increase in receivables                                                            (926,336)      (1,315,394)
        Increase in prepaid expenses and other                                             (202,885)         (49,805)
        Increase in other assets                                                           (660,565)      (1,652,551)
        Increase (decrease) in payables and accrued expenses                             (3,099,884)       1,944,995
        Increase (decrease) in deferred tax liabilities                                  27,029,000       (5,704,000)
                                                                                      -------------    -------------
           Net cash provided by operating activities                                      7,422,126        8,568,186
Cash flows from investing activities:
    Expenditures for property and equipment                                              (1,744,620)      (2,261,127)
    Payments for acquisitions of radio stations                                         (34,780,000)    (128,305,753)
    Payments for signal upgrade                                                                   -       (2,477,000)
    Payment for purchase of equity investment                                               (50,002)               -
    Payments from related parties                                                           556,796           92,745
    Loans to stockholders                                                                  (910,263)               -
    Payments from stockholders                                                            9,768,240                -
                                                                                      -------------    -------------
           Net cash used in investing activities                                        (27,159,849)    (132,951,135)
                                                                                      -------------    -------------
Cash flows from financing activities:
    Proceeds from issuance of indebtedness                                              138,300,523      123,250,000
    Principal payments on indebtedness                                                 (161,888,733)          (6,201)
    Principal payments on related party notes                                           (47,723,076)               -
    Payments of loan fees                                                                (2,893,192)               -
    Capital contributions                                                                   100,000                -
    Stockholder distributions                                                            (2,250,000)               -
    Issuance of common stock                                                             99,009,900                -
    Payment of initial public offering costs                                             (2,593,238)               -
                                                                                      -------------    -------------
           Net cash provided by financing activities                                     20,062,184      123,243,799
                                                                                      -------------    -------------
Net increase (decrease) in cash and cash equivalents                                        324,461       (1,139,150)
Cash and cash equivalents at beginning of period                                          7,002,669        5,742,628
                                                                                      =============    =============
Cash and cash equivalents at end of period                                            $   7,327,130    $   4,603,478
                                                                                      =============    =============
Cash paid for interest                                                                $   9,880,801    $  11,318,441
                                                                                      =============    =============
Cash paid for income taxes                                                            $      26,825    $   3,188,360
                                                                                      =============    =============
Supplement disclosure of non-cash investing and financing activities:
    Financed purchase of equity investment                                            $   3,000,000        $       -
                                                                                      =============    =============
    Equity investment acquired through placement of advertising air time              $     492,479    $     711,690
                                                                                      =============    =============
    Minority interests acquired through issuance of Class A common stock              $   8,370,064    $           -
                                                                                      =============    =============
    Principal payments on indebtedness through placement of advertising air time      $   1,282,778    $   1,229,940
                                                                                      =============    =============
</TABLE>

See accompanying notes to consolidated financial statements

                                       3
<PAGE>

                          BEASLEY BROADCAST GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  Summary of Significant Accounting Policies

(a)  Interim Financial Statements

     In the opinion of management, the accompanying consolidated financial
statements include all adjustments deemed necessary to summarize fairly and
reflect the financial position and results of operations of Beasley Broadcast
Group, Inc. ("the Company") for the interim periods presented. Results of the
third quarter of 2001 are not necessarily indicative of results for the full
year. These consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto contained on Form 10-K
for the year ended December 31, 2000.

(b)  Corporate Reorganization

     Prior to February 11, 2000, the Company's radio stations were operated
through a series of subchapter S corporations, partnerships and limited
liability companies related to one another through common ownership and control.
These subchapter S corporations, partnerships and limited liability companies
were collectively known as Beasley FM Acquisition Corp. and related companies
("BFMA") through February 10, 2000. The accompanying financial statements
include the results of operations of BFMA from January 1, 2000 to February 10,
2000.

     The Company completed an initial public offering of common stock and the
corporate reorganization on February 11, 2000. Immediately prior to the initial
public offering, pursuant to the reorganization, affiliates of BFMA contributed
their equity interests in those entities to the Company, a newly formed holding
company, in exchange for common stock. Immediately after these transactions, the
Company contributed the capital stock and partnership interests acquired to
Beasley Mezzanine Holdings, LLC ("BMH") and BMH became a wholly-owned subsidiary
of the Company. All S corporation elections were terminated and the resulting
entities became C corporations. The reorganization and contribution of equity
interests was accounted for in a manner similar to a pooling of interests as to
the majority owners, and as an acquisition of minority interest using the
purchase method of accounting.

(c)  Derivative Financial Instruments

     The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. The Company uses
interest rate collar and swap agreements to specifically hedge against the
potential impact of increases in interest rates on its credit facility. The
Company records interest differentials as adjustments to interest expense and
changes in fair value of its derivative financial instruments in the period they
occur.

(d)  Revenue Recognition

     Revenue is recognized as advertising air time is broadcast and is net of
advertising agency commissions.

(e)  Income Taxes

     Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

(f)  Earnings per Share

     Basic earnings per share are computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding
for the period. Diluted earnings per share reflect the potential dilution that
could occur if options or other contracts to issue common stock were exercised
or converted into common stock and were not anti-dilutive.

                                       4
<PAGE>

                          BEASLEY BROADCAST GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(g)  Accounting Change

     Effective January 1, 2001, the Company adopted SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes
accounting and reporting standards for derivative instruments, including
derivative instruments embedded in other contracts, and for hedging activities.
In accordance with the transition provisions of SFAS 133, the Company recorded
an asset of $66,000 to recognize its derivatives at fair value and the
cumulative effect of the accounting change, as of January 1, 2001, in the
statement of operations for the nine months ended September 30, 2001. The
cumulative effect of the change, net of income tax effect, decreased the net
loss $41,000 and did not change the net loss per share.

(h)  Recent Accounting Pronouncements

     In September 2000, the FASB issued SFAS 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities." SFAS 140
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. SFAS 140 replaced SFAS 125
and was effective for recognition and reclassification of collateral and for
disclosures relating to securitization transactions and collateral for fiscal
years ending after December 15, 2000. SFAS 140 was effective for transfers and
servicing of financial assets and extinguishments occurring after March 31,
2001. The Company has adopted SFAS 140 with no material impact on its
consolidated financial statements.

     In July 2001, the FASB issued SFAS 141, "Business Combinations", and SFAS
142, "Goodwill and Other Intangible Assets." SFAS 141 requires that the purchase
method of accounting be used for all business combinations initiated after June
30, 2001 as well as all purchase method business combinations completed after
June 30, 2001. SFAS 141 also specifies criteria intangible assets acquired in a
purchase method business combination must meet to be recognized and reported
apart from goodwill, noting that any purchase price allocable to an assembled
workforce may not be accounted for separately. SFAS 142 will require that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead tested for impairment at least annually in accordance
with the provisions of SFAS 142. SFAS 142 will also require that intangible
assets with estimable useful lives be amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for impairment in
accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of."

     The Company is required to adopt the provisions of SFAS 141 immediately,
and SFAS 142 effective January 1, 2002. Furthermore, any goodwill or intangible
assets determined to have an indefinite useful life that is acquired in a
purchase business combination completed after June 30, 2001, but before SFAS 142
is adopted in full will not be amortized, but will continue to be evaluated for
impairment in accordance with the appropriate pre-SFAS 142 accounting
literature. Goodwill and intangible assets acquired in business combinations
completed before July 1, 2001 will continue to be amortized prior to the
adoption of SFAS 142.

     SFAS 141 will require upon adoption of SFAS 142, that the Company evaluate
its existing intangible assets and goodwill that were acquired in a prior
purchase business combination, and to make any necessary reclassifications in
order to conform with the new criteria in SFAS 141 for recognition apart from
goodwill. Upon adoption of SFAS 142, the Company will be required to reassess
the useful lives and residual values of all intangible assets acquired, and make
any necessary amortization period adjustments by the end of the first interim
period after adoption. In addition, to the extent an intangible asset is
identified as having an indefinite useful life, the Company will be required to
test the intangible asset for impairment in accordance with the provisions of
SFAS 142 within the first interim period. Any impairment loss will be measured
as of the date of adoption and recognized as the cumulative effect of a change
in accounting principle in the first interim period.

                                       5
<PAGE>

                          BEASLEY BROADCAST GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

     In connection with the transitional goodwill impairment evaluation, SFAS
142 will require the Company to perform an assessment of whether there is an
indication that goodwill is impaired as of the date of adoption. To accomplish
this, the Company must identify its reporting units and determine the carrying
value of each reporting unit by assigning the assets and liabilities, including
the existing goodwill and intangible assets, to those reporting units as of the
date of adoption. The Company will then have up to six months from the date of
adoption to determine the fair value of each reporting unit and compare it to
the reporting unit's carrying amount. To the extent a reporting unit's carrying
amount exceeds its fair value, an indication exists that the reporting unit's
goodwill may be impaired and the Company must perform the second step of the
transitional impairment test. In the second step, the Company must compare the
implied fair value of the reporting unit's goodwill, determined by allocating
the reporting unit's fair value to all of it assets (recognized and
unrecognized) and liabilities in a manner similar to a purchase price allocation
in accordance with SFAS 141, to its carrying amount, both of which would be
measured as of the date of adoption. This second step is required to be
completed as soon as possible, but no later than the end of the year of
adoption. Any transitional impairment loss will be recognized as the cumulative
effect of a change in accounting principle in the Company's consolidated
statement of operations.

     And finally, any unamortized negative goodwill existing at the date SFAS
142 is adopted must be written off as the cumulative effect of a change in
accounting principle.

     As of the date of adoption, the Company expects to have unamortized
goodwill in the amount of approximately $12.1 million, and unamortized FCC
licenses, which the Company expects to qualify as identifiable intangible assets
with indefinite useful lives, in the amount of approximately $240.4 million, all
of which will be subject to the transition provisions of SFAS 141 and SFAS 142.
Amortization expense related to goodwill was $1.1 million and $981,000 for the
year ended December 31, 2000 and the nine months ended September 30, 2001,
respectively. Amortization expense related to FCC licenses was $12.1 million and
$14.5 million for the year ended December 31, 2000 and the nine months ended
September 30, 2001, respectively. Because of the extensive effort needed to
comply with adopting SFAS 141 and SFAS 142, it is not practicable to reasonably
estimate the impact of adopting these statements on the Company's consolidated
financial statements at the date of this report, including whether it will be
required to recognize any transitional impairment losses as the cumulative
effect of a change in accounting principle.

(2)  Acquisitions

(a)  Current Acquisitions

     As of February 1, 2001, the Company acquired all of the outstanding common
stock of Centennial Broadcasting Nevada, Inc. and all of the membership
interests in Centennial Broadcasting, LLC for an aggregate purchase price,
subject to certain adjustments, of approximately $116.3 million, which included
a working capital adjustment of approximately $2.8 million. Centennial
Broadcasting Nevada, Inc. owns approximately 18.5% of the membership interests
in Centennial Broadcasting, LLC. Centennial Broadcasting, LLC owns the radio
stations KJUL-FM, KSTJ-FM and KKLZ-FM in Las Vegas, Nevada and WRNO-FM, KMEZ-FM
and WBYU-AM in New Orleans, Louisiana. This acquisition was partially funded by
surplus working capital and partially financed through the Company's credit
facility. The acquisition was accounted for by the purchase method of
accounting.

     On April 2, 2001, the Company acquired the assets of WKXC-FM and WSLT-FM in
Augusta, Georgia for approximately $12.0 million. This acquisition was partially
funded by surplus working capital and partially financed through the Company's
credit facility. The acquisition was accounted for by the purchase method of
accounting.

                                       6
<PAGE>

                          BEASLEY BROADCAST GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


    The aggregate purchase price for the current acquisitions was allocated as
follows:

   Accounts receivable, net                                     $  2,233,223
   Prepaid expenses and other                                        730,518
   Property and equipment                                          5,526,234
   FCC broadcasting licenses                                     119,772,766
   Goodwill                                                          201,000
   Other assets                                                        6,625
   Accounts payable                                                  (32,000)
   Accrued expenses                                                 (132,613)
                                                             ----------------
                                                                $128,305,753
                                                             ================

(b)  Unaudited Pro Forma Results of Operations

     The following unaudited pro forma information presents the results of
operations for the three and nine months ended September 30, 2000 and 2001, with
pro forma adjustments as if the acquisitions of the stations had occurred on
January 1, 2000.

     This unaudited pro forma information is not necessarily indicative of what
would have occurred had the acquisitions occurred on January 1, 2000 or of
results that may occur in the future.

<TABLE>
<CAPTION>
                                                    Three Months Ended September 30,          Nine Months Ended September 30,
                                                  -------------------------------------    --------------------------------------
                                                       2000                 2001                 2000                 2001
                                                  ----------------     ----------------    -----------------    -----------------
<S>                                               <C>                  <C>                 <C>                  <C>
   Net revenues                                      $ 32,709,515         $ 28,702,673         $ 93,800,216         $ 86,396,655
                                                  ----------------     ----------------    -----------------    -----------------
  Costs and expenses:
      Program and production                            9,246,429            9,219,974           24,444,800           23,926,717
      Sales and advertising                             7,957,018            7,917,572           25,545,854           26,313,523
      Station general and administrative                5,000,101            4,013,028           13,964,726           13,477,832
      Corporate general and administrative                922,834            1,010,117            2,990,008            3,540,182
      Equity appreciation rights                                -                    -            1,173,759                    -
      Depreciation and amortization                     6,911,116            7,380,663           20,359,773           21,338,712
      Impairment loss on long-lived assets                      -            7,000,000                    -            7,000,000
                                                  ----------------     ----------------    -----------------    -----------------
         Total costs and expenses                      30,037,498           36,541,354           88,478,920           95,596,966
            Operating income (loss)                     2,672,017           (7,838,681)           5,321,296           (9,200,311)
   Other income (expense):
      Interest expense                                 (4,519,688)          (4,588,745)         (14,657,093)         (13,066,765)
      Loss on investment                                        -                    -                    -           (1,585,417)
      Loss on decrease in fair value
         of derivative financial instruments                    -           (1,638,000)                   -           (4,463,000)
      Other non-operating expenses                       (200,000)             (66,765)            (264,552)             (69,923)
      Interest income                                     101,111               97,792              374,204              335,304
      Other non-operating income                           14,444              404,776               37,611            2,984,099
                                                  ----------------     ----------------    -----------------    -----------------
         Loss before income taxes                      (1,932,116)         (13,629,623)          (9,188,534)         (25,066,013)
   Income tax expense (benefit)                          (477,000)          (2,086,000)          25,519,000           (5,973,000)
                                                  ----------------     ----------------    -----------------    -----------------
         Loss before cumulative effect
            of accounting change                       (1,455,116)         (11,543,623)         (34,707,534)         (19,093,013)
   Cumulative effect of accounting
      change (net of income tax effect)                         -                    -                    -               41,000
                                                  ----------------     ----------------    -----------------    -----------------
         Net loss                                    $ (1,455,116)        $(11,543,623)        $(34,707,534)        $(19,052,013)
                                                  ================     ================    =================    =================
   Basic and diluted net loss per share              $      (0.06)        $      (0.48)        $      (1.49)        $      (0.78)
                                                  ================     ================    =================    =================
   Basic common shares outstanding                     24,273,441           24,273,441           23,248,441           24,273,441
                                                  ================     ================    =================    =================
   Diluted common shares outstanding                   24,277,624           24,297,678           23,248,441           24,306,094
                                                  ================     ================    =================    =================
</TABLE>

                                       7
<PAGE>

                          BEASLEY BROADCAST GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(c)  Pending Disposition

     On October 31, 2001, the Company entered into a definitive agreement with
Wilks Broadcasting LLC to sell WRNO-FM and KMEZ-FM in the New Orleans market for
approximately $23.0 million, subject to certain adjustments. In connection with
the definitive agreement, the Company entered into a time brokerage agreement
("TBA"), which permits Wilks Broadcasting to operate WRNO-FM and KMEZ-FM,
beginning November 1, 2001 in exchange for a monthly fee and reimbursement of
certain expenses. The TBA will terminate upon the sale of WRNO-FM and KMEZ-FM,
which the Company expects to complete during the first quarter of 2002. On
October 31, 2001, the carrying amount of WRNO-FM and KMEZ-FM exceeded the sales
price, therefore the Company recorded an impairment loss on long-lived assets of
$7.0 million for the three and nine months ended September 30, 2001.

(3)  Intangibles

     Intangibles, at cost, is comprised of the following:

<TABLE>
<CAPTION>
                                                                         December 31,        September 30,
                                                                             2000                 2001
                                                                       -----------------    -----------------
   <S>                                                                 <C>                  <C>
   FCC broadcasting licenses                                               $188,307,206         $304,214,612
   Goodwill                                                                  25,219,054           25,404,561
   Advertising base                                                           4,139,251            3,633,752
   Loan fees                                                                  5,816,671            4,252,268
   Noncompete agreements                                                      1,120,000                    -
   Other intangibles                                                          6,011,469            3,048,548
                                                                       -----------------    -----------------
                                                                            230,613,651          340,553,741
   Less accumulated amortization                                            (65,720,067)         (77,226,194)
                                                                       -----------------    -----------------
                                                                           $164,893,584         $263,327,547
                                                                       =================    =================
</TABLE>

(4)  Other Investments

     In December 1999, the Company entered into an agreement to purchase 750,000
shares of preferred stock of eTour, Inc. in exchange for $3.0 million of
advertising air time. The Company earned these shares as advertisements were
placed over the term of the agreement. For the nine months ended September 30,
2001, eTour, Inc. placed advertising air time totaling approximately $712,000,
and for the nine months ended September 30, 2001, the Company earned
approximately 178,000 shares. The shares contain restrictions that generally
limit the Company's ability to sell or otherwise dispose of them. The investment
was recorded using the cost method of accounting.

     On May 7, 2001, the Company received a letter from the management of eTour
stating that eTour is in the process of winding down. Based on this information,
the Company stopped placement of any further advertising air time for eTour and
recorded a loss on investment of approximately $1.6 million, the recorded cost
of the 396,354 shares earned as of May 7, 2001.

                                       8
<PAGE>

                          BEASLEY BROADCAST GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(5)  Long-Term Debt

     On August 14, 2001, the Company entered into an amendment to its credit
agreement that revised certain financial covenants.

     As of September 30, 2001, the maximum commitment under the credit facility
is $300.0 million and the outstanding balance is $225.5 million. The credit
facility bears interest at either the base rate or LIBOR plus a margin that is
determined by the Company's debt to cash flow ratio. The base rate is equal to
the higher of the prime rate or the overnight federal funds effective rate plus
0.5%. As of December 31, 2000 and September 30, 2001, the credit facility
carried interest at an average rate of 7.9375% and 6.625%, respectively.
Interest is generally payable monthly through maturity on June 30, 2008. The
scheduled reductions in the amount available under the credit facility may
require principal repayments if the outstanding balance at that time exceeds the
new maximum amount available under the credit facility. The Company has entered
into interest rate hedge agreements as discussed in note 8. The credit agreement
requires the Company to maintain certain financial ratios and includes
restrictive covenants. The restrictive covenants prohibit the payment of
dividends. The loans are secured by substantially all assets of the Company.

     On January 14, 2000, the Company executed a $3.0 million promissory note in
favor of FindWhat.com as consideration for the purchase of 600,000 shares of
common stock. The note bears interest at 5.73% per annum and matures on January
14, 2002. All outstanding principal and accrued interest is due at maturity,
however the Company may repay the note in full with an equivalent amount of
advertising air time as specified in the loan agreement and a related
advertising agreement with FindWhat.com. As of September 30, 2001, the
outstanding principal amount has been repaid in full through the placement of
advertising air time. The note is guaranteed by BFMA.

(6)  Related Party Transactions

     The Company leases office and studio broadcasting space in Ft. Myers,
Florida from its principal stockholder, George G. Beasley. For the three and
nine months ended September 30, 2000, rental expense paid to Mr. Beasley was
approximately $24,000 and $72,000, respectively. For the three and nine months
ended September 30, 2001, rental expense paid to Mr. Beasley was approximately
$25,000 and $76,000, respectively.

     The Company leases a radio tower in Augusta, Georgia from Wintersrun
Communications, Inc. ("WCI"), which is owned by George G. Beasley and Brian E.
Beasley. For the three and nine months ended September 30, 2000, rental expense
paid to WCI was approximately $5,000 and $14,000, respectively. For the three
and nine months ended September 30, 2001, rental expense paid to WCI was
approximately $6,000 and $17,000, respectively.

     The Company leases office and studio broadcasting space in Boca Raton,
Florida from Beasley Family Towers, Inc. ("BFT"). For the three and nine months
ended September 30, 2000, rental expense paid to BFT was approximately $21,000
and $24,000, respectively. For the three and nine months ended September 30,
2001, rental expense paid to BFT was approximately $18,000 and $54,000,
respectively.

     The Company leases office space in Naples, Florida from Beasley
Broadcasting Management Corp. ("BBMC"), which is wholly-owned by George G.
Beasley. For the three and nine months ended September 30, 2000, rental expense
paid to BBMC was approximately $23,000 and $63,000, respectively. For the three
and nine months ended September 30, 2001, rental expense paid to BBMC was
approximately $26,000 and $76,000, respectively.

     The Company leases certain radio towers from BFT. The lease agreements
expire on December 28, 2020. For the three and nine months ended September 30,
2001, rental expense paid to BFT was approximately $120,000 and $361,000,
respectively. Notes receivable from BFT are due in monthly payments, including
interest at 6.77%. The notes mature on December 28, 2020. For the three and nine
months ended September 30, 2001, interest income on the notes receivable from
BFT was approximately $86,000 and $258,000, respectively.

                                       9
<PAGE>

                          BEASLEY BROADCAST GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(7)  Commitments and Contingencies

     In 1997, the Company entered into contracts for the radio broadcast rights
relating to the Miami Dolphins, Florida Marlins and Florida Panthers sports
franchises. These contracts grant WQAM-AM the exclusive, English language rights
for live radio broadcasts of the sporting events of these franchises for a five-
year term that began in 1997. The contracts require the Company to pay certain
fees and to provide commercial advertising and other considerations. For the
three and nine months ended September 30, 2000, the contract expense calculated
on a straight-line basis and other direct expenses exceeded related revenues by
$1.6 million and $3.4 million, respectively. For the three and nine months ended
September 30, 2001, the contract expense calculated on a straight-line basis and
other direct expenses exceeded related revenues by $1.6 million and $3.1
million, respectively. Unless the Company is able to increase its revenues under
these contracts during the remaining three quarters, the contracts are likely to
have a material adverse effect on the Company's results of operations. However,
in light of the uncertainty regarding future revenues, the amount of any future
loss cannot be determined at this time.

     In the normal course of business, the Company is party to various legal
matters. The ultimate disposition of these matters will not, in management's
judgment, have a material adverse effect on the Company's financial position.

(8)  Derivative Financial Instruments

     The Company uses interest rate collar and swap agreements to hedge against
the potential impact of increases in interest rates on the credit facility. For
the three and nine months ended September 30, 2000, the Company received
additional interest of approximately $25,000 and $113,000, respectively. For the
three and nine months ended September 30, 2001, the Company paid additional
interest of approximately $468,000 and $574,000, respectively. The amount
received or paid is based on the differential between the specified rates of the
collar and swap agreements and the variable interest rate of the credit
facility.

     As of September 30, 2001, the Company's collar agreements are summarized in
the following chart:

<TABLE>
<CAPTION>
                                                                                           Estimated
                             Notional                                  Expiration             Fair
        Agreement             Amount         Floor        Cap              Date               Value
  --------------------    -------------    ---------    --------    ----------------    ---------------
  <S>                     <C>              <C>          <C>         <C>                  <C>
  Interest rate           $20,000,000      6.69%        8%          May 2002               $ (528,000)
   collar
  Interest rate           $20,000,000      5.45 %       7.5%        November 2002            (635,000)
   collar
  Interest rate           $20,000,000      5.75 %       7.35%       November 2002            (700,000)
   collar
  Interest rate           $55,000,000      4.95 %       7%          October 2003           (2,534,000)
   collar
                                                                                        ---------------
                                                                                          $(4,397,000)
                                                                                        ===============
</TABLE>

(9)  Other Non-Operating Income

     On March 23, 2001, the Company received a $2.6 million payment on a related
party receivable previously written off prior to the Company's initial public
offering on February 11, 2000. The resulting gain is recorded in other
non-operating income in the consolidated statement of operations for the nine
months ended September 30, 2001.

                                       10
<PAGE>

                          BEASLEY BROADCAST GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(10) Income Taxes

     Income tax expense (benefit) from continuing operations is as follows:


<TABLE>
<CAPTION>
                                           Three months ended September 30,        Nine months ended September 30,
                                           -----------------------------------     ----------------------------------
                                                2000                2001                2000               2001
                                           ----------------    ---------------     ---------------    ---------------
<S>                                        <C>                 <C>                 <C>                <C>
   Federal:
      Current                                   $  957,000      $           -         $ 1,722,000      $           -
      Deferred                                    (424,000)        (1,858,000)         22,130,000         (4,677,000)
                                           ----------------    ---------------     ---------------    ---------------
                                                   533,000         (1,858,000)         23,852,000         (4,677,000)
   State:
      Current                                      212,000             70,000             381,000            183,000
      Deferred                                     (94,000)          (298,000)          4,899,000         (1,027,000)
                                           ----------------    ---------------     ---------------    ---------------
                                                   118,000           (228,000)          5,280,000           (844,000)
                                           ----------------    ---------------     ---------------    ---------------
                                                $  651,000      $  (2,086,000)        $29,132,000      $  (5,521,000)
                                           ================    ===============     ===============    ===============
</TABLE>

     Income tax expense (benefit) differs from the amounts that would result
from applying the federal statutory rate of 34% to the Company's net loss as
follows:


<TABLE>
<CAPTION>

                                                   Three months ended September 30,       Nine months ended September 30,
                                                  -----------------------------------    -----------------------------------
                                                       2000               2001                2000                2001
                                                  ---------------    ----------------    ----------------    ---------------

<S>                                               <C>                <C>                 <C>                 <C>
   Expected tax expense (benefit)                     $  487,000        $(4,634,000)          $  508,000       $(8,074,000)
   State income taxes, net of federal benefit             66,000            (89,000)              69,000          (495,000)
   Establishment of deferred tax assets and
      liabilities upon conversion from a
      subchapter S corporation to a
      subchapter C corporation on
      February 11, 2000                                        -                   -          28,297,000                  -
   Non-deductible impairment loss on long-
     lived assets                                              -           2,380,000                   -          2,380,000
   Non-deductible depreciation and
      amortization of Centennial
      Broadcasting acquisition                                 -             145,000                   -            387,000
   Non-deductible amortization of minority
      interest acquisitions                               54,000              47,000             140,000            142,000
   Other                                                  44,000              65,000             118,000            139,000
                                                  ---------------    ----------------    ----------------    ---------------
                                                      $  651,000        $(2,086,000)         $29,132,000       $(5,521,000)
                                                  ===============    ================    ================    ===============
</TABLE>

     Temporary differences that give rise to the components of deferred tax
assets and liabilities, as of December 31, 2000 and September 30, 2001 are as
follows:

<TABLE>
<CAPTION>
                                                                                     2000                 2001
                                                                                ----------------     ----------------
<S>                                                                             <C>                  <C>
 Allowance for doubtful accounts                                                 $      176,000        $     241,000
   Derivative financial instruments                                                           -            1,698,000
   Net operating loss carryforwards                                                           -            1,900,000
   Unrealized loss on investment                                                        927,000              927,000
                                                                                ----------------     ----------------
      Gross deferred tax assets                                                       1,103,000            4,766,000
   Property and equipment                                                              (869,000)          (1,302,000)
   Intangibles                                                                      (25,633,000)         (23,159,000)
                                                                                ----------------     ----------------
      Gross deferred tax liabilities                                                (26,502,000)         (24,461,000)
                                                                                ----------------     ----------------
      Net deferred tax liabilities                                               $  (25,399,000)       $ (19,695,000)
                                                                                ================     ================
</TABLE>

                                       11
<PAGE>

                          BEASLEY BROADCAST GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(11) Segment Information

     Segment information is as follows:

<TABLE>
<CAPTION>
                                                Three months ended September 30,        Nine months ended September 30,
                                              -------------------------------------    -----------------------------------
                                                                                       --------------- --- ---------------
                                                   2000                 2001                2000                2001
                                              ----------------    -----------------    ---------------     ---------------
<S>                                           <C>                 <C>                  <C>                 <C>
   Net revenues:
      Radio Group One                            $ 18,573,723        $  16,243,258      $  49,794,648        $ 48,552,113
      Radio Group Two                               9,459,074            8,796,766         28,105,872          25,971,437
      Radio Group Three                                     -            3,662,649                  -          10,236,078
                                              ----------------    -----------------    ---------------     ---------------
      Total net revenues                           28,032,797           28,702,673         77,900,520          84,759,628
                                              ----------------    -----------------    ---------------     ---------------
   Broadcast cash flow:
      Radio Group One                            $  5,795,527        $   3,905,126      $  15,144,024        $ 12,761,400
      Radio Group Two                               3,398,607            2,640,430          9,903,881           6,895,005
      Radio Group Three                                     -            1,006,543                  -           2,844,560
                                              ----------------    -----------------    ---------------     ---------------
      Total broadcast cash flow                     9,194,134            7,552,099         25,047,905          22,500,965
                                              ----------------    -----------------    ---------------     ---------------
   Reconciliation to income (loss)
      before income taxes:
      Corporate general and administrative       $   (922,834)       $  (1,010,117)     $  (2,990,008)       $ (3,540,182)
      Equity appreciation rights                            -                    -         (1,173,759)                  -
      Depreciation and amortization                (4,662,574)          (7,380,663)       (12,921,566)        (20,589,198)
      Impairment loss on long-lived assets                  -           (7,000,000)                 -          (7,000,000)
      Interest expense                             (2,093,204)          (4,588,745)        (6,616,605)        (12,386,322)
      Other non-operating income (loss)               (84,445)          (1,202,197)           147,263          (2,798,937)
                                              ----------------    -----------------    ---------------     ---------------
         Income (loss) before income taxes       $  1,431,077        $ (13,629,623)     $   1,493,230        $(23,813,674)
                                              ================    =================    ===============     ===============
</TABLE>

     Radio Group One includes radio stations located in Miami-Ft. Lauderdale,
FL, Ft. Myers-Naples, FL, West Palm Beach, FL and Greenville-New
Bern-Jacksonville, NC. Radio Group Two includes radio stations located in
Atlanta, GA, Philadelphia, PA, Boston, MA, Fayetteville, NC, and Augusta, GA.
Radio Group Three includes radio stations located in Las Vegas, NV and New
Orleans, LA.

     Broadcast cash flow consists of operating income (loss) before corporate
general and administrative expenses, equity appreciation rights, depreciation
and amortization and impairment loss on long-lived assets.

(12) Equity Plan

     During the nine months ended September 30, 2001, the Company granted
105,000 stock options, with an exercise price per share equal to the closing
stock price on the respective grant dates. The issued stock options have
ten-year terms and generally vest ratably and become fully exercisable after a
period of three to four years from the date of grant, however some contain
performance-related provisions that may delay vesting beyond four years. During
the three and nine months ended September 30, 2001, no options were exercised.
During the nine months ended September 30, 2001, the number of options forfeited
was 16,000. As of September 30, 2001, the number of options exercisable was
787,565 and the weighted-average exercise price of those options was $15.39.

                                       12
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     You should read the following discussion together with the financial
statements and related notes included elsewhere in this report. The results
discussed below are not necessarily indicative of the results to be expected in
any future periods. Certain matters discussed herein are forward-looking
statements. This report contains "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements other than statements of historical fact
are "forward-looking statements" for purposes of federal and state securities
laws, including any projections of earnings, revenues or other financial items;
any statements of the plans, strategies and objectives of management for future
operations; any statements concerning proposed new services or developments; any
statements regarding future economic conditions or performance; any statements
of belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words "may," "will," "estimate,"
"intend," "continue," "believe," "expect" or "anticipate" and other similar
words. Such forward-looking statements may be contained in "Management's
Discussion and Analysis of Financial Condition and Results of Operations," among
other places.

     Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as well as
any forward-looking statements, are subject to change and to inherent risks and
uncertainties, such as economic changes, unforeseen media events that would
cause the company to broadcast commercial free for any period of time, and
changes in the radio broadcasting industry generally. Key risks to our company
are described in our annual report on Form 10-K filed with the Securities and
Exchange Commission. We do not intend, and undertake no obligation, to update
any forward-looking statement.

General

     A radio broadcasting company derives its revenues primarily from the sale
of broadcasting time to local and national advertisers. The advertising rates
that a radio station is able to charge and the number of advertisements that can
be broadcast without jeopardizing listener levels largely determine those
revenues. Advertising rates are primarily based on three factors:

     . a radio station's audience share in the demographic groups targeted by
       advertisers, as measured principally by quarterly reports issued by The
       Arbitron Ratings Company;

     . the number of radio stations in the market competing for the same
       demographic groups; and

     . the supply of and demand for radio advertising time.

     Several factors may adversely affect a radio broadcasting company's
performance in any given period. In the radio broadcasting industry, seasonal
revenue fluctuations are common and are due primarily to variations in
advertising expenditures by local and national advertisers. Typically, revenues
are lowest in the first calendar quarter of the year. We generally incur
advertising and promotional expenses to increase listenership and Arbitron
ratings. However, because Arbitron reports ratings quarterly in most of our
markets, any increased ratings, and therefore increased advertising revenues,
tend to lag behind the incurrence of advertising and promotional spending.

     In the broadcasting industry, radio stations often utilize trade or barter
agreements to reduce expenses by exchanging advertising time for goods or
services. In order to maximize cash revenue from our spot inventory, we minimize
our use of trade agreements and during the five years prior to 2000 have held
barter revenues under 5% of our gross revenues and barter related broadcast cash
flow under 3% of our broadcast cash flow. In 2000, barter revenues increased as
a percentage of our gross revenues and barter related broadcast cash flow
increased as a percentage of our broadcast cash flow due to our investments in
eTour, Inc. and FindWhat.com. Due to the completion of our obligations to eTour,
Inc. and FindWhat.com, we expect barter revenues and related broadcast cash flow
to return to historical percentages of our gross revenues and broadcast cash
flow during 2002.

                                       13
<PAGE>

     We calculate same station results by comparing the performance of radio
stations at the end of a relevant period to the performance of those same
stations in the prior year's corresponding period, including the effect of
barter revenues and expenses. These results exclude one station that changed
formats during the fourth quarter of 2000, six stations that were acquired
during the first quarter of 2001 and two stations acquired during the second
quarter of 2001. Broadcast cash flow consists of operating income (loss) before
corporate general and administrative expenses, equity appreciation rights,
depreciation and amortization and impairment loss on long-lived assets and may
not be comparable to similarly titled measures employed by other companies. Same
station broadcast cash flow is the broadcast cash flow of the radio stations
included in our same station calculations.

Recent Event

     On October 31, 2001, we entered into a definitive agreement with Wilks
Broadcasting LLC to sell WRNO-FM and KMEZ-FM in the New Orleans market for
approximately $23.0 million, subject to certain adjustments. In connection with
the definitive agreement, we entered into a time brokerage agreement ("TBA"),
which permits Wilks Broadcasting to operate WRNO-FM and KMEZ-FM, beginning
November 1, 2001 in exchange for a monthly fee and reimbursement of certain
expenses. The TBA will terminate upon the sale of WRNO-FM and KMEZ-FM, which we
expect to complete during the first quarter of 2002. On October 31, 2001, the
carrying amount of WRNO-FM and KMEZ-FM exceeded the sales price, therefore we
recorded an impairment loss on long-lived assets of $7.0 million for the three
and nine months ended September 30, 2001. During the fourth quarter, we expect
to record additional expenses related to severance and the assignment of
contracts.

Results of Operations

     Several factors affected our results of operations in the nine months ended
September 30, 2000 that did not affect the corresponding period of the current
year. First, we redeemed, for cash in the first quarter, equity appreciation
rights previously granted to two of our station managers, as we do not believe
this form of compensation is well-suited to public companies. In connection with
this redemption, we recorded an expense of approximately $1.2 million in the
first quarter of 2000. Second, in connection with our reorganization in February
2000, our net stockholders' equity was reduced by approximately $27.6 million to
establish the net deferred tax liability resulting from the termination of our
subchapter S status.

     As of February 1, 2001, we purchased three FM radio stations in the Las
Vegas market and two FM and one AM radio stations in the New Orleans market for
an aggregate purchase price of approximately $113.5 million, plus a working
capital adjustment of approximately $2.8 million. This acquisition contributed
to higher net revenues and station operating expenses during the three and nine
months ended September 30, 2001.

     On April 2, 2001, we acquired two FM radio stations in the Augusta, Georgia
market for approximately $12.0 million. This acquisition contributed to higher
net revenues and station operating expenses during the three months and nine
months ended September 30, 2001.

     On May 7, 2001, we received a letter from the management of eTour stating
that eTour is in the process of winding down. Based on this information, we
stopped placement of any further advertising air time for eTour and recorded a
loss on investment of approximately $1.6 million, the recorded cost of the
396,354 shares earned as of May 7, 2001.

     In 1997, we entered into contracts for the radio broadcast rights relating
to the Miami Dolphins, Florida Marlins and Florida Panthers sports franchises.
These contracts grant WQAM-AM the exclusive, English language rights for live
radio broadcasts of the sporting events of these franchises for a five-year term
that began in 1997. The contracts require us to pay certain fees and to provide
commercial advertising and other considerations. For the three and nine months
ended September 30, 2000, the contract expense calculated on a straight-line
basis and other direct expenses exceeded related revenues by $1.6 million and
$3.4 million, respectively. For the three and nine months ended September 30,
2001, the contract expense calculated on a straight-line basis and other direct
expenses exceeded related revenues by $1.6 million and $3.1 million,
respectively. Unless we are able to generate increased revenues under these
contracts during the remaining three quarters, the contracts are likely to have
a material adverse effect on our results of operations. However, in light of the
uncertainty regarding future revenues, the amount of any future loss cannot be
determined at this time.

                                       14
<PAGE>

     During the first three quarters of 2001, we have experienced a softer
advertising environment due to slowing economic conditions. We expect this
environment to continue into the fourth quarter and possibly into 2002. In
response to the expected reduction in net revenues we have taken significant
steps to cut costs not vital to programming and sales during the fourth quarter
of 2001, including continued consolidation of our operations.

     Three Months ended September 30, 2001 Compared to the Three Months Ended
September 30, 2000

     Net Revenue. Net revenue increased 2.4% to $28.7 million for the three
months ended September 30, 2001 from $28.0 million for three months ended
September 30, 2000. The increase was primarily due to our radio station
acquisitions in the Las Vegas and New Orleans markets during the first quarter
of 2001 and in the Augusta, Georgia market during the second quarter of 2001.
The increase was partially offset by lower revenues at most of our radio
stations due to the softer advertising environment and at WPTP-FM in the
Philadelphia market due to a format change during the fourth quarter of 2000. On
a same station basis, net revenues decreased 9.6% to $23.4 million for the three
months ended September 30, 2001 from $25.9 million for three months ended
September 30, 2000.

     Station Operating Expenses. Station operating expenses increased 12.3% to
$21.2 million for the three months ended September 30, 2001 from $18.8 million
for three months ended September 30, 2000. The increase was primarily due to our
radio station acquisitions in the Las Vegas and New Orleans markets during the
first quarter of 2001 and in the Augusta, Georgia market during the second
quarter of 2001. The increase was partially offset by lower station operating
expenses at most of our radio stations in our response to the softer advertising
environment. On a same station basis, station operating expenses decreased 2.0%
to $16.7 million for the three months ended September 30, 2001 from $17.0
million for three months ended September 30, 2000.

     Broadcast Cash Flow. Broadcast cash flow decreased 17.9% to $7.6 million
for the three months ended September 30, 2001 from $9.2 million for three months
ended September 30, 2000. The decrease was primarily due to lower revenues at
most of our radio stations due to the softer advertising environment and at
WPTP-FM in the Philadelphia market due to a format change during the fourth
quarter of 2000. The decrease was partially offset by additional broadcast cash
flow associated with our radio station acquisitions in the Las Vegas market
during the first quarter of 2001. On a same station basis, broadcast cash flow
decreased 24.3% to $6.7 million for the three months ended September 30, 2001
from $8.9 million for three months ended September 30, 2000.

     Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased 9.5% to $1.0 million for the three months
ended September 30, 2001 from $0.9 million for three months ended September 30,
2000. The increase was primarily due to higher general and administrative
expenses associated with our radio station acquisitions in the Las Vegas and New
Orleans markets during the first quarter of 2001 and in the Augusta, Georgia
market during the second quarter of 2001.

     Depreciation and Amortization. Depreciation and amortization increased
58.3% to $7.4 million for the three months ended September 30, 2001 from $4.7
million for three months ended September 30, 2000. The increase was primarily
due to additional amortization and depreciation expense associated with our
radio station acquisitions in the Las Vegas and New Orleans markets during the
first quarter of 2001 and in the Augusta, Georgia market during the second
quarter of 2001.

     Interest Expense. Interest expense increased 119.2% to $4.6 million for the
three months ended September 30, 2001 from $2.1 million for three months ended
September 30, 2000. The increase was primarily due to increased borrowings under
our credit facility to finance the radio station acquisitions in the Las Vegas
and New Orleans markets during the first quarter of 2001 and in the Augusta,
Georgia market during the second quarter of 2001 with draws from our credit
facility.

     Net Income (Loss). Net loss for the three months ended September 30, 2001
was $11.5 million compared to net income of $0.8 million for three months ended
September 30, 2000. The change was primarily due to the decrease in broadcast
cash flow, the increase in depreciation and amortization and interest expense, a
$7.0 million impairment loss on long-lived assets due to the impending sale of
WRNO-FM and KMEZ-FM in the New Orleans market and an additional $1.6 million
loss in the fair value of our derivative financial instruments due to the
adoption of SFAS 133 in 2001.

                                       15
<PAGE>

     Nine Months ended September 30, 2001 Compared to the Nine Months Ended
September 30, 2000

     Net Revenue. Net revenue increased 8.8% to $84.8 million for the nine
months ended September 30, 2001 from $77.9 million for nine months ended
September 30, 2000. The increase was primarily due to our radio station
acquisitions in the Miami-Ft. Lauderdale and West Palm Beach markets during the
second quarter of 2000, in the Las Vegas and New Orleans markets during the
first quarter of 2001 and in the Augusta, Georgia market during the second
quarter of 2001. The increase was partially offset by lower revenues at most of
our radio stations due to the softer advertising environment and at WPTP-FM in
the Philadelphia market due to the format change during the fourth quarter of
2000. On a same station basis, net revenues decreased 3.7% to $70.0 million for
the nine months ended September 30, 2001 from $72.7 million for nine months
ended September 30, 2000.

     Station Operating Expenses. Station operating expenses increased 17.8% to
$62.3 million for the nine months ended September 30, 2001 from $52.9 million
for nine months ended September 30, 2000. The increase was primarily due to our
radio station acquisitions in the Las Vegas and New Orleans markets during the
first quarter of 2001 and in the Augusta, Georgia market during the second
quarter of 2001. In addition, promotions budgets have been larger at most of our
radio stations during the first two quarters of 2001 to help generate growth in
net revenues. During the third quarter of 2001, the increases were partially
offset by lower station operating expenses at most of our radio stations in our
response to the continued softer advertising environment. On a same station
basis, station operating expenses increased 3.2% to $49.2 million for the nine
months ended September 30, 2001 from $47.7 million for nine months ended
September 30, 2000.

     Broadcast Cash Flow. Broadcast cash flow decreased 10.2% to $22.5 million
for the nine months ended September 30, 2001 from $25.0 million for nine months
ended September 30, 2000. The decrease was primarily due to lower revenues at
most of our radio stations due to the softer advertising environment and at
WPTP-FM in the Philadelphia market due to a format change during the fourth
quarter of 2000. The decrease was partially offset by additional broadcast cash
flow associated with our radio station acquisitions in the Miami-Ft. Lauderdale
and West Palm Beach markets during the second quarter of 2000, in the Las Vegas
and New Orleans markets during the first quarter of 2001 and in the Augusta
market during the second quarter of 2001. On a same station basis, broadcast
cash flow decreased 16.9% to $20.8 million for the nine months ended September
30, 2001 from $25.0 million for nine months ended September 30, 2000.

     Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased 18.4% to $3.5 million for the nine months
ended September 30, 2001 from $3.0 million for nine months ended September 30,
2000. The increase was primarily due to higher general and administrative
expenses associated with our radio station acquisitions in the Las Vegas and New
Orleans markets during the first quarter of 2001 and in the Augusta, Georgia
market in the second quarter of 2001. In addition, the increase is due to our
operating as a public company for the entire first three quarters of 2001 as
compared to a partial first three quarters in 2000.

     Depreciation and Amortization. Depreciation and amortization increased
59.3% to $20.6 million for the nine months ended September 30, 2001 from $12.9
million for nine months ended September 30, 2000. The increase was primarily due
to additional amortization and depreciation expense associated with our radio
station acquisitions in the Miami-Ft. Lauderdale and West Palm Beach in the
second quarter of 2000, in the Las Vegas and New Orleans markets in the first
quarter of 2001 and in the Augusta, Georgia market in the second quarter of
2001.

     Interest Expense. Interest expense increased 87.2% to $12.4 million for the
nine months ended September 30, 2001 from $6.6 million for nine months ended
September 30, 2000. The increase was primarily due to increased borrowings under
our credit facility to finance the radio station acquisitions in the Miami-Ft.
Lauderdale and West Palm Beach in the second quarter of 2000, in the Las Vegas
and New Orleans markets in the first quarter of 2001 and in the Augusta, Georgia
market in the second quarter of 2001 with draws from our credit facility. The
increase was partially offset by a decrease in interest rates on our credit
facility.

     Net Loss. Net loss for the nine months ended September 30, 2001 was $18.2
million compared to a net loss of $27.6 million for nine months ended September
30, 2000. The change was primarily due the establishment of a $27.6 million net
deferred tax liability upon conversion from a series of subchapter S
corporations to a series of subchapter C corporations as a result of the initial
public offering and corporate reorganization in 2000. In 2000, the

                                       16
<PAGE>

net loss was also increased by the redemption of equity appreciation rights for
$1.2 million. In 2001, the net loss was increased by a $7.0 million impairment
loss on long-lived assets due to the impending sale of WRNO-FM and KMEZ-FM in
the New Orleans market, a $1.6 million loss on investment and a $4.5 million
loss in the fair value of our derivative financial instruments due to the
adoption of SFAS 133 and decreased by a $2.6 million gain on a previously
written off related party receivable.

Liquidity and Capital Resources

     Overview. Historically, we have used a significant portion of our liquidity
to consummate acquisitions. These acquisitions have been funded from one or a
combination of the following sources:

     .   our credit facility;

     .   disposing of radio stations in transactions which are intended to
         qualify as like-kind exchanges under Section 1031 of the Internal
         Revenue Code;

     .   internally-generated cash flow; and

     .   advances to us from George G. Beasley, members of his family and
         affiliated entities.

     Other liquidity needs have been for debt service, working capital,
distributions to equity holders and general corporate purposes, including
capital expenditures. In the future, we expect that our principal liquidity
requirements will be for working capital and general corporate purposes,
including acquisitions of additional radio stations. We expect to finance future
acquisitions through a combination of bank borrowings, internally generated
funds and our stock.

     As of September 30, 2001, we held $4.6 million in cash and cash equivalents
and had $74.5 million in availability under our credit facility. We believe that
the cash available from operations as well as the availability from our credit
facility should be sufficient to permit us to meet our financial obligations for
at least the next twelve months.

     Net Cash Provided by (Used in) Operating Activities. Net cash provided by
operating activities was $7.4 million and $8.6 million for the nine months ended
September 30, 2000 and 2001, respectively. The change is primarily due to the
$2.6 million gain on a previously written off related party receivable and the
$3.8 million increase in non-cash working capital during the first nine months
of 2001, partially offset by a decrease in broadcast cash flow totaling $2.5
million and additional interest expense associated with financing our radio
station acquisitions totaling $5.8 million. In 2000, net cash provided by
operating activities was decreased by the redemption of equity appreciation
rights totaling $1.2 million and additional current income tax expense of $1.9
million.

     Net Cash Provided by (Used in) Investing Activities. Net cash used in
investing activities was $27.2 million and $133.0 million for the nine months
ended September 30, 2000 and 2001, respectively. The change is primarily due to
the acquisition of three radio stations in the Las Vegas market, three radio
stations in the New Orleans market and two radio stations in the Augusta,
Georgia market in 2001 for an aggregate $128.3 million compared to the
acquisition of two radio stations in the Atlanta market, one radio station in
the Boston market, two radio stations in the Miami-Ft. Lauderdale market and one
radio station in the West Palm Beach market in 2000 for an aggregate $34.8
million. In addition, net cash used in investing activities was also increased
in 2001 by payments totaling $2.5 million for a signal upgrade. Net cash used in
2000 was offset by the repayment of loans to the former S corporation
stockholders and increased by repayment of notes receivable from related parties
and stockholders.

     Net Cash Provided by (Used in) by Financing Activities. Net cash provided
by financing activities was $20.1 million and $123.2 million for the nine months
ended September 30, 2000 and 2001, respectively. The change is primarily due to
financing the acquisition of three radio stations in the Las Vegas market, three
radio stations in the New Orleans market and two radio stations in the Augusta,
Georgia market in 2001 for an aggregate $123.2 million compared to the
acquisition of two radio stations in the Atlanta market, one radio station in
the Boston market, two radio stations in the Miami-Ft. Lauderdale market and one
radio station in the West Palm Beach market in 2000 for

                                       17
<PAGE>

an aggregate $34.8 million. In 2000, net cash was increased by the initial
public offering proceeds, less associated costs, which were used to repay $58.5
million of the credit facility and all outstanding notes payable to related
parties. In 2000, we also refinanced our credit facility with an outstanding
balance of $102.2 million and paid loan fees totaling $2.9 million. In 2000, net
cash was also decreased by distributions totaling $2.3 million to the former S
corporation stockholders.

     Credit Facility. As of September 30, 2001, the maximum commitment under our
credit facility was $300.0 million and the outstanding balance is $225.5
million. The credit facility consists of $150.0 million revolving credit loan
and a $150.0 million term loan. The revolving credit loan includes a $50.0
million sub-limit for letters of credit. The credit facility bears interest at
either the base rate or LIBOR plus a margin that is determined by our debt to
cash flow ratio. The base rate is equal to the higher of the prime rate or the
overnight federal funds effective rate plus 0.5%. As of September 30, 2001, the
credit facility carried interest at an average rate of 6.625%. Interest is
generally payable monthly through maturity on June 30, 2008. The scheduled
reductions in the amount available under the credit facility may require
principal repayments if the outstanding balance at that time exceeds the new
maximum available amount under the credit facility. The credit agreement
requires us to maintain certain financial ratios and includes restrictive
covenants. The loans are secured by substantially all assets of the company.

     As of September 30, 2001, the scheduled reductions of the maximum
commitment of the credit facility for the next five fiscal years and thereafter
are as follows:

<TABLE>
<CAPTION>
                                                      Revolving                              Total Credit
                                                     Credit Loan          Term Loan            Facility
                                                   ----------------    -----------------    ----------------
          <S>                                      <C>                 <C>                  <C>
           2002                                       $          -         $ 15,000,000        $ 15,000,000
           2003                                                  -           22,500,000          22,500,000
           2004                                         15,000,000           22,500,000          37,500,000
           2005                                         22,500,000           22,500,000          45,000,000
           Thereafter                                  112,500,000           67,500,000         180,000,000
                                                   ----------------    -----------------    ----------------
               Total                                  $150,000,000         $150,000,000        $300,000,000
                                                   ================    =================    ================
</TABLE>

     We must pay a quarterly unused commitment fee, which is based upon our
total leverage to operating cash flow ratio and ranges from 0.25% to 0.375% of
the unused portion of the maximum commitment. If the unused portion exceeds 50%
of the maximum commitment, the fee is increased by 0.375%. For the three and
nine months ended September 30, 2001, our unused commitment fee was
approximately $71,000 and $256,000, respectively.

     We are required to satisfy financial covenants, which require us to
maintain specified financial ratios and to comply with financial tests, such as
ratios for maximum total leverage, minimum interest coverage and minimum fixed
charges. On August 14, 2001, we entered into an amendment to our credit
agreement that revised certain financial covenants as follows:

     . Maximum Total Leverage Test. For the period from April 1, 2001 through
       September 30, 2001, the required maximum ratio is 6.5 times. For the
       period from July 1, 2001 through March 30, 2002, the required maximum
       ratio is 7.0 times. As of March 31, 2002, the required maximum ratio is
       6.25 times. For the period from April 1, 2002 through December 31, 2002,
       the required maximum ratio is 6.0 times. For each twelve-month period
       after December 31, 2002, the maximum ratio will decrease by 0.5 times.
       For all periods after January 1, 2006, the maximum ratio is 4.0 times.

     . Minimum Interest Coverage Test. From closing through September 30, 2001,
       our operating cash flow for the four quarters ending on the last day of
       each fiscal quarter must have not been less than 1.75 times the amount of
       our interest expense. For the period from October 1, 2001 through March
       31, 2002, the minimum ratio is 1.5 times. For the period from April 1,
       2002 through September 30, 2002, the minimum ratio is 1.75 times. For all
       periods after October 1, 2002, the minimum ratio is 2.0 times.

     In addition, the operating cash flow definition has been revised to
disregard certain losses associated with the Florida Marlins sports contract
until its expiration in the fourth quarter of 2001. As of September 30, 2001, we
were in compliance with all applicable financial covenants.

                                       18
<PAGE>

     The credit facility also prohibits us from paying cash dividends and
restricts our ability to make other distributions with respect to our capital
stock. The credit facility also contains other customary restrictive covenants.
These covenants limit our ability to:

     .   incur additional indebtedness and liens;

     .   enter into certain investments or joint ventures;

     .   consolidate, merge or effect asset sales;

     .   make overhead expenditures;

     .   enter sale and lease-back transactions;

     .   sell or discount accounts receivable;

     .   enter into transactions with affiliates or stockholders;

     .   sell, assign, pledge, encumber or dispose of capital stock; or

     .   change the nature of our business.

Recent Pronouncements

     In September 2000, the FASB issued SFAS 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities." SFAS 140
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. SFAS 140 replaced SFAS 125
and was effective for recognition and reclassification of collateral and for
disclosures relating to securitization transactions and collateral for fiscal
years ending after December 15, 2000. SFAS 140 was effective for transfers and
servicing of financial assets and extinguishments occurring after March 31,
2001. We have adopted SFAS 140 with no material impact on our consolidated
financial statements.

     In July 2001, the FASB issued SFAS 141, "Business Combinations", and SFAS
142, "Goodwill and Other Intangible Assets." SFAS 141 requires that the purchase
method of accounting be used for all business combinations initiated after June
30, 2001 as well as all purchase method business combinations completed after
June 30, 2001. SFAS 141 also specifies criteria intangible assets acquired in a
purchase method business combination must meet to be recognized and reported
apart from goodwill, noting that any purchase price allocable to an assembled
workforce may not be accounted for separately. SFAS 142 will require that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead tested for impairment at least annually in accordance
with the provisions of SFAS 142. SFAS 142 will also require that intangible
assets with estimable useful lives be amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for impairment in
accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of."

     We are required to adopt the provisions of SFAS 141 immediately, and SFAS
142 effective January 1, 2002. Furthermore, any goodwill or intangible assets
determined to have an indefinite useful life that is acquired in a purchase
business combination completed after June 30, 2001, but before SFAS 142 is
adopted in full will not be amortized, but will continue to be evaluated for
impairment in accordance with the appropriate pre-SFAS 142 accounting
literature. Goodwill and intangible assets acquired in business combinations
completed before July 1, 2001 will continue to be amortized prior to the
adoption of SFAS 142.

     SFAS 141 will require upon adoption of SFAS 142, that we evaluate our
existing intangible assets and goodwill that were acquired in a prior purchase
business combination, and to make any necessary reclassifications in order to
conform with the new criteria in SFAS 141 for recognition apart from goodwill.
Upon adoption of SFAS 142, we will be required to reassess the useful lives and
residual values of all intangible

                                       19
<PAGE>

assets acquired, and make any necessary amortization period adjustments by the
end of the first interim period after adoption. In addition, to the extent an
intangible asset is identified as having an indefinite useful life, we will be
required to test the intangible asset for impairment in accordance with the
provisions of SFAS 142 within the first interim period. Any impairment loss will
be measured as of the date of adoption and recognized as the cumulative effect
of a change in accounting principle in the first interim period.

     In connection with the transitional goodwill impairment evaluation, SFAS
142 will require us to perform an assessment of whether there is an indication
that goodwill is impaired as of the date of adoption. To accomplish this, we
must identify our reporting units and determine the carrying value of each
reporting unit by assigning the assets and liabilities, including the existing
goodwill and intangible assets, to those reporting units as of the date of
adoption. We will then have up to six months from the date of adoption to
determine the fair value of each reporting unit and compare it to the reporting
unit's carrying amount. To the extent a reporting unit's carrying amount exceeds
its fair value, an indication exists that the reporting unit's goodwill may be
impaired and we must perform the second step of the transitional impairment
test. In the second step, we must compare the implied fair value of the
reporting unit's goodwill, determined by allocating the reporting unit's fair
value to all of it assets (recognized and unrecognized) and liabilities in a
manner similar to a purchase price allocation in accordance with SFAS 141, to
its carrying amount, both of which would be measured as of the date of adoption.
This second step is required to be completed as soon as possible, but no later
than the end of the year of adoption. Any transitional impairment loss will be
recognized as the cumulative effect of a change in accounting principle in our
consolidated statement of operations.

     And finally, any unamortized negative goodwill existing at the date SFAS
142 is adopted must be written off as the cumulative effect of a change in
accounting principle.

     As of the date of adoption, we expect to have unamortized goodwill in the
amount of approximately $12.1 million, and unamortized FCC licenses, which we
expect to qualify as identifiable intangible assets with indefinite useful
lives, in the amount of approximately $240.4 million, all of which will be
subject to the transition provisions of SFAS 141 and SFAS 142. Amortization
expense related to goodwill was $1.1 million and $981,000 for the year ended
December 31, 2000 and the nine months ended September 30, 2001, respectively.
Amortization expense related to FCC licenses was $12.1 million and $14.5 million
for the year ended December 31, 2000 and the nine months ended September 30,
2001, respectively. Because of the extensive effort needed to comply with
adopting SFAS 141 and SFAS 142, it is not practicable to reasonably estimate the
impact of adopting these statements on our consolidated financial statements at
the date of this report, including whether it will be required to recognize any
transitional impairment losses as the cumulative effect of a change in
accounting principle.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Market risk is the risk of loss arising from adverse changes in market
rates and prices such as interest rates, foreign currency exchange rate and
commodity prices. Our primary exposure to market risk is interest rate risk
associated with our credit facility. Amounts borrowed under the credit facility
incur interest at the London Interbank Offered Rate, or LIBOR, plus additional
basis points depending on the outstanding principal balance under the credit
facility. As of September 30, 2001, $225.5 million was outstanding under our
credit facility. We evaluate our exposure to interest rate risk by monitoring
changes in interest rates in the market place.

     To manage interest rate risk associated with our credit agreement, we have
entered into several interest rate collar agreements.

     An interest rate collar is the combined purchase and sale of an interest
rate cap and an interest rate floor so as to keep interest rate exposure within
a defined range. We have purchased four interest rate collars. Under these
agreements, our base LIBOR cannot exceed the cap interest rate and our base
LIBOR cannot fall below our floor interest rate.

     Notional amounts are used to calculate the contractual payments to be
exchanged under the contract. As of December 31, 2000 and September 30, 2001,
the notional amount upon maturity of these collar agreements is approximately
$100.0 million and $115.0 million, respectively.

                                       20
<PAGE>

     As of September 30, 2001, our collar agreements are summarized in the
following chart:

<TABLE>
<CAPTION>
                                                                                           Estimated
                             Notional                                  Expiration             Fair
        Agreement             Amount        Floor        Cap              Date               Value
   --------------------    -------------    ---------    --------    ----------------    ---------------
   <S>                     <C>              <C>          <C>         <C>                 <C>
   Interest rate           $20,000,000      6.69%         8%          May 2002             $   (528,000)
   collar
   Interest rate           $20,000,000      5.45%       7.5%          November 2002            (635,000)
   collar
   Interest rate           $20,000,000      5.75%      7.35%          November 2002            (700,000)
   collar
   Interest rate           $55,000,000      4.95%         7%          October 2003           (2,534,000)
   collar
                                                                                         ---------------
                                                                                           $ (4,397,000)
                                                                                         ===============
</TABLE>

                                       21
<PAGE>

                            PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     We currently and from time to time are involved in litigation incidental to
the conduct of our business, but we are not a party to any lawsuit or proceeding
which, in the opinion of management, is likely to have a material adverse effect
on us.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

     Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.

ITEM 5.  OTHER INFORMATION.

     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

  Exhibit
  Number     Description
  -----      -----------
    2.1      Agreement of purchase and sale of assets by and among Beasley FM
             Acquisition Corp., Beasley Broadcasting of Nevada, LLC, KJUL
             License, LLC, Wilks Broadcasting, LLC and Wilks License Co., LLC,
             dated as of October 31, 2001.

   10.1      First amendment to credit agreement between Beasley Mezzanine
             Holdings, LLC and Fleet National Bank, as syndication agent, Bank
             of America, as documentation agent, the Bank of New York, as
             co-documentation agent and managing agent, and the Bank of
             Montreal, Chicago Branch, as administrative agent, dated August 14,
             2001.

   10.2      Time brokerage agreement by and among Beasley Broadcasting of
             Nevada, LLC, KJUL License, LLC and Wilks Broadcasting, LLC, dated
             as of October 31, 2001.

   99.1      Press release for sale of WRNO-FM and KMEZ-FM in New Orleans,
             Louisiana.

----------

(b) No reports on Form 8-K were filed during the three month period ended
September 30, 2001

                                       22
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  November 9, 2001                BEASLEY BROADCAST GROUP, INC.


                                           /s/ George G. Beasley
                                       ------------------------------------
                                       Name:   George G. Beasley
                                       Title:  Chairman of the Board and Chief
                                                Executive Officer

Date:  November 9, 2001
                                           /s/ Caroline Beasley
                                       ------------------------------------
                                       Name:   Caroline Beasley
                                       Title:  Vice President, Chief Financial
                                                Officer, Secretary, Treasurer
                                                and Director

                                       23

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>3
<FILENAME>dex21.txt
<DESCRIPTION>AGREEMENT OF PURCHASE AND SALE OF ASSETS
<TEXT>
<PAGE>

                   AGREEMENT OF PURCHASE AND SALE OF ASSETS
                   ----------------------------------------

          This Agreement, dated as of October 31, 2001, by and among Beasley
Broadcasting of Nevada, LLC. a North Carolina limited liability company
("Beasley"), KJUL License, LLC, a North Carolina limited liability company
("Licensing" and together with Beasley being hereinafter sometimes referred to
as "Sellers"), and Wilks Broadcasting LLC, a Delaware limited liability company
("Buyer"), and Wilks License Co., LLC, a Delaware limited liability company
("License Co." and together with Buyer being hereinafter sometimes referred to
as "Buyers").

                              W I T N E S S E T H:

          WHEREAS, Sellers are the owner of radio stations WRNO-FM, licensed to
New Orleans, Louisiana and KMEZ(FM), licensed to Belle Chasse, Louisiana (the
"Stations"), pursuant to certain authorizations issued by the Federal
Communications Commission (the "Commission" or "FCC") and Sellers own or lease
certain assets used or held for use in connection with the operation of the
Stations;

          WHEREAS, Sellers desire to sell, assign and transfer the Stations, its
FCC authorizations for the Stations and its interest in the assets and business
of the Stations, and Buyers desire to acquire the Stations, the FCC
authorizations for the Stations, and the assets and business of the Stations,
all on the terms and subject to the conditions hereinafter set forth; and

          WHEREAS, concurrently with the execution and delivery of this
Agreement, Buyer and Seller have entered into a Time Brokerage Agreement dated
as of the date hereof (the "TBA").

          NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, and upon the terms and subject
to the conditions hereinafter set forth, the parties hereto hereby agree as
follows:

                                   ARTICLE 1
                    Purchase and Sale of Business and Assets
                    ----------------------------------------

          1.1  Purchased Assets.  Subject to and upon the terms and conditions
               ----------------
of this Agreement, Sellers shall sell, transfer, convey, assign, grant and
deliver to Buyers, and Buyers shall purchase, at the Closing (as hereinafter
defined) all right, title and interest in and to all business, properties,
assets, machinery, equipment, furniture, fixtures, franchises, goodwill and
rights of Sellers as a going concern, of every nature, kind and description,
tangible and intangible, owned or leased, wheresoever located and whether or not
carried or reflected on the books or records of any of Sellers, that are used or
held for use in the operation of any of the Stations, including, without
limitation, all properties, assets, rights, licenses, permits and franchises of
and/or pertaining to any of the Stations, and all properties, assets and rights
described in the form of Bill of Sale annexed as Exhibit 1.1 hereto (the "Bill
                                                 -----------
of Sale"), but excluding the "Excluded Assets", as hereinafter defined.  All of
the foregoing are herein collectively referred to as the "Purchased Assets" and
include without limitation all of the

<PAGE>

following (it being understood that License Co. shall acquire all right, title
and interest of any of Sellers in and to the Commission Authorizations (as
hereinafter defined) and Buyer shall acquire all of the other Purchased Assets):

          (a) Commission Authorizations.  All right, title and interest of any
              -------------------------
of Sellers in and to all licenses, permits, approvals, construction permits and
authorizations issued or granted by the FCC and used or held for use in the
operation of any of the Stations, and any and all broadcast auxiliary
facilities, boosters and repeaters associated with any of the Stations
(hereinafter the "Commission Authorizations"), including, without limitation,
all of those listed in Schedule 5.7(b) of the Disclosure Schedule (as such term
                       ---------------
is hereinafter defined), together with any applications therefor, renewals,
extensions or modifications thereof and additions thereto.

          (b) Other Authorizations.  All right, title and interest of any of
              --------------------
Sellers in and to all licenses, permits, variances, franchises, certifications,
approvals, construction permits and authorizations issued or granted by any
administrative body or licensing authority or governmental or regulatory agency,
other than Commission Authorizations, used or held for use in the operation of
any of the Stations and/or the ownership and/or use of the Purchased Assets
(hereinafter the "Other Authorizations" and, collectively with the Commission
Authorizations, the "Authorizations"), including, without limitation, all of
those listed in Schedule 5.7(b) of the Disclosure Schedule, together with any
                ---------------
applications therefor, renewals, extensions or modifications thereof and
additions thereto.

          (c) Tangible Personal Property.  All fixed and tangible personal
              --------------------------
property used or held for use, by or for any of the Stations and/or any of
Sellers in the business or operation of any of the Stations as such operations
are currently conducted, including, but not limited to, any physical assets and
equipment, leasehold improvements, machinery, vehicles, furniture, fixtures,
transmitting towers, transmitters, antennae, office materials and supplies,
spare parts and music libraries, including, without limitation, those listed in
Schedule 5.9 of the Disclosure Schedule, together with all replacements thereof,
------------
additions and alterations thereto, and substitutions therefor, made between the
date hereof and the Closing Date (hereinafter collectively the "Tangible
Personal Property"), provided that to the extent any Tangible Personal Property
is leased or co-owned by any of Sellers, only such leasehold or co-ownership
interest will be included in the Purchased Assets.

          (d) Real Property.  All land, buildings, improvements, fixtures, and
              -------------
transmitting towers (to the extent they constitute fixtures or other interests
in real property and not Tangible Personal Property) and other real property
owned by any of Sellers, and all right, title, and interest of any of Sellers in
and to all leaseholds and other interests in real property and the buildings and
improvements thereon and appurtenances thereto, including, without limitation,
any easements, variances, and air rights, and all security deposits with respect
to any of the foregoing (subject to the provisions of Section 2.5), used or held
for use by or for any of the Stations and/or any of Sellers in the business or
operation of any of the Stations as currently conducted (the foregoing
hereinafter collectively called the "Real Properties"), provided that to the
extent any Real Property is leased or co-owned by any of Sellers, only such
leasehold or co-ownership interest will be included in the Purchased Assets.

                                      -2-
<PAGE>

          (e) Advertising Contracts.  All right, title and interest of any of
              ---------------------
Sellers in and to all orders and agreements for the sale of advertising time on
any of the Stations for cash and all trade, barter and similar agreements for
the sale of advertising time on any of the Stations other than for cash, and all
such orders and agreements for advertising time entered into in the ordinary
course of business between the date hereof and the Closing Date, and to the
extent the foregoing have not been performed as of the Closing Date, in each
case to which any of Sellers or any of the Stations is a party and to be assumed
by Buyer pursuant to this Agreement (hereinafter collectively "Advertising
Contracts").

          (f) Agreements.  All right, title and interest of any of Sellers in
              ----------
and to the contracts, agreements, and leases, including, without limitation, all
program licenses, and agreements and contracts to broadcast product or programs
on any of the Stations, to which any of Sellers or any of the Stations is a
party and to be assumed by Buyer pursuant to this Agreement (hereinafter,
together with the Advertising Contracts, collectively, "Contracts"), and all
rights of any of Sellers under all confidentiality agreements in favor of any of
Sellers and/or any of the Stations and/or relating to any of the Stations.

          (g) Intangibles.  All right, title and interest of any of Sellers in
              -----------
and to the call letters "WRNO-FM" and "KMEZ(FM)", together with all copyrights,
trademarks, trade names, logos, slogans, jingles, service marks, applications
for any of the foregoing, all telephone numbers and listings, trade secrets,
confidential or proprietary information and other intangible property used or
held for use by or for any of the Stations and/or any of Sellers in the business
or operation of any of the Stations as currently operated, and any and all
universal resource locators ("URLs"), domain names, of or maintained by or for
any of the Stations, including without limitation, the URLs "www.wrno.com", and
"www.oldschool1029.com" (the "Station URLs") and, the HTML code ("Code") created
by or for any of Sellers exclusively for the sites directly accessed (e.g. sites
with the same top level URL and not sites with other top level URLs even if such
sites are maintained on the same server) through such Station URLs as of the
date of this Agreement (collectively the "Site") and all goodwill associated
with any of the above (hereinafter collectively the "Intangibles").

          (h) Deposits and Prepaid Items.  Subject to the provisions of Section
              --------------------------
2.5, all right, title and interest of any of Sellers in and to all deposits and
prepaid items relating to any of the Purchased Assets or the operation or
business of any of the Stations (other than unearned insurance premiums).

          (i) Programs.  All right, title and interest of any of Sellers in and
              --------
to all computer systems (including without limitation, management information
and order systems, hardware, software, servers, computers, printers, scanners,
monitors, peripheral and accessory devices and the related media, manuals,
documentation and user guides) of or used by or for the Business, all right,
title and interest of any of Sellers in and to all related claims, credits, and
rights of recovery and set-off with respect thereto, and all of the right, title
and interest (including by reason of license or lease) of any of Sellers or the
Business in or to any software, computer program or software product owned,
used, developed or being developed by or for the Business, whether for internal
use or for sale or license to others, and any software, computer program or
software product licensed by any of Sellers for use by the Business, and all
proprietary rights of

                                      -3-
<PAGE>

any of Sellers or the Business, whether or not patented or copyrighted,
associated therewith (collectively, "Programs").

          (j) Documentation.  All documentation, records and software, whether
              -------------
in electronic or print form, currently in the possession or under the control of
any of Sellers evidencing, representing or containing or relating to any Program
or used in the Business, including, without limitation, any manuals, functional
and design specifications, user and programmer instructions, coding, testing
notes, error reports and logs, patches and patch instructions, itemizations of
development tools, and all other writings which would be necessary or helpful to
a skilled programmer to understand, maintain and enhance any Program
(collectively, "Documentation").

          (k) FCC Logs.  All FCC logs and similar records in the possession of
              --------
any of Sellers that relate to the operation of any of the Stations ("FCC Logs").

          (l) Business Records.  All reports, statements, books, financial
              ----------------
records, engineering and advertising reports, programming studies, consulting
reports, marketing data, technical information, specifications, research and
development information, engineering drawings, manuals, computer programs, tapes
and software, business and personnel records, mailing and listener lists, lists
of vendors or other suppliers and any other information in tangible form, used
or held for use by or for any of the Stations and/or any of Sellers in the
business or operation of any of the Stations or relating to any of the Purchased
Assets (hereinafter collectively "Business Records").

          (m) Goodwill.  All goodwill in, and going concern value of, each of
              --------
the Stations (if any).

     1.2  Excluded Assets. Notwithstanding anything set forth in Section 1.1,
          ---------------
the Purchased Assets shall not include the following (the "Excluded Assets"):

          (a) All cash, cash equivalents or similar type investments of Sellers,
such as certificates of deposit, money market accounts, commercial paper,
Treasury bills and other marketable securities on hand and/or in banks or in
inter-company or inter-affiliate accounts, any security deposits and any
insurance policies, contracts of insurance, and any proceeds therefrom (except
to the extent otherwise provided in Section 10.1 hereof), promissory notes,
amounts due from employees, bonds, letters of credit, other similar items, and
any cash surrender value in regard thereto.

          (b) All assets used or held for use exclusively in the operation of
standard broadcast station WBYU(AM), New Orleans and those other assets listed
in Schedule 1.2(b) of the Disclosure Schedule.
   ---------------

          (c) All supplies, spare parts and similar items of tangible personal
property consumed in the ordinary course of business between the date of this
Agreement and the Closing Date and in conformity with the terms and provisions
of this Agreement.

          (d) Certain personal effects identified in Schedule 1.2(d) of the
                                                     ---------------
Disclosure Schedule.

                                      -4-
<PAGE>

          (e) Sellers' Tax records, corporate seal, minute books, organizational
documents, such books and records as pertain solely to the organization,
existence and capitalization and Taxes of Sellers, such books and records as any
Seller is required by law to retain, and duplicate copies of the books and
records necessary to enable any Seller to file its Tax returns and reports.

          (f) All accounts receivable of Sellers and/or any of the Stations, as
of 11:59 p.m., local time, on the day prior to the TBA Commencement Date (as
herein defined), in respect of air time broadcast by Sellers prior to the TBA
Commencement Date.

          (g) Any assets, trusts, insurance policies, contracts, reserves or
arrangements relating to any compensation or benefit plan, contract or
arrangement in effect as of the Closing Date including, without limitation, all
pension, retirement, welfare, profit sharing, stock option or stock purchase,
savings and thrift, bonus, incentive or deferred compensation, severance pay,
vacation, sick pay, personal day and medical, vision, dental, accident,
disability, life and other health and hospitalization insurance plans in which
any current or former employee (or dependent of any such employee) of any of
Sellers or any of the Stations participates or is entitled to benefits (the
"Employee Benefit Plans").

          (h) any interest in and to any refunds or overpayments of Taxes for
periods prior to the Closing Date.

          (i) The accounting, payroll, general ledger and accounts payable
software systems, used or held for use in the operation of the Stations;
provided, however, that promptly after the TBA Commencement Date, Beasley will
provide Buyer with a hard copy print out of the general ledger current as of the
TBA Commencement Date.

     1.3  Title to Purchased Assets.  Title to all of the Purchased Assets
          -------------------------
shall be transferred to Buyers free and clear of any liens, pledges, charges,
mortgages, security interests, restrictions, easements, liabilities, claims,
title defects, encumbrances or rights of others of every kind and description
(collectively, "Liens"), except for those Liens listed in Schedule 1.3 of the
                                                          ------------
Disclosure Schedule, said Liens so listed being herein called the "Permitted
Liens."

     1.4  The Business.  The business, operations, obligations and activities
          ------------
of Sellers principally related to any of the Stations and/or the use of any of
the Purchased Assets in the operation of any of the Stations are herein
collectively referred to as the "Business."

     1.5  Assignments of Contracts.  Buyer and Sellers acknowledge that the
          ------------------------
rights of Sellers under certain of the Contracts to be included in the Purchased
Assets, and the rights and benefits thereunder necessary or appropriate or
relating to the conduct of the business and activities of any of Sellers and/or
any of the Stations, may not, by their terms, be assignable.  Anything in this
Agreement or in the Obligations Undertaking (as hereinafter defined) to the
contrary notwithstanding, this Agreement shall not constitute an agreement to
assign any such Contract and Buyer shall not be deemed to have assumed the same
or to be required to perform any obligations thereunder, if an attempted
assignment thereof, without the consent of a third party thereto, would
constitute a breach thereof or in any material way affect the rights under any
such Contract of Buyer or any of Sellers thereunder.  In such event, Sellers
will cooperate with

                                      -5-
<PAGE>

Buyer to provide for Buyer after the Closing all benefits to which any of
Sellers is entitled under such Contracts, and any transfer or assignment to
Buyer by any of Sellers of any such Contract or any right or benefit arising
thereunder or resulting therefrom which shall require the consent or approval of
any third party shall be made subject to such consent or approval being
obtained. Sellers shall use their reasonable commercial efforts prior to, and if
requested by Buyer after, the Closing Date to obtain all consents and approvals
necessary or required for the transfer and assignment of the Contracts to Buyer,
in each case in form and substance reasonably satisfactory to Buyer; it being
understood, that such commercial efforts shall include Sellers paying the
assignment fee under the Employment Agreement, dated November 20, 1998, between
Stephen H. Johnson and John Walton and Beasley (formerly known as Centennial
Broadcasting LLC).

          1.6  Satisfaction of Liens.  At the Closing, Sellers shall cause all
               ---------------------
Liens on or relating to any of the Purchased Assets (other than Permitted
Liens), to be released, extinguished and discharged in full, and shall deliver
to Buyer instruments releasing, extinguishing and discharging all such Liens,
and all rights and claims of any holder(s) of any of such Liens with respect to
any of the Purchased Assets, all in such form and substance as Buyer shall
reasonably require (collectively the "Lien Release Instruments").

          1.7  Receivables.  At Closing, Sellers shall appoint Buyer their sole
               -----------
and exclusive agent for collecting Receivables during the Collection Period (as
hereafter defined).  In such regard, at Closing Sellers shall deliver to Buyer a
complete and detailed statement showing the name, amount and age of each
Receivable.  From the Closing Date until 120 days thereafter (the "Collection
Period"), Buyer shall endeavor to collect Receivables, as agent for Sellers and
on Sellers' behalf, but in accordance with Buyer's normal collection procedures
as in effect from time to time (and without being required to resort to
litigation or collection proceedings), and, Sellers agree that during such
period of time they shall refrain from taking action (whether in connection with
collection or otherwise) in respect of the Receivables.  Buyer shall have the
right and authority to endorse, without recourse, with the name of any of
Sellers, any checks received in respect of any Receivables.  As soon as
practicable, but in no event later than the 30th day of each calendar month
beginning with the first full month after the Closing Date or the next business
day thereafter if the 30th is not a business day, Buyer will furnish Sellers
with an accounting of the Receivables collected during the preceding calendar
month, and, on such day, Buyer shall remit to Beasley the net amount of all
Receivables collected on Sellers' behalf by Buyer during such calendar month
after deducting therefrom any applicable agency, sales and other commissions
paid by Buyer as set forth below.  Within 20 business days after the end of the
Collection Period, Buyer will furnish Sellers with a final and up-to-date
accounting of the Receivables, and thereafter Sellers shall be solely
responsible for the collection of any remaining Receivables; provided, however,
that any funds received by Buyer subsequent to the Collection Period on account
of any Receivables paid or payable to any of Sellers, less any applicable
agency, sales or other commissions to the extent paid by Buyer as set forth
below, shall be remitted to Beasley as soon as practicable after the receipt of
such funds.  Sellers acknowledge and agree that all accounts receivable of any
of the Stations that are earned from and after the Closing Date are the sole and
exclusive property of Buyer.  Buyer shall not be obligated to use any
extraordinary efforts or retain counsel or a collection agency to collect any
Receivable.  To the extent that any amounts are received by Buyer from an
obligor on both a Receivable and any other receivable of Buyer, such amounts,
unless specifically allocated by the obligor, shall be allocated to payment of
the oldest of such receivables first.  Sellers shall be responsible for all

                                      -6-
<PAGE>

agency, sales and other commissions which are attributable to the Receivables
and to the extent the same have not been paid by Sellers, during the Collection
Period, Buyer may deduct the amount of such commissions from the amount to be
remitted to Beasley and pay such commissions in accordance with Sellers' past
customary practice.

                                   ARTICLE 2
                   Purchase Price; Letter of Credit; Payment;
                           Assumption of Obligations
                           -------------------------

          2.1  Purchase Price.  Subject to and upon the terms and conditions of
               --------------
this Agreement, in reliance on the representations, warranties, covenants and
agreements of Sellers contained herein, and in full payment and consideration
for the sale, conveyance, assignment, transfer and delivery of the Purchased
Assets by Sellers, Buyer will pay a total amount of Twenty Three Million United
States Dollars (U.S. $23,000,000), subject to adjustment as herein provided (the
"Purchase Price"), and payable as hereinafter provided.

          2.2  Letter of Credit.
               ----------------

               (a) Upon the execution and delivery of this Agreement, Buyer
shall deposit with Michael J. Bergner as escrow agent (the "Escrow Agent"), as a
good faith deposit, an irrevocable letter of credit ("Letter of Credit") in the
stated principal amount of Three Million Dollars (U.S. $3,000,000). The Letter
of Credit shall be held by the Escrow Agent, pursuant to the terms of an escrow
agreement in the form of Exhibit 2.2 hereto (the "Escrow Agreement"), which
                         -----------
Escrow Agreement shall be executed and delivered by Beasley, Buyer and the
Escrow Agent simultaneously with the execution and delivery of this Agreement.
The parties' rights and obligations with respect to the proceeds of the Letter
of Credit shall be governed by clause (b) of this Section 2.2.

               (b) The Letter of Credit shall be held, distributed and/or drawn
upon in accordance with the following requirements:

                    (i) The Letter of Credit shall be returned to Buyer: (A) if
at the latest time for the Closing referred to in Section 4.1 hereof (as may be
modified by Section 8.1 hereof) a condition to Buyer's obligation to close the
transactions contemplated by this Agreement has not been satisfied or waived and
Buyer rightfully elects to terminate the Agreement; or (B) if this Agreement
shall terminate for any reason specified in Article 3 of this Agreement; or (C)
if this Agreement terminates for any reason other than as a result of a material
breach or default by Buyer of its obligations under this Agreement or as a
result of Buyer's wrongful failure to close as set forth in Section 2.2(b)(ii);
it being understood that if Buyer and any of Sellers are in breach of their
respective material obligations under this Agreement and the Agreement is
terminated, the Letter of Credit shall be returned to Buyer; or (D) the Closing
shall occur.

                    (ii) Beasley shall be entitled to the proceeds of the Letter
of Credit to compensate the Sellers for the damages they shall suffer if the
Closing shall not occur, if (A) this Agreement terminates as a result of a
material breach or default by Buyer of its obligations under this Agreement so
long as Sellers are not also in breach or default of any of

                                      -7-
<PAGE>

their respective material obligations under this Agreement or (B) the Closing
does not occur and each of the following shall occur (x) at the latest time for
the Closing referred to in Section 4.1 hereof (as may be modified by Section 8.1
hereof), all conditions to Buyer's obligations to close shall have been
satisfied or waived, (y) the Sellers shall then be ready, willing and able to
close and none of the Sellers shall be in material breach or default of their
respective obligations under this Agreement, and (z) Buyer fails or refuses to
close.

               (c) Anything to the contrary contained in this Agreement
notwithstanding, under no circumstances shall any of the Sellers have any right
or remedy under or in connection with this Agreement if this Agreement shall
terminate for any reason whatsoever and/or in the event of any breach or default
under this Agreement, other than such right as Seller may have to the proceeds
of the Letter of Credit under the terms and conditions set forth in Section
2.2(b) above and as may be expressly provided in Section 8.4 and Article 9
herein.

          2.3  Payment.  At Closing (x) the Letter of Credit shall be returned
               -------
to Buyer, and (y) the sum of Nineteen Million Six Hundred Fifty Thousand United
States Dollars (U.S. $19,650,000) in cash shall be paid by Buyer to Sellers by
wire transfer of immediately available funds, to an account designated by
Beasley or such other means as Sellers and Buyer shall agree and (z) a
promissory note in the principal amount of Three Million Three Hundred Fifty
Thousand United Stated Dollars (U.S. $3,350,000), and in the form attached
hereto as Exhibit 2.3 (the "Note"), shall be delivered by Buyer to Sellers.
          -----------

          2.4  Allocation.  Sellers and Buyer agree to allocate the Purchase
               ----------
Price among the Purchased Assets in accordance with the allocation schedule to
be attached hereto as Schedule 2.4, which allocation schedule will reflect the
                      ------------
allocation of the Purchase Price among the classes of assets specified by
Section 1060 of the Code and will be determined after the date hereof but prior
to Closing (the "Allocation Schedule").  If the parties are unable to agree on
the final Allocation Schedule within 30 days after the Closing Date, a third-
party appraiser selected by Buyer, and reasonably acceptable to Sellers, the
fees of which, up to a maximum of $7,500 shall be borne equally by Buyer and
Sellers, shall resolve the allocation of the consideration to any items with
respect to which there is a dispute between the parties.  In the event that the
Purchase Price shall be adjusted pursuant to this Agreement, the Allocation
Schedule shall be appropriately modified, on such basis as Buyer shall
reasonably require, to reflect such adjustment.  Seller and Buyer will each file
an IRS Form 8594 consistent with the Allocation Schedule.

          2.5  Certain Closing Prorations and Adjustments.  (a) All utilities
               ------------------------------------------
charges, real estate and personal property taxes, security deposits and monthly
rental payments under leases of Real Properties to be assumed by Buyer pursuant
to this Agreement, accrued employee vacation and sick pay time, monthly
equipment rental payments under Personal Property Leases (as hereinafter
defined) assumed by Buyer pursuant to this Agreement, amounts payable (and
security deposits in respect thereof) in respect of contracts and agreements
assumed by Buyer pursuant to this Agreement, association dues, business, license
and annual FCC fees and similar prepaid items (to the extent included in the
Purchased Assets) and similar accrued expenses shall be prorated between Sellers
and Buyer as of Midnight on the day immediately preceding the Closing Date, and
the net amount resulting from the foregoing in favor of Buyer or Sellers, as the

                                      -8-
<PAGE>

case may be, shall then be paid to such party at the Closing or credited against
the Purchase Price in the event Sellers are to pay Buyer any such amount.  If
all the apportionments set forth above are not accomplished at the Closing,
then, within ninety (90) days thereafter, representatives of Sellers and Buyer
shall examine all appropriate books and records in order to make the
determination of said apportionments.  Payments in respect thereof shall be made
within one hundred twenty (120) days after Closing, provided that if payments
with respect to real or personal property taxes are based in whole or in part on
the previous year's taxes, there shall be a later adjustment to reflect the
current year's taxes when the bills are finally rendered.

          (b) All amounts paid prior to the Closing under all contracts, orders
or commitments of any of the Stations for the sale of air time to be performed
or aired on or after the Closing Date shall be paid by Sellers to Buyer or, at
Buyer's option, credited against the Purchase Price, at the Closing.

          (c) Prior to Closing, the parties shall jointly prepare a schedule
showing (i) the cumulative net value, as of the Effective Date of (and as
defined in) the TBA (the "TBA Commencement Date"), of all advertising time
required to be broadcast by the Station after the TBA Commencement Date pursuant
to agreements included in the Contracts under which Beasley has agreed to
provide commercial advertising time on any of the Stations in exchange for
property or services in lieu of, or in addition to, cash ("Trade Agreements"),
and (ii) the cumulative net value of all property or services to be received by
any of the Stations after the TBA Commencement Date pursuant to Trade
Agreements.  The amount to be attributed to the value of remaining broadcast
advertising time and goods and services hereunder shall be the amount specified
in the Trade Agreement in question, as established at the time the Trade
Agreement was entered into.  To the extent the amount in clause (i) above
exceeds the amount in clause (ii) above by more than Seven Thousand Five Hundred
Dollars ($7,500), the Purchase Price due at Closing shall be decreased by such
excess.

          (d) In the event of any dispute between the parties as to prorations
or adjustments under this Section 2.5, the amounts not in dispute shall
nonetheless be paid and adjusted for at the Closing, or within one hundred
twenty (120) days thereafter as set forth in this Section above, and such
disputes shall be promptly presented for resolution to an independent certified
public accountant mutually acceptable to the parties.  The accountant's
resolution of the dispute shall be final and binding on the parties and a
judgment may be entered thereon, provided, however, that any such accountant
shall have no authority to assess damages or award attorney's fees or costs.
The fees and expenses of such accountant shall be paid one-half (1/2) by
Sellers and one-half (1/2) by Buyer.

     2.6  Assumed Obligations.
          -------------------

          (a) Except as otherwise provided in the TBA, from and after the
Closing Date, Buyer shall assume and pay, perform and discharge the following
liabilities and obligations relating to the Stations, but in each case only to
the extent first accruing, and only with respect to periods, after the Closing
Date (the "Assumed Obligations"):

               (i) liabilities and obligations arising or accruing after the
Closing Date with respect to any (i) all contracts, agreements, leases, licenses
or other

                                      -9-
<PAGE>

understandings or arrangements listed in Schedule 5.8(A) of the Disclosure
                                         ---------------
Schedule and marked with an asterisk (*) to indicate that it is an "Assumed
Contract", (ii) all Advertising Contracts (including Trade Agreements), and
(iii) any other contract, agreement, lease, license or other understanding or
arrangement entered into by any of Sellers with respect to any of the Stations
pursuant to Section 7.1 hereof;

               (ii)  liabilities and obligations arising or accruing after the
Closing Date with respect to Buyer's ownership of the Purchased Assets and
Buyer's operation of the Stations; and

               (iii) liabilities and obligations arising after the Closing Date,
with respect to any property taxes, regulatory fees and other governmental
charges on the Purchased Assets or the Stations for periods after the Closing
Date during which Buyer owned the Stations.

          (b) Notwithstanding anything to the contrary contained herein, the
Assumed Obligations shall not include any of the following debts, commitments,
obligations or liabilities of any of Sellers (herein collectively referred to as
the "Excluded Liabilities"):

               (i)   any obligation or liability of any of Sellers based upon
acts or omissions of any of Sellers occurring on or after the Closing Date;

               (ii)  except as otherwise expressly provided in the TBA, any
liabilities or obligations of any of Sellers resulting or arising from claims
for personal injury or property damage arising prior to the Closing Date or out
of any breach or default prior to the Closing Date by any of Sellers of any
contract, commitment or obligation, whether imposed by law or otherwise;

               (iii) any obligations of either of Sellers under any stock
option, stock purchase or profit-sharing plans or under any outstanding
qualified or non-qualified stock options;

               (iv)  any liabilities of either of Sellers to any of its present
or former stockholders or partners as such or arising out of any action by
either of Sellers in connection with the transactions contemplated by this
Agreement;

               (v)   any and all obligations of either of Sellers for
indebtedness for borrowed money, including without limitation, capitalized
leases for equipment not assumed by Buyer hereunder and amounts advanced by
either of Sellers or any affiliate thereof to Seller or amounts otherwise owed
or payable by either of Sellers to either of Sellers or any affiliate thereof,
and any and all other intercompany obligations (whether current or long-term);

               (vi)  except as otherwise expressly provided in the TBA, any and
all debts, liabilities and obligations of either of Sellers incurred or accrued
with respect to any period, or circumstances, or state of facts or occurrences,
on or prior to the Closing Date, relating to bonuses, salaries, wages,
commissions, incentive compensation, compensated absences, workmen's
compensation, FICA, unemployment taxes, employee benefits, medical and health,
deferred compensation, wage continuation, severance, termination, pension

                                      -10-
<PAGE>

(including any unfunded accrued or vested obligation), section 401(k) plans,
cafeteria, child care, retirement, profit-sharing or similar plans or
arrangements, with respect to any current or former employees of Sellers whether
or not such employees become employees of Buyer;

               (vii)  any and all domestic and foreign federal, state and local
income, gains, or franchise Tax liabilities, imposed on either of Sellers or
with respect to income or activities thereof, including interest and penalties,
if any, imposed in respect of such taxes, and including any income or gains Tax
with respect to the transactions contemplated by this Agreement;

               (viii) any and all liabilities and obligations of either of
Sellers arising under this Agreement or any of the Seller Documents (including,
without limitation, indemnification obligations and obligations to pay expenses
arising out of the Agreement), or from its failure to perform any of its
agreements contained therein or incurred by it in connection with the
consummation of the transactions contemplated thereby, or for which either of
Sellers is responsible under this Agreement, including, without limitation, fees
of Sellers' lawyers, accountants and other advisors;

               (ix)   except as otherwise expressly provided in the TBA, any and
all liabilities and obligations with respect to claims, suits, legal,
administrative, arbitral or other actions, proceedings and judgments with
respect to causes of action or disputes arising, and other non-contractual
liabilities of either of Sellers asserted or imposed, or arising out of, any
events occurring, or circumstances or state of facts existing, on or prior to
the Closing Date, including without limitation, personal injury, negligence,
deceptive trade practices, libel or slander;

               (x)    except as otherwise expressly provided in the TBA, any and
all liabilities and obligations of either of Sellers based on or arising from
the presence, use, disposal or treatment of any Hazardous Substance (as defined
below) on, about or from any of the Real Properties or any discharge or release
of a Hazardous Substance on or prior to the Closing Date or failure to obtain
any license or permit required in connection with any Hazardous Substance or
arising out of any non-compliance with any federal, foreign, state or local
environmental, health or safety law, ordinance, code, rule regulation, order or
requirement, in each case based on or arising from any act, transaction, state
of facts or other condition or conduct which existed on or before the Closing
Date. The term "Hazardous Substance" as used in this Agreement shall include,
without limitation, gasoline, oil and other petroleum products, explosives,
radioactive materials and related and similar materials, and any other substance
or material defined as a hazardous, toxic or polluting substance or material by
any federal, state or local law, ordinance, rule or regulation, including
asbestos and asbestos-containing materials;

               (xi)   except as otherwise expressly provided in the TBA, any and
all debts, liabilities and obligations of either of Sellers with respect to any
of the Excluded Assets or any Contract that is not an Assumed Contract; or

               (xii)  any and all debts, liabilities or obligations as a
guarantor, co-obligor or surety of either of Sellers or any affiliate of either
of Sellers.

                                      -11-
<PAGE>

               (c)  Buyer shall, at the Closing, execute and deliver to Sellers
an Obligations Undertaking (the "Obligations Undertaking"), substantially in the
form of Exhibit 2.6 hereto, in order to effect the assumption of the Assumed
        -----------
Obligations by Buyer.  Except for the Assumed Obligations, and except as
otherwise provided in the TBA, Buyer shall not and does not assume any liability
or obligation of any of Sellers, fixed or contingent, disclosed or undisclosed,
and assumes no liability for any claim, debt, default, duties, obligations or
liabilities of any of Sellers of any kind or nature, whether known or unknown,
contingent or fixed, including with out limitation the Excluded Liabilities, all
of which, to the extent that they exist from and after the Closing shall be
retained and discharged by Sellers.

                                   ARTICLE 3
                   Application to and Consent By Commission
                   ----------------------------------------

          3.1  Commission Consent.  Consummation of the purchase and sale
               ------------------
provided for herein and the performance of the obligations of Sellers and Buyers
to close under this Agreement are subject to the condition that the Commission
shall have issued its approval, without any condition adverse to Buyers'
operation of the Stations and outside of the ordinary course for similar
transactions, of the assignment (the "Assignment") of the Commission
Authorizations to License Co. in accordance with the terms of this Agreement
(the "Initial Order"), and such approval shall have become a Final Order (as
hereinafter defined).

          3.2  Application For Commission Consent.  (a) Sellers and Buyers agree
               ----------------------------------
to proceed expeditiously and with due diligence and to use their reasonable
efforts and to cooperate with each other in seeking and applying (the
"Assignment Application") for the Initial Order and the Final Order.  Within
five (5) business days after the date of this Agreement, each party shall
prepare and file with the Commission the Assignment Application and all
information, data, exhibits, resolutions, statements, and other materials
necessary and proper in connection with such Assignment Application.  Each party
further agrees to expeditiously prepare and file with the FCC any Assignment
Application amendments whenever such amendments are required by the Commission
or its rules.  For purposes of this Agreement, each party shall be deemed to be
using its reasonable efforts with respect to obtaining the Final Order, and to
be otherwise complying with the foregoing provisions of this Section 3.2, so
long as it expeditiously and truthfully provides information necessary in
completing the application process, expeditiously provides its comments on any
filing materials, and uses its reasonable efforts to oppose attempts by third
parties to resist, modify or overturn the grant of the Initial Order or the
Final Order without prejudice to the parties' termination rights under this
Agreement, it being further understood that neither the Sellers nor Buyers shall
be required to expend any funds or efforts contemplated under this Article 3
unless the other(s) of them is concurrently and likewise complying with its
obligations under this Article 3.

               (b)  Except as otherwise provided herein, each party will be
solely responsible for the expenses incurred by it in the preparation, filing
and prosecution of its respective portion of the Assignment Application. All
filing fees and grant fees imposed shall be paid one-half (1/2) by Sellers and
one-half (1/2) by Buyer.

                                      -12-
<PAGE>

               (c)  Buyer and Sellers, each at their own respective expense,
shall use their respective reasonable efforts to oppose any efforts or any
requests by third parties for reconsideration or judicial review of the grant by
the Commission of the Initial Order.

          3.3  Notice of Application.  Sellers shall, at their expense, give due
               ---------------------
notice of the filing of the Assignment Application by such means as may be
required by the rules and regulations of the Commission.

          3.4  Absence of Commission Consent.  This Agreement, prior to the
               -----------------------------
Closing, may be terminated by Sellers, on the one hand, or Buyers on the other
hand, upon written notice to the other(s), if an Initial Order as to the
assignment of the Station has not come into existence and effect within nine (9)
months after the date hereof, or the Final Order as to the assignment of the
Stations has not come into existence and effect within twelve (12) months after
the date hereof; provided, however, that neither Sellers nor Buyers, as the case
                 --------  -------
may be, may terminate this Agreement if any of Sellers, or any of Buyers, as the
case may be, is in material default or breach under this Agreement, or if a
delay in any decision or determination by the Commission respecting the
Assignment Application has been caused, or materially contributed to, (i) by any
failure of any of Sellers, or any of Buyers, as the case may be, to furnish,
file or make available to the Commission information within its control; (ii) by
the willful furnishing by any of Sellers, or any of Buyers, as the case may be,
of incorrect, inaccurate or incomplete information to the Commission; or (iii)
by any other action taken by any of Sellers, or any of Buyers, as the case may
be, for the purpose of delaying the Commission's decision or determination
respecting the Assignment Application.

          3.5  Designation For Hearing.  In the event the Commission shall,
               -----------------------
prior to the Closing, designate for hearing any aspect of the Assignment
Application, Sellers, on the one hand, or Buyers, on the other hand, shall be
entitled, upon notice to the other(s), which notice must be given within twenty
(20) days after the terminating parties' receipt of notice of such designation
for hearing, to terminate this Agreement; provided, however, that neither any of
                                          --------  -------
Sellers, nor any of Buyers, as the case may be, shall be entitled to terminate
this Agreement if any of Sellers or any of Buyers, as the case may be, is in
material default or breach of this Agreement.

          3.6  Definition of Final Order.  For purposes of this Agreement, the
               -------------------------
term "Final Order" shall mean a final order of the Commission which is not
reversed, stayed, enjoined or set aside, and with respect to which no timely
request for stay, reconsideration, review, rehearing or notice of appeal or
determination to reconsider or review is pending, and as to which the time for
filing any such request, petition or notice of appeal or for review by the
Commission, and for any reconsideration, stay or setting aside by the Commission
on its own motion or initiative, has expired.

          3.7  Effect of Termination.  No termination under this Article 3 shall
               ---------------------
affect any rights or obligations under this Agreement arising by reason of any
breach or default by any party under this Agreement prior to such termination or
any remedy to which any party hereto may be entitled by reason of such breach or
termination, each of which shall survive such termination.

                                      -13-
<PAGE>

                                   ARTICLE 4
                   Closing; Deliveries; Conditions Precedent
                   -----------------------------------------

          4.1  Closing.  The Closing under this Agreement (the "Closing") shall
               -------
take place at the offices of Buyer's counsel, at 10:00 a.m., local time, on the
later of March 31, 2002 and the fifth (5th) business day after the Initial Order
becomes a Final Order, or such other date, place or time as the parties hereto
shall mutually agree upon.  The date of the Closing is herein called the
"Closing Date".

               (a)  All proceedings to be taken and all documents to be executed
and delivered by the parties at the Closing shall be deemed to have been taken
and executed simultaneously and no proceedings shall be deemed taken nor any
documents executed or delivered until all have been taken, executed and
delivered.

          4.2  Sellers' Deliveries.  At the Closing, Sellers shall deliver to
               -------------------
Buyers:

               (a)  the Bill of Sale, executed by Sellers;

               (b)  [Intentionally Omitted]

               (c)  an assignment of lease in the form of Exhibit 4.2(c) hereto
                                                          --------------
(each a "Lease Assignment") which respect to each of the leases of the Real
Properties listed in Schedule 5.8 of the Disclosure Schedule (each a "Lease"),
                     ------------
executed by the lessee thereunder, in each case together with:

                    (i)   the written consent to the assignment of each Lease,
other than those deemed immaterial by Buyer; and

                    (ii)  such estoppel agreements ("Estoppels") of the
landlord, in form and substance reasonably required by Buyer and Buyer's
institutional lenders, with respect to such Lease and Lease Assignment, if any,
as Sellers shall have received prior to the Closing Date, and Sellers shall use
reasonable efforts (not to include the payment of any fee or cost of any
landlord) to so obtain the same from each landlord; and

                    (iii) such non-disturbance agreements ("NDA's") from the
landlord's mortgagees in favor of Buyer in form and substance reasonably
required by Buyer, if any, as Sellers shall have received prior to the Closing
Date, and Sellers shall use reasonable efforts (not to include the payment of
any fee or cost of any landlord) to so obtain the same from each mortgagee of
each landlord; and

                    (iv)  such memoranda in recordable form, as to such lease
and the assignment thereof to Buyer, executed by the landlord, if any, as
Sellers shall have received prior to the Closing Date and Sellers shall use
reasonable efforts (not to include the payment of any fee or cost of any
landlord) to so obtain the same from each landlord;

               (d)  instruments of assignment and transfer of all the Commission
Authorizations and the Intangibles, executed by Sellers, in form reasonably
required by Buyer;

                                      -14-
<PAGE>

               (e)  all Contracts, FCC Logs and Business Records not previously
delivered to Buyers;

               (f)  copies of corporate and limited liability company
resolutions of the Sellers authorizing, by approval of the board of directors
and the members and board of managers of the Sellers, the execution and delivery
of this Agreement and each exhibit hereto and the consummation of the
transactions contemplated hereby and thereby, certified by an executive officer
of each of the Sellers;

               (g)  a certificate of good standing with respect to Beasley,
issued as of a recent date by the Secretary of State of the State of North
Carolina and a certificate of foreign qualification with respect to Beasley,
issued as of a recent date by the Secretary of State of the State of Louisiana;

               (h)  irrevocable written instructions to the Escrow Agent to
return the Letter of Credit to Buyer;

               (i)  a License, substantially in the form attached as Exhibit
                                                                     -------
4.2(i) (the "License"), executed by Sellers, provided that landlord's consent to
------
the same has been obtained;

               (j)  such other good and sufficient instruments of conveyance,
assignment and transfer, as Buyer shall reasonably require, each in form and
substance reasonably required by Buyer, and as shall be effective to vest in
Buyers title to the Purchased Assets as contemplated by this Agreement; and

               (k)  all other documents required by the terms of this Agreement
to be delivered to Buyers at the Closing.

          4.3  Buyers' Deliveries.  At the Closing, Buyers will deliver:
               ------------------

               (a)  the portion of the Purchase Price, as the same may be
adjusted in accordance with the terms of this Agreement, payable in cash at the
Closing;

               (b)  the Note;

               (c)  each Lease Assignment, duly executed by Buyer;

               (d)  the Obligations Undertaking, duly executed by Buyer;

               (e)  certificates of good standing with respect to each of
Buyers, each issued as of a recent date by the Secretary of State of Delaware
and a certificate of foreign qualification with respect to Buyer, issued as of a
recent date by the Secretary of State of Louisiana;

               (f)  an Equity Subscription Agreement to be entered into by and
among Buyer, Wicks Communications & Media Partners L.P., Wicks Parallel
(Limited) Partnership I, L.P. and Wilks Broadcasting Holdings, LLC, in the form
attached hereto as Exhibit 4.3(f) (the "Equity Subscription Agreement"),
                   --------------
executed by the parties thereto;

                                      -15-
<PAGE>

               (g)  the License, executed by Buyer, provided that landlord's
consent to the same has been obtained;

               (h)  copies of all necessary limited liability company
resolutions of Buyer authorizing the execution and delivery of this Agreement
and each exhibit hereto and the consummation of the transactions contemplated
hereby and thereby, certified by an officer of Buyer; and

               (i)  all other documents required by the terms of this Agreement
to be delivered to Sellers at the Closing.

          4.4  Further Assurances.  At any time and from time to time after the
               ------------------
Closing, at Buyer's request, and without further consideration, Sellers will
execute and deliver such other instruments of sale, transfer, conveyance,
assignment and confirmation, and take such actions, as Buyer may reasonably deem
necessary or desirable in order more effectively to transfer, convey and assign
to Buyers, and to confirm Buyers' title to, all of the Purchased Assets, to put
Buyers in actual possession and operating control thereof, and to assist Buyers
in exercising all rights with respect thereto.

          4.5  Buyers' Conditions Precedent.   The obligations of the Buyers
               ----------------------------
under this Agreement to proceed with the transactions contemplated hereby are,
at the option of the Buyer, subject to the fulfillment of the following
conditions at or prior to the Closing:

               (a)  no action, suit or proceeding shall have been instituted
against any of Sellers or against any of Buyers by, in or before any court,
tribunal or governmental body or agency, and be unresolved, to restrain,
prevent, enjoin or prohibit, or to obtain substantial damages by reason of, any
of the transactions contemplated hereby and no order shall have been issued, to
restrain, prevent, enjoin or prohibit, or to obtain substantial damages by
reason of, any of the transactions contemplated hereby;

               (b)  the representations and warranties of any of the Sellers
contained in this Agreement, any Schedules and Exhibits hereto and/or any
certificates or documents delivered in connection with this Agreement shall be
true and correct in all respects when made, and, except for changes expressly
permitted by this Agreement, shall also be true and correct in all respects on
and as of the Closing Date as if made on and as of that date and as though the
Closing Date were substituted for the date of this Agreement, except (i) to the
extent that any such representations and warranties were made only as of a date
specified therein, and as to such representations and warranties the same shall
continue on the Closing Date to have been true and correct as of the specified
date, and (ii) where the breach of any of such representations or warranties
does not have, and could not reasonably be expected to have, either individually
or in the aggregate for all representations and warranties, a material adverse
effect on the financial condition, business or operating results of the Stations
taken as a whole or any Seller's ability to consummate the transactions
contemplated hereby (a "Material Adverse Effect") (except that for purposes of
application of this clause (ii) all materiality and material adverse effect
qualifications within all representations and warranties shall be deemed
omitted);

                                      -16-
<PAGE>

               (c)  each covenant, agreement and obligation required by the
terms of this Agreement to be complied with and performed by any of the Sellers,
at or prior to the Closing shall have been duly and properly complied with and
performed except where the noncompliance or nonperformance does not have, and
could not reasonably be expected to have, individually or in the aggregate for
all covenants, agreements and obligations, a Material Adverse Effect (except
that for purposes of application of this subsection (c) all materiality and
material adverse effect qualifications within all covenants, agreements and
obligations shall be deemed omitted);

               (d)  the Final Order shall have been granted by the Commission
and License Co. shall be entitled to be the holder of the Commission
Authorizations;

               (e)  all consents necessary to the assignment to Buyer of those
Contracts listed in Schedule 4.5(e) of the Disclosure Schedule, shall have been
                    ---------------
obtained and there shall have been delivered to Buyer executed counterparts
reasonably satisfactory in form and substance to Buyer of such consents (the
"Consents");

               (f)  Buyer shall have received an opinion of Sellers' counsel
Latham & Watkins, dated the Closing Date, addressed to Buyers and permitting
reliance thereon by Buyers' lenders, and favorably opining as to the matters
included in Exhibit 4.5(f) hereto, in form and substance reasonably satisfactory
            --------------
to Buyer; and

               (g)  there shall be delivered to and for the benefit of Buyers
and Buyers' lenders a certificate of (i) Sellers executed on the Closing Date
that the conditions set forth in subsections (b) through (e) of this Section 4.5
have been fulfilled.

          4.6  Sellers' Conditions Precedent.  The obligations of Sellers under
               -----------------------------
this Agreement to proceed with the transactions contemplated hereby are, at the
option of Sellers, subject to the fulfillment of each of the following
conditions at or prior to the Closing:

               (a)  the representations and warranties of Buyer contained in
this Agreement or any exhibits hereto or any certificates or documents delivered
by it to Sellers in connection with this Agreement shall be true and correct in
all respects when made, and, except for changes expressly permitted by this
Agreement, shall also be true and correct in all respects on and as of the
Closing Date as if made on and as of that date and as though the Closing Date
were substituted for the date of this Agreement, except (i) to the extent that
any such representations and warranties were made only as of a date specified
therein, and as to such representations and warranties the same shall continue
on the Closing Date to have been true and correct as of the specified date, and
(ii) where the breach of any such representations or warranties does not have,
and could not reasonably be expected to have, either individually or in the
aggregate for all representations and warranties, a material adverse effect on
Buyer's ability to consummate the transactions contemplated hereby (except that
for purposes of application of this clause (ii) all materiality and material
adverse effect qualifications within all representations and warranties shall be
deemed omitted);

               (b)  each covenant, agreement and obligation required by the
terms of this Agreement to be complied with and performed by any of Buyers, at
or prior to the Closing

                                      -17-
<PAGE>

shall have been duly and properly complied with and performed, except where the
noncompliance or nonperformance does not have, and could not reasonably be
expected to have, individually or in the aggregate for all covenants, agreements
and obligations, a material adverse effect on Buyer's ability to consummate the
transactions contemplated hereby (except that for purposes of application of
this subsection (b) all materiality and material adverse effect qualifications
within all covenants, agreements and obligations shall be deemed omitted);

               (c)  there shall be delivered to Sellers a certificate of Buyer
executed on the Closing Date that the conditions set forth in subsections (a)
and (b) of this Section 4.6 have been fulfilled; and

               (d)  the Final Order shall have been granted by the Commission
and License Co. shall be entitled to be the holder of the Commission
Authorizations.

          4.7  Sellers' Cooperation With Respect to Like-Kind Exchange.  Sellers
               --------------------------------------------------------
agree that Buyers' acquisitions of the Purchased Assets (or a portion thereof)
may, at Buyers' election, be part of a like-kind exchange of property covered by
Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code") (a
"Like-Kind Exchange").  If Buyer so elects, Sellers shall cooperate with Buyers
to effect such Like-Kind Exchange, by consenting to and acknowledging assignment
of Buyers' rights under this Agreement to a qualified intermediary, as such term
is defined in Treasury Regulation (S) 1.1031(k)-1(g)(4), or to an exchange
accommodation titleholder under Revenue Procedure 2000-37.

          4.8  Effect of TBA on Closing Conditions.  To the extent that any
               -----------------------------------
party hereto fails to fulfill a closing condition to the other party's
obligation to close (as set forth in Section 4.5 or 4.6, as applicable), and
such failure is caused by actions taken or not taken (when such actions should
have been taken) by the other party pursuant to the TBA, such condition to
closing shall nevertheless be deemed to have been waived.

                                   ARTICLE 5
                              Representations and
                             Warranties of Sellers
                             ---------------------

          The Sellers hereby jointly and severally make each of the following
representations and warranties:

          5.1  Organization, Standing and Qualification.  (a)  Parent is a
               ----------------------------------------
corporation validly existing and in good standing under the laws of the State of
Delaware.  Beasley is a limited liability company validly existing and in good
standing under the laws of the State of North Carolina and is qualified to
conduct business in the State of Louisiana. Licensing is a limited liability
company validly existing and in good standing under the laws of the State of
North Carolina and is qualified to conduct business where so required and
neither of Sellers is required to be qualified to do business in any other
jurisdiction in connection with the operation of any of the Stations or the
Business; and each of the Sellers has all requisite power and authority and is
entitled to own, lease and operate its properties and to carry on its business
as and in the places such properties are now owned, leased or operated and where
such business is presently conducted.  Except as set forth in Schedule 5.1 of
                                                              ------------
the disclosure schedule delivered by

                                      -18-
<PAGE>

Sellers to Buyers concurrently with the execution and delivery hereof and making
express reference to this Agreement (the "Disclosure Schedule"), the operations
of the Stations and the Business, have not been conducted through any direct or
indirect subsidiary, shareholder, member or affiliate of any of Sellers, and
none of the business, assets, properties or rights of or related to any of the
Stations or the Business is held, owned, used or conducted by any shareholder,
member or affiliate of any of Sellers.

          5.2  Authority of Sellers.  Each of the Sellers has all requisite
               --------------------
power and authority to execute, deliver and perform this Agreement and each
other agreement, document and instrument to be executed, delivered or performed
by such of the Sellers in connection with this Agreement (the "Seller
Documents") and to carry out the transactions contemplated hereby and thereby.
This Agreement constitutes, and, when executed and delivered at the Closing,
each other Seller Document will constitute, the legal, valid and binding
obligation of each of the Sellers as is party thereto.  All corporate, limited
liability company shareholder and member proceedings and action required to be
taken by each of the Sellers relating to the execution, delivery and performance
of this Agreement and the Seller Documents and the consummation of the
transactions contemplated hereby and thereby shall have been duly taken by the
Closing.

          5.3  No Violation.  Except for the filing of the Assignment
               ------------
Application and the granting of the Initial Order and the Final Order, and
except as indicated in Schedule 5.3 of the Disclosure Schedule:
                       ------------

               (a)  The execution, delivery and performance of this Agreement
and the Seller Documents and the consummation of the transactions contemplated
hereby and thereby, will not (i) conflict with or violate any provision of the
Articles of Organization or Limited Liability Company Operating Agreement of any
of the Sellers, (ii) with or without the giving of notice or the passage of
time, or both, result in a breach of, or violate, or be in conflict with, or
constitute a default under, or permit the termination of, or cause or permit
acceleration under, any agreement or instrument of any debt or obligation to
which any of the Sellers is a party or to or by which it or any of the Purchased
Assets is subject or bound, or result in the loss or adverse modification of any
of the Authorizations or Intangibles, (iii) require the consent of any party to
any agreement or commitment to which either Seller is a party, or to or by which
it or the Purchased Assets is subject or bound, (iv) result in the creation or
imposition of any Lien other than Permitted Liens upon any of the Purchased
Assets, or (v) violate any law, rule or regulation or any order, judgment,
decree or award of any court, governmental authority or arbitrator to or by
which any of the Sellers or any of the Purchased Assets is subject or bound.

               (b)  No consent, approval or authorization of, or declaration,
filing or registration with, or notice to, any governmental or regulatory
authority or any other third party is required to be obtained or made by any of
the Sellers in connection with the execution, delivery and performance of this
Agreement or the Seller Documents or the consummation of the transactions
contemplated hereby and thereby.

          5.4  Financial Statements.  Sellers have delivered to Buyer copies of
               --------------------
the balance sheets and related statements of income and cash flow of each of the
Stations as at and for the fiscal year ended December 31, 2000, and as at and
for the eight-month period ended August 31, 2001 (the "Financial Statements").
Except for the variations expressly noted in said

                                      -19-
<PAGE>

Schedule 5.4 of the Disclosure Schedule, all of the Financial Statements have
------------
been prepared in accordance with generally accepted accounting principles
(except for the absence of footnotes and normal and customary year-end
adjustments), consistently applied and maintained throughout the periods
indicated, and fairly present the financial condition of the Stations as at
their respective dates and the results of operations of the Stations for the
periods covered thereby. Except as disclosed in Schedule 5.4 of the Disclosure
                                                ------------
Schedule, such Financial Statements do not contain any items of special or
nonrecurring income or any other income not earned in the ordinary course of
business, and reflect no operations or business other than those of the
Stations, except as expressly specified therein, and include all adjustments,
which consist only of normal recurring accruals, necessary for such fair
presentation.

          5.5  Title to and Condition of Purchased Assets.  Except for the
               ------------------------------------------
assets and properties leased to Sellers, and except as set forth on Schedule 5.5
                                                                    ------------
of the Disclosure Schedule, Sellers have good and marketable title to all of the
assets and properties which any of them owns or uses in the operation of any of
the Stations or the Business.  Except as set forth on Schedule 5.5 of the
                                                      ------------
Disclosure Schedule, none of the Purchased Assets is subject to any Lien other
than Permitted Liens.  The Purchased Assets are in all material respects in good
operating condition and repair, are reasonably suitable for the purposes
currently used, and are reasonably adequate and sufficient for the operations of
the Stations as currently operated.  Sellers enjoy peaceful possession of all
leased real property , including, where relevant, the buildings and improvements
thereon, in conformance with the relevant lease agreement, used in the Business.

          5.6  Litigation.  Except as set forth in Schedule 5.6 of the
               ----------                          ------------
Disclosure Schedule: there is no action, suit, proceeding, arbitration or
investigation pending, or to the knowledge of any of the Sellers threatened,
against or affecting any of the Sellers in connection with any of the Stations
or the Business or any of the assets, properties, business or employees (in
their capacity as employees) of any of the Stations or the Business or the
transactions contemplated by this Agreement, and there is not outstanding any
order, writ, injunction, award or decree of any court or arbitrator or any
federal, state, municipal or other governmental department, commission, board,
agency or instrumentality to which any of the Stations or any of the Sellers in
connection with any of the Stations or the Business is subject or otherwise
applicable to the Business, or the Purchased Assets, nor is any of them in
default with respect to any such order, writ, injunction, award or decree.

          5.7  Compliance; Properties; Authorizations.  (a) Except as set forth
               --------------------------------------
in Schedule 5.7 of the Disclosure Schedule, each of Sellers and each of the
   ------------
Stations has complied in all material respects, with all laws, rules,
regulations, ordinances, orders, judgments and decrees applicable to any of the
Stations or any of Sellers, in connection with any of the Stations or the
Business, any of the employees thereof, or any of the Real Properties and/or any
aspect of a Station's operations, including, without limitation, any laws,
rules, regulations, ordinances, codes, orders, judgments or decrees as to
zoning, building requirements or standards, hiring, employment, or
environmental, health and/or safety matters.  Each Seller has all material
approvals, certificates, authorizations, consents, licenses, franchises, orders
and permits, including, without limitation, all Authorizations, necessary or
useful to the operation of the Stations, the conduct of the Business and/or the
use of the Purchased Assets and/or each of the Real Properties, all of which are
identified in Schedule 5.7.
              ------------

                                      -20-
<PAGE>

               (b)  Licensing is the holder of the Commission Authorizations
listed on Schedule 5.7(b) of the Disclosure Schedule. All such Commission
          ---------------
Authorizations are validly existing authorizations for the operation of the
facilities described therein under the Communications Act of 1934, as amended
(the "Communications Act"). The Commission Authorizations identified in Schedule
                                                                        --------
5.7(b) of the Disclosure Schedule constitute all of the licenses and
------
authorizations required under the Communications Act or the rules, regulations,
and policies of the FCC in connection with the Business or the operation of the
Stations as currently operated. The Commission Authorizations are in full force
and effect and are unimpaired by any act or omission of any of Sellers or any
members, stockholders, officers, directors, employees or agents of any of
Sellers. There is no condition imposed by the FCC as part of any Commission
Authorization that is neither set forth on the face thereof as issued by the FCC
nor contained in the rules and regulations of the FCC applicable generally to
stations of the type, nature, class or location of the Stations. All FCC
regulatory fees for each of the Stations have been paid, and all broadcast
towers from which any of the Stations operates have been duly registered with
the FCC if such registration is required. Except as set forth on Schedule 5.7(b)
                                                                 ---------------
of the Disclosure Schedule, there is no action pending nor, to the knowledge of
any of the Sellers, threatened by or before the FCC or other body to revoke,
refuse to renew, suspend or adversely modify any of the Commission
Authorizations, or any action which may result in the denial of any pending
application, the issuance of any cease and desist order, or the imposition of
any administrative sanction with respect to any of the Stations or its
operation, except for the Assignment Application before the FCC to transfer the
Commission Authorizations pursuant hereto. Except as set forth on Schedule
                                                                  --------
5.7(b) of the Disclosure Schedule, there is not pending to the best knowledge of
------
any of the Sellers, any investigation, by or before the FCC, or any order to
show cause, notice of violation, notice of apparent liability, or notice of
forfeiture or complaint by, before or with the FCC against any of Sellers or
members, stockholders, officers, directors, or affiliates of any of Sellers with
respect to the Stations nor, to the knowledge of any of the Sellers, is any of
the foregoing threatened. Each of the Stations is operating, in all material
respects, in compliance with the Commission Authorizations, the Communications
Act, and the current rules, regulations, and policies of the FCC. Sellers have
timely filed all reports, forms and statements required to be filed with the
FCC. All applications for the Authorizations submitted by Sellers were true and
correct when made. None of Sellers has received any notice with respect to any
of the Commission Authorizations or any Station's compliance with the
Communications Act that might cause the FCC not to consent to the assignment of
the Commission Authorizations as contemplated by this Agreement. To the
knowledge of Sellers, no Station is shortspaced to any present or proposed
broadcast station or frequency/channel allotment that is not otherwise fully
consistent with Section 73.215 of the FCC's rules and regulations. No Station is
causing, nor receiving, any interference which the FCC would deem to be
objectionable.

          5.8  Schedules. Schedule 5.8(A) of the Disclosure Schedule contains a
               ---------  ---------------
true, complete and accurate list of the following:

               (a)  all Real Properties, together with each lease, sublease or
license related to any of the Stations under which any of Sellers holds any
leasehold or other interest or right to the use thereof (the "Real Property
Leases") or pursuant to which any of Sellers has leased, assigned, sublet or
granted any rights therein or with respect thereto;

                                      -21-
<PAGE>

               (b)  all items of machinery, equipment, vehicles, furniture,
fixtures, transmitting towers, transmitters, antennas, spare parts, music
libraries and other tangible personal property owned and used by any of Sellers
in the operation of the Stations or the Business or included in the Purchased
Assets, except for items having a value of less than $10,000, which do not, in
the aggregate, have a total value of more than $50,000;

               (c)  all trademarks, trademark registrations, and applications
therefor, service marks, service mark registrations, and applications therefor,
trade names, patents and patent applications, copyrights and copyright
registrations, and applications therefor, domain names, owned and used by any of
Sellers in the operation of any of the Stations or the Business as currently
conducted; and all contracts, agreements, commitments or licenses relating to
any patent(s), trademark(s), trade name(s), copyright(s), software, know-how,
trade secret(s), proprietary information and other Intangible(s) to which any of
Sellers in the operation of any of the Stations or the Business as currently
conducted is a party or by which any of Sellers in the operation of any of the
Stations or the Business as currently conducted is bound;

               (d)  all contracts, agreements, commitments, barter agreements,
purchase orders for material reasonably expected to be delivered after the TBA
Commencement Date, leases, licenses or other understandings or arrangements
relating to any of the Stations, the Business or the Purchased Assets and to
which any of Sellers or any of the Stations is a party or by which it or any of
the Sellers or Stations is bound, but excluding (A) purchase orders for
necessary supplies or services made in the ordinary course of business (on
customary terms and conditions and consistent with past practice) involving
payments or receipts by any of Sellers of less than $10,000 in any single case
or series of related orders, and (B) contracts entered into in the ordinary
course of business on customary terms and conditions involving payments or
receipts during the entire life of such contracts of less than $15,000 in the
case of any single contract but not more than $75,000 in the aggregate;

               (e)  all collective bargaining agreements, all employment and
consulting agreements, and all Employee Benefit Plans and any other employee
benefit plan, agreement, arrangement, commitment and/or practice, to which any
of Sellers is a party or bound and which covers or relates to any of the
employees of any of the Stations;

               (f)  as of a date no earlier than September 30, 2001, all
receivables of the Stations, together with an aging thereof;

               (g)  the names and current annual salary rates and commission
schedules of all persons (including independent commission agents) employed or
engaged by any of Sellers in connection with any of the Stations, and showing
separately for each such person the amounts paid or payable as salary, bonus
payments, commissions and direct and indirect compensation for the period from
February 1, 2001 through September 30, 2001; and

               (h)  all fire, theft, casualty, liability and other insurance
policies insuring any of Sellers in connection with any of the Stations,
specifying with respect to each such policy the name of the insurer, the risk
insured against, the limits of coverage, the deductible amount (if any), the
premium rate and the date through which coverage will continue by virtue of
premiums already paid.

                                      -22-
<PAGE>

          True and complete copies of all contracts, agreements, plans,
arrangements, commitments and documents currently in effect and to be assumed by
Buyer pursuant to this Section 5.8 or to be performed by Buyer pursuant to
Section 1.5 (to the extent in writing or if not in writing, an accurate summary
thereof), together with any and all current amendments thereto, have been
delivered to Buyer.  Schedule 5.8 may be supplemented prior to Closing to
                     ------------
reflect additions or deletions necessitated by actions taken in compliance with
Section 7.1 herein.

          Except as set forth in Schedule 5.8(B) of the Disclosure Schedule, all
                                 ---------------
of the contracts, agreements and commitments required to be listed pursuant to
this Section 5.8 (other than those which have been fully performed) are in full
force and effect, do not require the consent or approval of any party to the
assignment thereof and will be unaffected by the sale or other transfer of the
Purchased Assets to Buyer. To the knowledge of the Sellers, there is not under
any contract, agreement or commitment required to be listed pursuant to this
Section 5.8, any existing material default or event which, after notice or lapse
of time, or both, would constitute a material default or result in a right to
accelerate or loss of material rights.

          5.9  Insurance.  The properties and assets of Sellers, which are of an
               ---------
insurable character and are used or useful in the Business, are insured as set
forth in Schedule 5.8 of the Disclosure Schedule against loss or damage by fire
         ---------------------------------------
or other risks, and Sellers maintain liability insurance, to the extent and in
the manner and covering such risks as set forth in Schedule 5.8 of the
Disclosure Schedule.  The coverage under each such policy of insurance set forth
in Schedule 5.8 of the Disclosure Schedule is in full force and effect, and no
notice of cancellation or nonrenewal with respect to, or disallowance of any
claim under, any such policy has been given to any of the Sellers.

          5.10  Absence of Changes or Events.  Except as set forth in Schedule
                ----------------------------
5.10 of the Disclosure Schedule, since February 1, 2001 each of Sellers has
conducted the business of each of the Stations only in the ordinary course in a
manner consistent with past practices.  Without limiting the foregoing, since
such date (and with respect to (iv) below as of the date of this Agreement),
neither of Sellers in connection with any of the Stations nor any of the
Stations has, except as set forth on said Schedule 5.10:

                    (i)   incurred any obligation or liability, absolute,
accrued, contingent or otherwise, whether due or to become due, except current
liabilities for trade obligations incurred in the ordinary course of business
and consistent with its prior practice, and except for liabilities, in any case
or in the aggregate, that neither have had nor reasonably could be expected to
have a material adverse affect on the financial condition, assets, or operations
of the Business or any of the Stations;

                    (ii)  sold, transferred, leased to others or otherwise
disposed of any of its assets, except for supplies consumed and inoperative,
obsolete equipment disposed of in the ordinary course of business;

                    (iii) accepted any prepayment for the sale of air time or
canceled or compromised any substantial debt or claim, or waived or released any
right of substantial value or collected or compromised any accounts receivable
other than in the ordinary course of business consistent with past practice;

                                      -23-
<PAGE>

                    (iv)  received any notice from any advertiser that it, nor
has knowledge that any advertiser, intends to cease doing business with any of
the Stations, which, in any case or in the aggregate, has had, or could
reasonably be expected to have, a material adverse effect on the financial
condition, assets, or operations of the Business or any of the Stations;

                    (v)   made any change or changes (in excess of 5% per annum)
in the rate of compensation, commission, bonus or other direct or indirect
remuneration payable, conditionally or otherwise, and whether as bonus, extra
compensation, pension or severance or vacation pay or otherwise, to any
director, officer, employee, salesman, representative or agent, except for such
changes that are expressly set forth in employment contracts or agreements that
have been disclosed and provided to Buyer pursuant to Section 5.8;

                    (vi)  entered into any transaction, contract or commitment
other than in the ordinary course of business on customary terms and conditions,
or paid or agreed to pay any brokerage, finder's fee, or other compensation in
connection with, or incurred any severance pay obligations by reason of, this
Agreement or the transactions contemplated hereby; or

                    (vii) entered into any agreement or made any commitment to
take any of the types of actions described in any of subsections (i), (ii),
(iii), (v) or (vi) above.

          5.11 Intangibles.  Except as set forth in Schedule 5.11 of the
               -----------                          -------------
Disclosure Schedule, and except in regard of the Site (to which Sellers make no
representation), Sellers own or possess all authorizations necessary from the
FCC to use the call letters "WRNO-FM" and "KMEZ(FM)", together with all
copyrights, trademarks, trade names, logos, slogans, jingles, service marks and
other proprietary rights and Intangibles used in the operation of any of the
Stations.  None of the Sellers has any knowledge of any infringement or
unlawful, unauthorized or conflicting use of any of the foregoing, or of the use
of any call letters, slogan or logo by any broadcast station in any of the areas
served by any of the Stations which may be confusingly similar to any of the
call letters, slogans and logos currently used by any of the Stations.  To the
Sellers' knowledge, none of Sellers or the Stations is infringing upon or
otherwise acting adversely to any copyright, trademark, trademark right, service
mark, service mark right, trade name, service name, slogan, call letter, logo,
jingle, license or any other proprietary right owned or used by any other person
or entity.

          5.12 Environmental Matters.
               ---------------------

               (a)  Except as set forth in Schedule 5.12 of the Disclosure
                                           -------------
Schedule, neither of Sellers, nor, to the knowledge of the Sellers, any prior
owner, tenant or occupant of any part of any of the Real Properties, has at
present or at any time stored, treated, released, disposed of or discharged any
Hazardous Substance (as hereinafter defined) on, about, from or affecting any of
the Real Properties in any material amounts and to the knowledge of the Sellers,
no Seller has any liability which is based upon or related to any environmental
condition under or about any of the Real Properties, and, to the knowledge of
the Sellers, there is no reasonable basis for any such liability arising; and,
to the knowledge of the Sellers, none of the Real Properties contains any
asbestos or asbestos-containing materials or any underground storage

                                      -24-
<PAGE>

tank. The radio frequency emissions from each of the Stations' main antenna
comply with the FCC's guidelines regarding RF radiation.

               (b)  Except as set forth in Schedule 5.12 of the Disclosure
                                           -------------
Schedule, neither of Sellers, nor, to the knowledge of the Sellers, any prior or
current owner, tenant or occupant of any part of any of the Real Properties, has
received (i) any notification or advice from or given or been required to have
given any report or notice to any governmental agency or authority or any other
person or entity involving the use, management, handling, transport, treatment,
generation, storage, spill, escape, seepage, leakage, spillage, emission,
release, discharge, remediation or clean-up of any Hazardous Substance on or
about any of the Real Properties or caused by any of Sellers or any affiliate
thereof (a "Hazardous Discharge"), or (ii) received any complaint, order,
citation or notice with regard to a Hazardous Substance or any other
environmental, health or safety matter affecting any of the Real Properties or
the Business or operations conducted thereat (an "Environmental Complaint"),
whether under the federal Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA") or under any other federal, state or local law,
ordinance, rule or regulation.

          5.13 Employee Benefits.
               -----------------

               (a)  All Employee Benefit Plans in which any employee of any of
the Stations participates are listed in Schedule 5.8 of the Disclosure Schedule
                                        ------------
and, to the best of Sellers' knowledge, each, in all material respects, conform
to, and the administration thereof is in compliance with, all applicable laws
and regulations. To the best of Sellers' knowledge, any Employee Benefit Plan
intended to be qualified under Section 401(a) of the Code is so qualified,
continues to be qualified, and complies with all applicable requirements of
ERISA. Sellers know of no fact or set of circumstances that has adversely
affected, or is reasonably likely to affect adversely, the qualification of such
Employee Benefit Plan. Neither the operation or the administration of any
Employee Benefit Plan, nor the sale of the Purchased Assets under this
Agreement, will result in Buyer incurring or suffering any liability, nor will
Buyer incur any liability for, with respect to or on account of any Employee
Benefit Plan. None of Sellers participates in, maintains or contributes to or
has any liability or obligation under or with respect to any multi-employer
employee benefit plan as defined in Section 3(37) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") (whether by reason of being a
member of an affiliated group of companies, one of which maintains such a plan,
or otherwise), nor has any of Sellers participated in, maintained, contributed
to or incurred any liability or obligation with respect to any such plan. Each
of Sellers has complied in all material respects with applicable reporting and
disclosure requirements for each Employee Benefit Plan.

               (b)  Schedule 5.13(b) of the Disclosure Schedule lists each
present and former employee of any of Sellers or the Business who is currently
claiming or is entitled to any health care related benefits mandated by the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), or
any of the rules or regulations thereunder.

               (c)  Neither Sellers nor either of the Stations has, since
February 1, 2001, encountered any labor union organizing activity or had any
actual or threatened employee strike, work stoppage, slowdown or lockout.

                                      -25-
<PAGE>

          5.14  [Intentionally Omitted]
                 ---------------------

          5.15  Taxes.  All taxes of Sellers that could give rise to a Lien
                -----
(other than a Permitted Lien) on the Purchased Assets in the hands of the Buyer
have been paid in full.

          5.16  Records. The FCC Logs and Business Records of each of the
                -------
Stations are complete and correct in all material respects.

          5.17  Receivables. Except as set forth in Schedule 5.17 of the
                -----------                         -------------
Disclosure Schedule, all accounts receivable of any of Sellers in respect of any
of the Stations have arisen only from bona fide transactions with unrelated
third parties in the ordinary course of business.

          5.18  Disclosure. No representation or warranty by any of the Sellers
                ----------
contained in this Agreement nor any written statement or certificate furnished
or to be furnished by or on behalf of any of the Sellers to Buyers or any of
their representatives in connection with this Agreement contains or will contain
any untrue statement of a material fact.

                                   ARTICLE 6
                    Representations and Warranties of Buyer
                    ---------------------------------------

          Buyer represents and warrants to Seller that:

          6.1  Organization and Standing.  Each of Buyer and License Co. is a
               -------------------------
limited liability company validly existing and in good standing under the laws
of the State of Delaware.  On the Closing Date, Buyer will be qualified to do
business in Louisiana as a foreign limited liability company.

          6.2  Authority of Buyers.  Each of the Buyers have all requisite
               -------------------
limited company power and limited liability company authority to execute,
deliver and perform this Agreement and each other agreement, document and
instrument to be executed, delivered or performed by such of the Buyers in
connection with this Agreement (the "Buyer Documents") and to carry out the
transactions contemplated hereby and thereby.  This Agreement constitutes, and,
when executed and delivered at the Closing, each other Buyer Document will
constitute, the legal, valid and binding obligation of Buyers.  All limited
liability company proceedings and limited liability company action required to
be taken by Buyers relating to the execution, delivery and performance of this
Agreement and the Buyer Documents and the consummation of the transactions
contemplated hereby and thereby shall have been duly taken by the Closing.

          6.3  Litigation.  Except for administrative rule making or other
               ----------
proceedings of general applicability to the broadcast industry and except for
the Assignment Application contemplated by this Agreement and matters pertaining
thereto, and except for any matter or item covered by Article 5 hereof:  there
is no action, suit or proceeding pending, or to the knowledge of Buyers
threatened, against Buyers, which, in any case or in the aggregate, materially
adversely affects the ability of Buyers to consummate the transactions
contemplated hereby.

          6.4  No Violation.  Except for the filing of the Assignment
               ------------
Application and the granting of the Initial Order and the Final Order, and
except for the consent of Buyer's lenders

                                      -26-
<PAGE>

which will be obtained in connection with the Closing and for any item or matter
covered by Article 5 hereof:

               (a)  The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby, will not (i)
conflict with or violate any provision of the Certificate of Formation or
Limited Liability Company Agreement of either of Buyers, (ii) with or without
the giving of notice or the passage of time, or both, result in a breach of, or
violate, or be in conflict with, or constitute a default under, or permit the
termination of, or cause or permit acceleration under, any material contract to
which Buyer is a party or (iii) violate any law, rule or regulation or any
order, judgment, decree or award of any court, governmental authority or
arbitrator to or by which Buyer is subject or bound.

               (b)  No consent, approval or authorization of, or declaration,
filing or registration with, or notice to, any governmental or regulatory
authority or any other third party is required to be obtained or made by Buyer
in connection with the execution, delivery and performance of this Agreement or
the Buyer Documents or the consummation of the transactions contemplated hereby
and thereby.

          6.5  Qualification.  There are no facts regarding either of Buyers
               --------------
that would, under existing law and the existing rules, regulations, policies and
procedures of the FCC disqualify License Co. as an assignee of the Commission
Authorizations or as the owner and operator of the Stations.  Notwithstanding
the foregoing, it is acknowledged and agreed by the parties hereto that Buyer is
not making any representation or warranty with respect to (i) any future
amendment of Section 73.3555 of the Commission's Rules and Regulations or (ii)
any existing or future rule, policy or action of the Commission relating to
market shares of revenue or its related practice of "flagging" applications.
There is no action, suit, notice of forfeiture or proceeding pending or to
Buyer's knowledge threatened against Buyer or License Co. which would be
reasonably likely to materially adversely impair the qualifications of License
Co. to become a licensee of the Stations.

                                   ARTICLE 7
                               Certain Covenants
                               -----------------

          7.1  Conduct of Business.  During the period from the date of this
               -------------------
Agreement to and including the Closing Date, Sellers shall cause the operations
of the Stations and the Business (other than those operations conducted by Buyer
pursuant to the terms of the TBA) to be operated and conducted in the ordinary
and usual course of business and consistent, in all material respects, with past
practices.  Without limiting the foregoing, prior to the Closing, Sellers,
without the prior written consent of Buyer, shall not and shall not permit any
of the Stations to:

               (a)  by any act or omission surrender, modify adversely, forfeit,
or fail to renew under regular terms any of the Authorizations, or give the FCC
grounds to institute any proceeding for the revocation, suspension or
modification of any of the Commission Authorizations, or fail to prosecute with
due diligence any pending application with respect to any of the Commission
Authorizations;

                                      -27-
<PAGE>

               (b)  dissolve or liquidate or sell, transfer, lease or otherwise
dispose of any Purchased Assets, other than supplies consumed, or inoperative or
obsolete property disposed of and replaced, in the ordinary and customary course
of business, or obligate itself to do so;

               (c)  amend, modify, change, alter, terminate, rescind or waive
any rights or benefits under any contract, agreement or commitment required to
be listed, or enter into any contract, agreement or commitment which, if in
existence as of the date of this Agreement would have been required to be
listed, under Schedule 5.8 of the Disclosure Schedule;
              ------------

               (d)  fail to maintain the Purchased Assets and the Real
Properties in their current repair and condition, reasonable and ordinary wear
and tear excepted; or cancel or fail to renew any of the current insurance
policies or any of the coverage thereunder maintained for the protection of any
of the Stations or the Purchased Assets; and

               (e)  except as expressly contemplated by the TBA, perform, take
any action or incur or permit to exist any of the acts, transactions, events or
occurrences of the type described in any of clauses (i), (ii), (iii), (v), (vi)
or (vii) of Section 5.10 hereof which would have been inconsistent with the
representations and warranties set forth in Section 5.10 hereof had the same
occurred after the Balance Sheet Date and prior to the date hereof.

          7.2  Operations.  During the period from the date of this Agreement to
               ----------
the Closing Date, Sellers shall have sole responsibility for the Stations and
their operations (other than those operations conducted by Buyer pursuant to the
terms of the TBA), and during such period, Sellers shall:

               (a)  Operate the Stations (other than those operations conducted
by Buyer pursuant to the terms of the TBA) in a manner consistent with the
normal and prudent operation of commercial broadcast radio station of similar
size and format and in accordance with the rules and regulations of the
Commission and Authorizations and the TBA, and file all ownership reports,
employment reports and other documents required to be filed during such period.

               (b)  Deliver to Buyer within fourteen (14) days after the receipt
thereof copies of any Commission inquiries reasonably expected to lead to a
forfeiture or loss of license.

          7.3  Changes in Information.  During the period from the date of this
               ----------------------
Agreement to the Closing Date, Sellers shall give Buyer prompt written notice of
any material change in, or any of the information contained in, the
representations and warranties made in or pursuant to this Agreement or of any
event or circumstance which, if it had occurred on or prior to the date hereof,
would cause any of such representations or warranties not to be true and correct
in any material respect.

          7.4  Going Off the Air.  If any of the Stations goes off the air for
               -----------------
any length of time for any engineering reason, act of God, or any other reason,
Sellers shall immediately notify Buyer and shall take all reasonable steps to
begin broadcasting as soon as possible.  If such Station is unable to begin and
to continue broadcasting with signal coverage and strength that

                                      -28-
<PAGE>

reasonably approximates its current signal coverage and strength within one
hundred twenty (120) hours, Buyer may, at its option, terminate this Agreement
without incurring any liability to any of the Sellers, provided that to be
effective such notice from Buyer to terminate this Agreement must be delivered
to Sellers within ten (10) business days after Buyer shall receive written
notice from Sellers that normal operations of such Station shall have resumed.

          7.5  Restrictions on Buyers.  Except as provided in the TBA, nothing
               ----------------------
contained in this Agreement shall give Buyers any right to control the
programming or operations of the Stations prior to the Closing Date and Sellers
shall have complete control of the programming and operation of the Stations
between the date hereof and the Closing Date and shall operate the Stations in
conformity with the public interest, convenience and necessity and with all
other applicable requirements of law.

          7.6  Access to Information.  During the period from the date of this
               ---------------------
Agreement to the Closing Date, Buyer and its accountants, counsel and other
representatives, shall be given reasonable and continuing access during normal
business hours and on reasonable prior notice to all of the facilities,
properties, books and records of the Stations, and they shall be furnished with
such documents and information with respect to the affairs of the Stations as
from time to time may reasonably be requested, and, in furtherance thereof,
Buyer may retain an engineering firm of its own choosing at its own expense to
conduct engineering due diligence into the adequacy, operation and condition of
the Stations, and the transmission, receiving, broadcast, studio and production
machinery, equipment, towers and facilities of and/or relating to the Stations,
and their compliance with the standards of applicable law, provided that neither
Buyers nor their agents do not interfere in any material respect with Sellers'
operation of the Stations, provided that nothing herein shall restrict the
access to be afforded to Buyer pursuant to the TBA.

          7.7  Preservation of Business.  Subject to the provisions of the TBA,
               ------------------------
during the period from the date of this Agreement to the Closing Date, Sellers
shall use their reasonable commercial efforts to preserve intact the goodwill of
the Stations and the Business, and the relationships of Sellers and the Stations
with advertisers, customers, suppliers, employees, contracting parties,
governmental authorities and others having business relations with any of
Sellers or the Stations.

          7.8  Brokerage or Finder's Fee.  Buyer represents and warrants to
               -------------------------
Sellers, and Sellers represent and warrant to Buyer, that no person or entity,
except as set forth below, is entitled to any brokerage commissions or finder's
fees in connection with the transactions contemplated by this Agreement as a
result of any action taken by the representing party or any of the affiliates,
officers, directors or employees thereof.  Except as expressly set forth below,
Sellers shall be solely and exclusively responsible for all commissions, finders
fees or other compensation claimed by any person or entity claiming to have
dealt with or for Sellers, and Buyer shall be solely and exclusively responsible
for all commissions, finder's fees or other compensation claimed by any person
or entity claiming to have dealt with or for Buyer.  If the Closing occurs,
Buyer shall be responsible for payment of a fee in the amount of $400,000 to
Michael J. Bergner of Bergner & Co.

          7.9  Sales and Other Taxes.  Sellers and Buyer shall each pay 50% of
               ---------------------
all sales taxes, transfer taxes and intangibles taxes and similar government
charges, filing fees and

                                      -29-
<PAGE>

recording and registration fees applicable to the transactions contemplated by
this Agreement, including, without limitation, all taxes and similar charges, if
any, payable upon the transfer of title to any Purchased Assets. Taxes,
governmental charges or fees incurred upon the granting or recording of
mortgages or deeds of trust by Buyer to Buyer's lenders shall be the
responsibility of Buyer. Buyer and Beasley will cooperate to prepare and file
with the proper public officials, as and to the extent necessary, all
appropriate sales tax exemption certificates or similar instruments as may be
necessary to avoid the imposition of sales, transfer and similar taxes on the
transfer of Purchased Assets pursuant hereto. The provisions of this Section 7.9
shall not apply to filing and grant fees associated with the Assignment
Application. The payment of such fees shall be governed by Section 3.2 hereof.

          7.10  No Shop.  Each of the Sellers agrees that from after the date
                -------
hereof and until the earlier of the termination of this Agreement in accordance
with the terms hereof or twelve (12) months after the date hereof, none of the
Sellers will sell, transfer or otherwise dispose of any of the Stations or any
assets (except for dispositions of assets in the ordinary course of business as
expressly permitted elsewhere in this Agreement) of any of Sellers to be
included in the Purchased Assets (or any rights in any such stock or assets),
and the Sellers will not enter into or pursue any discussions, or enter into any
agreements (oral or written), with respect to, the sale or purchase of any of
the Stations, or any option or warrant with respect to such sale, lease or other
disposition of all or any portion of any of the Purchased Assets.  The
provisions of this Section 7.10 shall not be deemed to limit or negate any other
obligations of the Sellers under this Agreement.

          7.11  Bulk Transfer Laws.  The parties do not believe that any bulk
                ------------------
transfer or fraudulent conveyance statute applies to the transactions
contemplated by this Agreement.  Sellers agree to indemnify and hold Buyers
harmless against any claim by any creditor of any of Sellers or any claimant
against either or both of Buyers as a result of a failure to comply with any
such statute.

          7.12  Environmental Notices.  In the event that, on or prior to the
                ---------------------
Closing, any of the Sellers receives any notice or advice from any governmental
agency or authority or any other source with respect to a Hazardous Discharge or
presence of a Hazardous Substance, they shall immediately notify Buyer and
furnish to Buyer a copy of all such notices, correspondence and other
documentation.  Beasley shall promptly conduct all investigations, studies,
sampling, testing and remediation which may be required in connection with any
such notice or advice under any applicable federal, state and local laws,
ordinances, rules and regulations.

          7.13  Limited Audit Financial Statements.  Sellers shall use
                ----------------------------------
reasonable commercial efforts to cooperate  with the reasonable requests of
Buyer in connection with the preparation after the date hereof of financial
statements ("Limited Audited Financial Statements") for the Stations, for such
period(s) as Buyer shall request, together with the report thereon (unqualified
in any respect) consistent with said Limited Audit Procedures, of certified
public accountants selected by Buyer (the "Auditors"), which report shall be
addressed directly to Buyer.  The fees, costs and expenses of such Auditors for
such limited audit of such Limited Audited Financial Statements shall be borne
by Buyer and Buyer shall reimburse Sellers for any reasonable out-of-pocket
costs incurred by Sellers in cooperating with respect to such Limited

                                      -30-
<PAGE>

Audited Financial Statements. Buyer shall not cause any material disruption to
the Sellers' operations in its preparation of Limited Audited Financial
Statements.

          7.14  Public Announcements.  The parties will coordinate and consult
                --------------------
with one another and obtain the prior approval of the other party, which shall
not be unreasonably withheld, before making any press release or other public
announcement concerning the transactions contemplated under this Agreement;
provided, however, that a party may, without the prior written consent of the
--------  -------
other party, issue such press release or make such public statement as may be
required by any law, rule, regulation, ordinance, order, judgment or decree or
any listing agreement with a national securities exchange to which it or any of
its affiliates is a party if it has used all reasonable efforts to consult with
the other party and to obtain such party's consent but has been unable to do so
in a timely manner.  Nothing in this Section shall prevent either party from
disclosing information to its accountants, attorneys, lenders, investors, or
other advisors ("Representatives"), who shall be advised of the confidential
nature of such information and such party so disclosing such information shall
be responsible for any unauthorized disclosure by any of its Representatives.

          7.15  Nonsolicitation.  For a period of one (1) year from the Closing
                ---------------
Date hereof, no Seller shall or shall permit any person or entity directly or
indirectly (alone or together with others) controlling, controlled by,
affiliated with or related to, any of the Sellers to, directly or indirectly
(including through ownership, management, operation or control of any other
person or entity, or participation in the ownership, management, operation or
control of any other person or entity, or by being connected with or having any
interest in, as a stockholder, agent, consultant, partner or otherwise, any
other person or entity)  without the express prior written consent of Buyer,
directly or indirectly employ or retain or attempt to employ or retain or
knowingly arrange or solicit to have any other person or entity employ or
retain, whether as an employee or consultant, any person who becomes a
Transferred Employee or who is in the employ of Buyer or any of Buyer's
affiliates at the Stations at any time while the License is in effect other than
those employees who have resigned at least 30 days prior to any such employment
or solicitation by any of the Sellers.

                                   ARTICLE 8
                                  Termination
                                  -----------

          8.1  Termination.  This Agreement may be terminated at any time prior
               -----------
to Closing as follows:

               (a)  by mutual written consent of Buyer and Beasley;

               (b)  by written notice from Buyer, (i) if none of Buyers is then
in material breach of this Agreement, (ii) if any of the Sellers has continued
in breach of this Agreement for thirty (30) days after written notice of such
breach from Buyer is received by any of the Sellers; such breach is not cured by
the last day of such 30-day period (the "Cure Period") (which date shall be the
new Closing Date if that date occurs after the date that would be the Closing
Date pursuant to Section 4.1); provided, however, that if such breach cannot be
reasonably cured within such period but can be cured before the Closing Date,
and if diligent efforts to cure promptly commence, then the Cure Period shall
continue as long as such diligent

                                      -31-
<PAGE>

efforts to cure continue, but not beyond the Closing Date, and (iii) such
continuing breach shall have, or could reasonably be expected to have, a
Material Adverse Effect;

               (c)  by written notice from Beasley, if (i) none of the Sellers
is then in material breach of this Agreement, (ii) any of the Buyers has
continued in breach of this Agreement for thirty (30) days after written notice
of such breach from Beasley is received by any of the Buyers, and such breach is
not cured by the end of the Cure Period; provided, however, that if such breach
cannot be reasonably cured within such period but can be cured before the
Closing Date, and if diligent efforts to cure promptly commence, then the Cure
Period shall continue as long as such diligent efforts to cure continue, but not
beyond the Closing Date, provided further that, in the event of a default by
Buyer in payment of the Purchase Price hereunder, in no event will the Cure
Period extend for more than 15 days and (iii) such continuing breach shall have,
or could reasonably be expected to have, a material adverse effect on Buyer's
ability to consummate the transactions contemplated hereby;

               (d)  by written notice by Buyer to Beasley, or by Beasley to
Buyer, if the FCC denies the Assignment Application;

               (e)  as provided in Section 3.4;

               (f)  as provided in Section 10.1;

               (g)  by written notice of Beasley to Buyer if the Closing shall
not have been consummated on or before the date twelve months after the date of
this Agreement provided that none of the Sellers are then in breach or default;
or

               (h)  by written notice of Buyer to Beasley if the Closing shall
not have been consummated on or before the date twelve months after the date of
this Agreement provided that none of the Buyers are then in breach or default;

          8.2  Effect of Termination.
               ---------------------

          Upon termination of this Agreement, each party shall thereafter remain
liable for breach of this Agreement prior to such termination, subject, however,
to Section 8.4 hereof.

          8.3  Specific Performance.  The Sellers agree that the Purchased
               --------------------
Assets include unique property that cannot be readily obtained on the open
market and that Buyers will be irreparably injured if this Agreement, including
Section 7.15, is not specifically enforced.  Therefore, Buyers shall have the
right specifically to enforce the performance of the Sellers under this
Agreement without the necessity of posting any bond or other security, and the
Sellers hereby waive the defense in any such suit that Buyers have an adequate
remedy at law and agree not to interpose any opposition, legal or otherwise, as
to the propriety of specific performance as a remedy.  In addition, if any
dispute arises concerning action in violation of any provision of Section 7.15,
the Sellers agree that Buyer may seek an injunction restraining such action
pending determination of such controversy and that no bond or other security
shall be required in connection therewith.  The remedy of specifically enforcing
any or all of the provisions of this Agreement in accordance with this Section
8.3 shall not be exclusive of any other rights and

                                      -32-
<PAGE>

remedies which Buyers may otherwise have, all of which rights and remedies shall
be cumulative.

          8.4  Liquidated Damages.  If any of the Sellers terminates this
               ------------------
Agreement due to Buyer's failure to consummate the Closing on the Closing Date
in accordance with this Agreement or if this Agreement is otherwise terminated
by any of the Sellers pursuant to Section 8.1(c), then Buyer shall pay Beasley
as the sole and exclusive remedy of the Sellers (or any of them) and as
liquidated damages an amount equal to Five Million U.S. Dollars ($5,000,000), as
such amount may be reduced pursuant to Section 14(c) of the TBA, which payment
is inclusive of (and not in addition to) the draw proceeds of the Letter of
Credit to the extent remitted to any of the Sellers.  It is understood and
agreed that such liquidated damages amount represents Buyer's and Beasley's
reasonable estimate of actual damages and does not constitute a penalty, and
that none of Buyers shall have any other liability or obligation whatsoever
arising out of or in connection with this Agreement or the TBA if the Closing
shall not occur.

                                   ARTICLE 9
                                Indemnification
                                ---------------

          9.1  Obligation to Indemnify.  (a)  Following the Closing, Buyer
               -----------------------
hereby agrees to save, indemnify and hold harmless Sellers, and the directors,
officers and managers of each of Sellers (collectively with Sellers, the "Seller
Indemnitees"), from and against, and shall on demand reimburse the Seller
Indemnitees for:

                    (i)   any loss, liability, damage, or deficiency suffered or
incurred by any of the Seller Indemnitees by reason of or in connection with any
of the Assumed Obligations, including any failure by Buyer to comply with the
Obligations Undertaking;

                    (ii)  any and all loss, liability, damage or deficiency
suffered or incurred by any of the Seller Indemnitees by reason of any
misrepresentation or breach of warranty by Buyers or nonfulfillment of any
covenant or agreement to be performed or complied with by Buyers under this
Agreement or in any agreement, certificate, document or instrument executed by
any of Buyers and delivered to Sellers pursuant to or in connection with this
Agreement;

                    (iii) any and all loss, liability, damage, or deficiency
suffered or incurred by any of the Seller Indemnitees by reason of the operation
by Buyer of the Stations after the Closing;

                    (iv)  any and all actions, suits, proceedings, claims,
demands, assessments, judgments, costs and expenses, including reasonable
attorneys' fees, incident to any of the foregoing, or incurred in investigating
or attempting to avoid the same or to oppose the imposition thereof, or in
enforcing any of the obligations under this Section 9.1(a).

               (b)  Following the Closing, the Sellers hereby jointly and
severally, agree to save, indemnify and hold harmless Buyers, and the officers,
managers and members of each of Buyers (collectively with Buyers, the "Buyer
Indemnitees"), from, against and in respect of, and shall on demand reimburse
the Buyer Indemnitees for:

                                      -33-
<PAGE>

                    (i)   any and all loss, liability, damage or deficiency
suffered or incurred by any of the Buyer Indemnitees by reason of any
misrepresentation, breach of warranty or nonfulfillment of any covenant or
agreement to be performed or complied with by any of the Sellers under this
Agreement or any agreement, certificate, document or instrument executed by any
of the Sellers and delivered to any of Buyers pursuant to or in connection with
this Agreement;

                    (ii)  any loss, liability, damage or deficiency suffered or
incurred by any of the Buyer Indemnitees by reason of or in connection with any
of the Excluded Liabilities;

                    (iii) any and all loss, liability or damage suffered or
incurred by any of the Buyer Indemnitees in respect of or in connection with any
and all debts, liabilities and obligations of, and any and all violation of
laws, rules, regulations, codes or orders by any of Sellers, direct or indirect,
fixed, contingent, legal, statutory, contractual or otherwise, which exist at or
as of the Closing Date or which arise after the Closing Date but which are based
upon or arise from any act, transaction, circumstance, sale or providing of air
time, goods or services, state of facts or other condition which occurred or
existed, or the content of any program, advertisement or transmission
broadcasted or aired, on or before the TBA Commencement Date, whether or not
then known, due or payable, except to the extent specifically assumed by Buyer
pursuant to the Obligations Undertaking;

                    (iv)  any and all loss, liability or damage suffered or
incurred by any of the Buyer Indemnitees in respect of or in connection with any
Employee Benefit Plan; and

                    (v)   any and all actions, suits, proceedings, claims,
demands, assessments, judgments, costs and expenses, including, without
limitation, reasonable attorneys' fees, incident to any of the foregoing or
incurred in investigating or attempting to avoid the same or to oppose the
imposition thereof, or in enforcing any of the obligations under this Section
9.1(b).

          9.2  Survival and Other Matters.  (a)  Each representation, warranty,
               --------------------------
indemnity, covenant and agreement of any of the parties hereto shall survive the
Closing; provided, however, that no party shall be entitled to assert claims
against any other for (x) misrepresentations or breach of warranty, covenant or
agreement under or pursuant to this Agreement unless the party asserting such
claim shall notify the other in writing of such claim within twelve (12) months
after the Closing Date; provided, however, that the foregoing twelve (12) month
limitation on survival shall not apply to claims that may be asserted by a party
hereto as a result of or arising out of (x) the actions, claims or demands of
any party other than the party to this Agreement asserting such claim, (y) any
of the Excluded Liabilities or (z) any of the Assumed Obligations (claims under
any of clauses (x), (y) or (z) being referred to as "Third Party Claims"), and
such Third Party Claims may be asserted at any time within three (3) years after
the Closing Date.  Notwithstanding the foregoing, in no event shall the Sellers,
on the one hand, or Buyers, on the other hand, have any liabilities under or
pursuant to this Agreement (x) for any misrepresentations or breaches of
warranties, covenants or agreements contained herein (other than in respect of
Third Party Claims) until such liabilities shall exceed $75,000 in the
aggregate, at which time such indemnifying party shall be fully liable for all
such liabilities,

                                      -34-
<PAGE>

including the first $75,000 or (y) in excess of Three Million Five Hundred
Thousand Dollars ($3,500,000).

               (b)  Anything to the contrary in this Agreement notwithstanding,
Buyer shall be solely and exclusively responsible and liable for all obligations
of any of Buyers, and License Co. shall not have or incur any liability
whatsoever, arising out of this Agreement or any of the transactions
contemplated hereby.

               (c)  The amount of any and all loss, liability, damage or
deficiency suffered by an indemnified party and subject to indemnification under
this Section 9 shall be reduced by the net amount recovered by the indemnified
party (after deducting all attorneys' fees, expenses, and other out-of-pocket
costs of recovery) from any insurer or other third party.

          9.3  Indemnification Sole Remedy.  After Closing, except with respect
               ---------------------------
to breaches or violations of Section 7.15 hereof, the right to indemnification
pursuant to this Article 9 shall be the sole and exclusive remedy of any party
in connection with any breach by another party of its representations,
warranties, or covenants, in lieu of any remedy to which any party may otherwise
be entitled as a result of any such breach.

          9.4  Provisions Regarding Indemnification.
               ------------------------------------

               (a)  In connection with claims for indemnification or to be held
harmless hereunder arising out of actions, suits or proceedings brought against
an indemnified party by third parties, the following shall be applicable:

                    (i)  The indemnified party shall give prompt written notice
to the indemnifying parties of any action, suit or proceeding brought against
the indemnified party by a third party, which gives rise to a claim by the
indemnified party against the indemnifying parties based on the indemnity
agreements contained in this Agreement and copies of all pleadings relating
thereto; provided, however, that the failure to so notify the indemnifying party
shall not relieve the indemnifying party from its obligation to indemnify the
indemnified party in such action, suit or proceeding except to the extent the
failure to notify has materially prejudiced the indemnifying party's ability to
defend the claim or proceeding.

                    (ii) In the event any action, suit or proceeding is brought
against the indemnified party, with respect to which any of the indemnifying
parties may have liability under the indemnity agreements contained herein, the
indemnifying party shall have the right, subject to the provisions of this
Section 9.3, to defend the action, suit or proceeding, with counsel reasonably
acceptable to the indemnified party, or compromise, settle or otherwise dispose
of the same, all at the indemnifying parties' sole cost and expense. The
indemnified party shall have the right to employ its own counsel in any such
case, and the fees and expenses of such counsel shall be at the indemnified
party's own expense unless (A) the employment of such counsel and the payment of
such fees and the expenses shall have been authorized in writing by the
indemnifying parties, in their sole discretion, in connection with the defense
of such action, suit or proceeding, or (B) such indemnified party shall have
reasonably concluded that there may be one or more defenses available to it that
are in conflict with one or more of those available to any of the indemnifying
parties, or (C) the indemnifying parties fail within a

                                      -35-
<PAGE>

reasonable time to employ counsel to represent the indemnified party, in the
latter of which events the indemnifying parties shall not have the right to
defend such action, suit or proceeding on behalf of the indemnified party. The
indemnified party shall be kept informed of such action, suit or proceeding at
all stages thereof whether or not it is so represented. Each party shall make
available to the other party and its attorneys and accountants all books and
records of such party necessary or useful to defend or compromise such action,
suit or proceeding.

               (b)  Notwithstanding the foregoing provisions of this Section
9.3, the indemnifying parties shall have no right to defend any action, suit or
proceeding or compromise, settle or otherwise dispose of the same if:

                    (i)   such action, suit or proceeding is brought by or
before the FCC;

                    (ii)  such action, suit or proceeding seeks injunctive or
other equitable relief against the indemnified party; or

                    (iii) any of the indemnifying parties is then in default in
any of the material obligations thereof under this Agreement.

               (c)  If an indemnified party fails to comply with any of its
obligations under this Section 9.4, the indemnifying parties may offset against
the indemnification liability otherwise payable by the indemnifying parties to
the indemnified party the amount of damages actually suffered by the
indemnifying parties as a result of such default.

               (d)  If an indemnifying party is otherwise entitled to control
the settlement of an action, suit or proceeding then, subject to the
requirements and limitations of this Section 9.3, the indemnifying party will be
entitled to control such settlement only if (i) the terms of such settlement
require no more than the payment of money (i.e., such settlement does not
require any indemnified party to admit any wrong doing or take or refrain from
taking any action), (ii) the full amount of such monetary settlement is paid by
the indemnifying party, and (iii) the indemnifying party receives as part of
such settlement a legally binding and enforceable unconditional satisfaction
and/or release, in form and substance reasonably satisfactory to the
indemnifying party, providing that the action, suit or proceeding and any
claimed liability or obligation of the indemnifying party with respect thereto
is being fully satisfied by reason of such settlement and that the indemnifying
party is being released from any and all obligations or liabilities it may have
with respect thereto.

               (e)  No indemnifying party shall have any right to defend any
such action, suit or proceeding if the indemnifying party does not
unconditionally acknowledge in writing, within a reasonable period of time after
any indemnified party gives notice of such action, suit or proceeding, that each
of the indemnifying parties is obligated to indemnify the indemnified party in
full with respect to such action, suit or proceeding as provided in Section 9.1
hereof.

               (f)  Buyer expressly waives any and all rights of set off or
deduction in respect of any and all amounts due under the Note, whether such
rights arise out of or in

                                      -36-
<PAGE>

connection with this Agreement, the TBA, at common law, in equity or under other
applicable law.

                                   ARTICLE 10
                                  Risk of Loss
                                  ------------

          10.1  Risk of Loss.  Except to the extent expressly provided otherwise
                ------------
in the TBA, or caused by actions taken or not taken (when such actions should
have been taken) by any of the Buyers either pursuant to this Agreement or the
TBA or in breach of this Agreement or the TBA, (a) the risk of loss, damage or
destruction to the Purchased Assets and/or the Real Properties from fire or
other casualty or cause, shall be borne by Sellers at all times up to the
Closing; and (b) it shall be the responsibility of Beasley to repair or cause to
be repaired and to restore the affected property to its condition prior to any
such loss, damage or destruction.  In the event of any such loss, damage or
destruction, the proceeds of any claim for any loss payable under any insurance
policy with respect thereto shall be used to repair, replace or restore any such
property to its former condition subject to the conditions stated below.  In the
event that property reasonably required for the normal operation of any of the
Stations is not repaired, replaced or restored prior to the Closing, unless such
damage was caused in whole or in material part by Buyer, including pursuant to
Buyer's use of the Stations under the TBA, Buyer, at its sole option, upon
written notice to Sellers: (a) may elect to postpone Closing until such time as
the property has been repaired, replaced or restored, or (b) may elect to
consummate the Closing and accept the property in its then condition, in which
event Seller shall assign to Buyer all proceeds of insurance theretofore, or to
be, received, covering the property involved; and if Buyer shall extend the time
for Closing pursuant to clause (a) above, and the repairs, replacements or
restorations are not completed within sixty (60) days after the later of the
date on which Final Order for the Stations has come into existence and effect or
March 31, 2002, Buyer may terminate this Agreement by giving written notice
thereof to Sellers.

                                   ARTICLE 11
                                 Miscellaneous
                                 -------------

          11.1  Binding Agreement.  All the terms and provisions of this
                -----------------
Agreement shall be binding upon, inure to the benefit of, and be enforceable by,
the parties hereto and their successors and permitted assigns.

          11.2  Assignment.  This Agreement and all rights of Buyers shall be
                ----------
assignable by Buyers to one or more subsidiaries or affiliates of Buyer, prior
to the Closing upon prior notice to Sellers, and may be collaterally assigned to
institutional lenders to Buyer, and, after the Closing may be assigned by Buyers
in any manner they deem appropriate, in each case without the consent of any of
the Sellers.  This Agreement and all rights of Sellers shall be assignable by
Sellers to one or more of its affiliates prior to the Closing upon prior notice
to Buyer so long as such assignment would not delay the Closing, and may be
collaterally assigned to institutional lenders to Sellers.  In addition, this
Agreement and all rights of Buyers shall be assignable to a qualified
intermediary or exchange accommodation titleholder as and to the extent
necessary under Treasury Regulations 1.1031 and Revenue Procedure 2000-37 to
permit Buyers to treat the acquisition of the Purchased Assets (or a portion
thereof) hereunder as part of a like kind exchange of property as contemplated
by Section 4.7 hereof.  Prior to the Closing, this

                                      -37-
<PAGE>

Agreement shall not be assignable by any of the Sellers without the prior
written consent of Buyer. No assignment shall relieve the assigning party of its
obligations hereunder.

          11.3  Law To Govern.  This Agreement, the Obligations Undertaking and
                -------------
the Non-Competition Agreement shall be construed and enforced in accordance with
the internal laws of the State of New York, without regard to principles of
conflict of laws.

          11.4  Notices.  All notices shall be in writing and shall be deemed to
                -------
have been duly given when (i) delivered personally (which shall include delivery
by FedEx or other nationally-recognized, reputable overnight courier service
that issues a receipt or other confirmation of delivery), (ii) three (3)
business days after the date when deposited in the mail if mailed via registered
or certified mail, return receipt requested, postage prepaid to the other party
hereto at the addresses set forth below, or (iii) when transmitted by facsimile,
with a copy mailed on the same day in the manner provided in clause (ii), when
receipt is confirmed by telephone:

               if to any of Sellers, to:

               Beasley Broadcasting of Nevada, LLC
               3033 Riviera Drive, Suite 200
               Naples, FL 34103
               Attn: B. Caroline Beasley

               with a copy to:

               Joseph D. Sullivan
               Arthur S. Landerholm
               Latham & Watkins
               555 11/th/ Street, NW, Suite 1000
               Washington, DC 20004

               if to any of Buyers, to:

               Wilks Broadcasting LLC
               9330 Old Southwick Pass
               Alpharetta, GA 30022
               Attn: Mr. Jeffrey Wilks

               with copies to:

               The Wicks Group of Companies, L.L.C.
               405 Park Avenue
               New York, NY 10022
               Attn: Mr. Craig B. Klosk

                                      -38-
<PAGE>

                and

                Golenbock, Eiseman, Assor, Bell & Peskoe
                437 Madison Avenue
                New York, NY 10022
                Attn: Nathan E. Assor, Esq.

or to such other addresses as any such party may designate in writing in
accordance with this Section 11.4.

          11.5  Fees and Expenses.  Except as expressly set forth in this
                -----------------
Agreement, each of the parties shall pay its own fees and expenses with respect
to the transactions contemplated hereby.

          11.6  Entire Agreement.  This Agreement sets forth the entire
                ----------------
understanding of the parties hereto in respect of the subject matter hereof and
may not be modified or amended except by a written agreement specifically
referring to this Agreement signed by all of the parties hereto.  This Agreement
supersedes all prior agreements and understandings among the parties with
respect to such subject matter.

          11.7  Waivers.  Any failure by any party to this Agreement to comply
                -------
with any of its obligations hereunder may be waived by any Sellers in the case
of a default by any of Buyers and by Buyer in case of a default by any of the
Sellers.  No waiver shall be effective unless in writing and signed by the party
granting such waiver, and no such waiver shall be deemed a waiver of any
subsequent breach or default of the same or similar nature.

          11.8  Severability.  Any provision of this Agreement which is rendered
                ------------
unenforceable by a court of competent jurisdiction shall be ineffective only to
the extent of such prohibition or invalidity and shall not invalidate or
otherwise render ineffective any or all of the remaining provisions of this
Agreement.

          11.9  No Third-Party Beneficiaries.  Nothing herein, express or
                ----------------------------
implied, is intended or shall be construed to confer upon or give to any person,
firm, corporation or legal entity, other than the parties hereto, any rights,
remedies or other benefits under or by reason of this Agreement or any documents
executed in connection with this Agreement.

          11.10 Affiliate.  For purposes of this Agreement, the term
                ---------
"affiliate" when used with respect to any person or entity, shall mean any
person or entity which directly or indirectly, alone or together with others,
controls, is controlled by or is under common control with such person or
entity.

          11.11 Drafting.  No party shall be deemed to have drafted this
                --------
Agreement but rather this Agreement is a collaborative effort of the undersigned
parties and their attorneys.

          11.12 Counterparts.  This Agreement may be executed in any number of
                ------------
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement.

                                      -39-
<PAGE>

          11.13  Headings.  The Section and paragraph headings contained herein
                 --------
are for the purposes of convenience only and are not intended to define or limit
the contents of said Sections and paragraphs.

          11.14  Use of Terms.  Whenever required by the context, any pronoun
                 ------------
used in this Agreement shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice versa.  The use of the words "include" or "including" in
this Agreement shall be by way of example rather than by limitation.  Reference
to any agreement, document or instrument means such agreement, document or
instrument as amended or otherwise modified from time to time in accordance with
the terms thereof.  Unless otherwise indicated, reference in this Agreement to a
"Section" or Article" means a Section or Article, as applicable, of this
Agreement.  When used in this Agreement, words such as "herein", "hereinafter",
"hereof", "hereto", and "hereunder" shall refer to this Agreement as a whole,
unless the context clearly requires otherwise.  The use of the words "or,"
"either" and "any" shall not be exclusive.  The parties hereto have participated
jointly in the negotiation and drafting of this Agreement.  In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.

                                      -40-
<PAGE>

          IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.

                                    BEASLEY BROADCASTING OF NEVADA, LLC

                                    By:   /s/ Caroline Beasley
                                       --------------------------------
                                       Name:  Caroline Beasley
                                       Title: Manager

                                    KJUL LICENSE, LLC

                                    By:   /s/ Caroline Beasley
                                       --------------------------------
                                       Name:  Caroline Beasley
                                       Title: Manager

                                    WILKS BROADCASTING LLC

                                    By:   /s/ Jamie M. Weston
                                       --------------------------------
                                       Name:  Jamie M. Weston
                                       Title: Vice President

                                    WILKS LICENSE CO., LLC

                                    By:   /s/ Jamie M. Weston
                                       --------------------------------
                                       Name:  Jamie M. Weston
                                       Title: Vice President

          Beasley FM Acquisition Corp., a Delaware corporation, ("BFMA") hereby
guarantees the full and complete performance of the obligations of Sellers under
Section 9.1(b) hereof.  BFMA hereby waives any defense that it may have that any
future amendment, modification, or waiver of this Agreement renders its
guarantee in the immediately preceding sentence unenforceable under New York
Law.  BFMA hereby consents to the choice of law provision of Section 11.3 of
this Agreement and acknowledges and agrees that notices may be sent to it
pursuant to Section 11.4 of this Agreement at the address set forth for the
Sellers.

BEASLEY FM ACQUISITION CORP.

By:   /s/ Caroline Beasley
   -------------------------
   Name:  Caroline Beasley
   Title: VP/CFO/Sec/Treas

                                      -41-
<PAGE>

                                  Exhibit 1.1
                                  -----------

                                  BILL OF SALE
                                  ------------

          This Bill of Sale is delivered to Wilks Broadcasting LLC, a Delaware
limited liability company ("Buyer") and Wilks License Co., LLC, a Delaware
limited liability company ("License Co." and together with Buyer being
hereinafter referred to as "Buyers"), pursuant to the terms of the Agreement of
Purchase and Sale of Assets (the "Agreement"), dated as of October 31, 2001,
among Beasley Broadcasting of Nevada, LLC, a North Carolina limited liability
company ("Beasley"), KJUL License, LLC, a North Carolina limited liability
company ("Licensing" and together with Beasley being hereinafter referred to as
"Sellers"), Buyer and License Co.  Capitalized terms used but not defined herein
are used with the definitions given them in the Agreement.

          For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged:

          1.  Sellers do hereby sell, transfer, convey, assign, grant and
deliver to Buyer all right, title, and interest in and to all business,
properties, assets, machinery, equipment, furniture, fixtures, franchises, and
goodwill and rights of Sellers as a going concern, of every nature, kind and
description, tangible and intangible, owned or leased, wheresoever located and
whether or not carried or reflected on the books or records of Seller and used,
held for use or useful in connection with the operation of any of radio stations
WRNO(FM), New Orleans, Louisiana and KMEZ(FM), La Belle Chasse, Louisiana
(individually, a "Station" and collectively, the "Stations"), as more
specifically defined as the "Purchased Assets" (as such term is defined in the
Agreement), free and clear of any debts, liens, pledges, charges, mortgages,
security interests, restrictions, easements, liabilities, claims, title defects,
encumbrances, or rights of others of every kind and description, except for
Permitted Liens (as such term is defined in the Agreement), excluding however
from this Bill of Sale the "Excluded Assets"; it being understood that License
Co. is acquiring all right, title and interest of any of Sellers in and to the
Commission Authorizations and Buyer is acquiring all of the other Purchased
Assets.

          To have and to hold all of the foregoing and unto Buyers, their
respective successors and assigns, forever.

          2.  This Bill of Sale is made pursuant to the terms of the Agreement
and is made is without representation or warranty except those representations
and warranties contained in and provided by the Agreement.  This Bill of Sale
does not create any obligations, covenants, representations or warranties or
alter or amend any of the obligations, covenants, representations, or warranties
contained in the Agreement.  In the event of any inconsistency between this Bill
of Sale and the Agreement, the Agreement shall control.
<PAGE>

          3.  This Instrument shall inure to the benefit of and is binding upon
the respective successors and assigns of Buyers and Sellers.



               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS]

                                       2
<PAGE>

          IN WITNESS WHEREOF, Seller has caused this instrument to be duly
executed as of the __ day of ________, 200_.


                                           BEASLEY BROADCASTING OF NEVADA, LLC



                                           By:___________________________
                                              Name:
                                              Title:


                                           KJUL LICENSE, LLC



                                           By:___________________________
                                              Name:
                                              Title:

                                       3
<PAGE>

                                  Exhibit 2.2
                                  -----------

                                ESCROW AGREEMENT
                                ----------------

          This Escrow Agreement, dated as of ______ __, 2001, by and among
Beasley Broadcasting of Nevada, LLC, a North Carolina limited liability company
("Seller"), Wilks Broadcasting LLC, a Delaware limited liability company
  ------
("Purchaser") and Michael J. Bergner, as escrow agent only ("Escrow Agent").
  ---------                                                  ------------

                              W I T N E S S E T H:
                              -------------------

          WHEREAS, simultaneously with the execution and delivery of this Escrow
Agreement, Seller, KJUL License, LLC, a North Carolina limited liability
company, Purchaser and Wilks License Co., LLC, a Delaware limited liability
company, are executing and delivering to each other the Agreement of Purchase
and Sale of Assets, dated as of the date hereof (the "Purchase Agreement"),
                                                      ------------------
relating to the sale and purchase of the Purchased Assets (capitalized terms
used herein and not otherwise defined are used herein with the meanings ascribed
thereto in the Purchase Agreement); and

          WHEREAS, pursuant to the provisions of the Purchase Agreement, Seller
and Purchaser have requested Escrow Agent (i) to hold in escrow in accordance
with the provisions of the Purchase Agreement and this Escrow Agreement, the
Letter of Credit, the proceeds of any drawings thereof, and any funds deposited
hereunder in lieu of or in exchange for the release of the Letter of Credit, and
(ii) to act as escrow agent hereunder; and

          WHEREAS, Escrow Agent is willing to hold the same in escrow in
accordance with the provisions of this Escrow Agreement and to act as escrow
agent hereunder;

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

          FIRST:  Seller and Purchaser hereby appoint Escrow Agent to serve as
          -----
escrow agent hereunder, subject to and in accordance with the provisions of this
Escrow Agreement, and Escrow Agent agrees to act as escrow agent hereunder,
subject to and in accordance with the provisions of this Escrow Agreement.

          SECOND:  A. Escrow Agent acknowledges receipt of a letter of credit
          ------
issued by The Bank of New York ("Issuer") naming the Escrow Agent as
                                 ------
beneficiary, and in the amount of THREE MILLION UNITED STATES DOLLARS (U.S.
$3,000,000), a copy of which is attached hereto as Exhibit A (such letter of
credit, and/or any and all replacement letters of credit therefor or renewals
thereof deposited with Escrow Agent hereunder being herein called the "Letter of
                                                                       ---------
Credit"), and Escrow Agent agrees to hold the Letter of Credit, and the proceeds
------
of any
<PAGE>

drawings on same and/or any funds deposited ("Draw Proceeds") by or on behalf of
Purchaser under this Escrow Agreement in lieu of or in substitution for the
Letter of Credit (collectively hereinafter referred to as the "Escrow
                                                               ------
Proceeds"), in escrow, subject to and in accordance with the provisions of this
--------
Escrow Agreement.

          B.  From time to time after the date hereof, Purchaser may elect to
substitute for the Letter of Credit one or more Letters of Credit in an
aggregate amount equal to the amount of the Letter of Credit to be so
substituted for, and with substantially the same terms and conditions, and
issued by the Issuer or a United States bank reasonably acceptable to Seller (a
"Substitute Letter of Credit") in which event, Escrow Agent shall, together with
 ---------------------------
Purchaser, arrange for a procedure for the simultaneous exchange of the Letter
of Credit to be substituted for and such Substitute Letter of Credit, and, upon
such exchange, such new Letter(s) of Credit shall be deemed to constitute the
Letter of Credit held hereunder, and such Letter of Credit substituted for shall
cease to be held under this Escrow Agreement and may be returned by Purchaser to
the issuing bank for cancellation.  If Escrow Agent shall have received notice
from the Issuer that the Letter of Credit is not being renewed and if Purchaser
does not provide the Escrow Agent with a Substitute Letter of Credit at least
five (5) business days prior to the expiration of the Letter of Credit, the
Escrow Agent shall, prior to the expiration of the Letter of Credit, draw on it
and hold the proceeds thereof as Draw Proceeds in accordance with the terms
hereof.

          THIRD:  A.  All Draw Proceeds (and any interest or income earned
          -----
thereon) shall, at the direction of Purchaser from time to time, be deposited
and/or invested in any of the following (the Draw Proceeds with interest or
income earned thereon, being referred to herein collectively as the "Escrow
                                                                     ------
Funds"):  (i) obligations issued or guaranteed as to interest and principal by
-----
the government of the United States or any agency or instrumentality thereof; or
(ii) obligations (including certificates of deposit and bankers' acceptances) of
U.S. banks which at the date of investment have capital, surplus, and undivided
profits (as of the date of their most recently published annual financial
statements) in excess of $50,000,000; (iii) commercial paper which at the date
of investment is rated A-1 by Standard & Poor's Corporation or Prime-1 by
Moody's Investment Service, Inc. or, if not rated, is of equivalent quality;
(iv) repurchase agreements fully secured by obligations of any of the kinds
specified in clauses (i) through (iii) above and issued by any government bond
dealer reporting to, trading with and recognized as a primary dealer by the
Federal Reserve Bank of New York or by any bank or trust company organized in
the United States of America which has a combined capital, surplus and undivided
profits of not less than $50,000,000; or (v) interests in any money market fund
or trust,  the investments of which are principally restricted to obligations of
any of the kinds specified in clauses (i) through (iv) above.  None of the
Escrow Funds shall become subject to the debts, obligations, liens, charges,
claims or encumbrances of Escrow Agent.  All interest and income earned on the
Draw Proceeds ("Earnings") shall at all times be deemed earned by and the sole
property of Purchaser and shall be disbursed to Purchaser from time to time by
the Escrow Agent promptly upon Purchaser's request therefor; provided that if
Seller delivers a Seller's Notice of Demand and the Escrow Agent ultimately
delivers all or a portion of the Draw Proceeds in response, then Seller shall be
entitled to any Earnings that may have accrued on the Draw Proceeds, or the
portion thereof delivered to Seller, as the case may be, from the date upon
which Seller gave the Seller's Notice of Demand.

                                       2
<PAGE>

                   B.  If Escrow Agent is instructed by Purchaser to disburse
all or any portion of the Escrow Funds to Seller, or to draw upon the Letter of
Credit and to cause the proceeds thereof to become Draw Proceeds held in escrow
under this Escrow Agreement, Escrow Agent shall comply with such instructions.

                   C.  If Escrow Agent is instructed by Seller to disburse all
or any portion of the Escrow Funds to Purchaser, Escrow Agent shall comply with
such instructions.

                   D.  In all events, Escrow Agent shall comply with the joint
written instructions of Seller and Purchaser.

          FOURTH:  A.  If Seller believes that it is entitled to the entire Draw
          ------
Proceeds by reason of any entitlement thereto under Section 2.2(b)(ii) of the
Purchase Agreement, and if Seller shall give notice to Purchaser and Escrow
Agent requesting that Escrow Agent disburse the Draw Proceeds (and to draw upon
the Letter of Credit to effectuate the foregoing), to Seller by reason thereof
(such notice being referred to herein as a "Seller's Notice of Demand"), then:
                                            -------------------------
Escrow Agent shall promptly give notice to Purchaser advising Purchaser that it
has received such Seller's Notice of Demand (any such notice being referred to
herein as a "Escrow Agent's Notice of Seller's Demand"), and shall enclose with
             ----------------------------------------
Escrow Agent's Notice of Seller's Demand a photocopy of Seller's Notice of
Demand.  Unless, within twenty (20) days after the giving of Escrow Agent's
Notice of Seller's Demand, Escrow Agent shall receive a notice from Purchaser
objecting to Seller's Notice of Demand (any such notice is referred to as a
"Purchaser's Notice of Dispute"), Escrow Agent shall disburse to Seller the
 -----------------------------
Escrow Funds (after having drawn upon the Letter of Credit).  If Escrow Agent
receives any such Purchaser's Notice of Dispute within the twenty (20) day
period aforesaid, Escrow Agent shall not disburse to Seller any of the Draw
Proceeds, unless (i) thereafter instructed to do so by Purchaser or (ii)
required to do so by an order or judgment of a court of competent jurisdiction
(a "Court") after the rights of Purchaser and Seller shall have been fully
    -----
adjudicated (with all rights of appeal having expired or terminated) by such
Court.

                   B.  If Purchaser believes that it is entitled to the Draw
Proceeds by reason of any entitlement thereto pursuant to the Purchase
Agreement, and if Purchaser shall give notice to Escrow Agent and Seller
requesting that Escrow Agent disburse all the Escrow Funds to Purchaser by
reason thereof (such notice being referred to herein as a "Purchaser's Notice of
                                                           ---------------------
Demand"), then: Escrow Agent shall promptly give notice to Seller advising
------
Seller that it has received such Purchaser's Notice of Demand (any such notice
being referred to herein as a "Escrow Agent's Notice of Purchaser's Demand"),
                               -------------------------------------------
and shall enclose with Escrow Agent's Notice of Purchaser's Demand a photocopy
of Purchaser's Notice of Demand. Unless, within twenty (20) days after the
giving of Escrow Agent's Notice of Purchaser's Demand, Escrow Agent shall
receive a notice from Seller objecting to Purchaser's Notice of Demand (any such
notice being referred to as a "Seller's Notice of Dispute"), Escrow Agent shall
                               --------------------------
disburse to Purchaser the Draw Proceeds. If Escrow Agent receives any such
Seller's Notice of Dispute within the twenty (20) day period aforesaid, Escrow
Agent shall not disburse any of the Draw Proceeds, unless (i) thereafter
instructed to do so by Seller or (ii) required to do so by an order or judgment
of a Court after the rights of Purchaser and Seller have been fully adjudicated
(with all rights of appeal having expired or terminated) by such Court.

                                       3
<PAGE>

                   C.  Nothing contained herein shall limit or affect the
entitlement of Purchaser to the Earnings and to the disbursement thereof to it
upon its request to Escrow Agent.

          FIFTH:  Except as in this Escrow Agreement expressly provided, Escrow
          -----
Agent shall not disburse to Seller or to Purchaser, or draw upon, all or any
portion of the Escrow Funds and/or the Letter of Credit.

          SIXTH:   A.  Escrow Agent, when acting in good faith, shall not be
          -----
responsible for the identity, authority or rights of any person, firm or
corporation executing or delivering or purporting to execute or deliver this
Escrow Agreement or any document pursuant hereto (other than by or on behalf of
Escrow Agent), or for the sufficiency, genuineness or validity of any such
document.

                   B.  Escrow Agent shall not be liable or responsible for any
act it may do or omit in the absence of gross negligence or willful misconduct.

                   C.  In the event that (a) Escrow Agent receives a written
Notice of Dispute from Seller or Purchaser as provided in Article FOURTH, or (b)
any controversy shall arise between Seller and Purchaser with respect to this
Agreement, the Letter of Credit, the Escrow Funds, or any part thereof, or the
right of any party or other person to receive the same, or the parties shall
fail to designate another escrow agent if the Escrow Agent should resign as
provided herein, Escrow Agent shall (i) withhold delivery of the Escrow Funds
and the Letter of Credit or any disputed portion thereof, as the case may be, as
provided in said Article FOURTH, until instructed in writing to do so by
Purchaser and Seller or when required to do so by an order or judgment of a
Court after the rights of Purchaser and Seller shall have been fully adjudicated
(with all rights of appeal having expired or terminated) by such Court, or (ii)
institute a bill of interpleader in any Court to determine the rights of the
parties hereto (the right of Escrow Agent to institute such bill of interpleader
shall not, however, be deemed to modify the manner in which Escrow Agent is
entitled to make disbursements of the Escrow Funds or the Letter of Credit as
herein above set forth other than to tender the same into the registry of such
Court). Should a bill of interpleader be instituted, or should Escrow Agent be
threatened with litigation or become involved in litigation in any manner
whatsoever on account of this Escrow Agreement or the Letter of Credit or the
Escrow Funds, then as between themselves and the Escrow Agent, Purchaser, on the
one hand, and Seller, on the other hand, hereby agree each to pay Escrow Agent
fifty (50) percent of Escrow Agent's reasonable attorneys' fees and any and all
other disbursements, expenses, costs and damages of Escrow Agent in connection
with or resulting from such threatened or actual litigation. In case any
property held by Escrow Agent hereunder shall be attached, garnished or levied
upon under any order of a Court, or the delivery thereof shall be stayed or
enjoined by any order of any said Court, or any other order, judgment or decree
shall be made or entered by any such Court affecting such property, or any part
thereof, or any act of Escrow Agent shall be so stayed or enjoined, Escrow Agent
is hereby expressly authorized in its sole discretion to obey and comply with
all writs, orders, judgments or decrees so entered or issued, and in case Escrow
Agent obeys and complies with any such writ, order, judgment or decree it shall
not be liable to any of the parties hereto, their successors, heirs or personal
representatives or to any other person, firm or corporation, by reason of such
compliance,

                                       4
<PAGE>

notwithstanding that such writ, order, judgment or decree be subsequently
reversed, modified, annulled, set aside or vacated.

                   D.  Escrow Agent undertakes to perform only such duties as
are expressly set forth herein and shall not have any liability or
responsibility arising under the Purchase Agreement or any other agreement to
which Escrow Agent is not a party, even though reference thereto may be made
herein.

                    E.  Escrow Agent may rely and shall be protected in acting
or refraining from acting upon any written notice, instruction or request
furnished to it hereunder and believed by it in good faith to be genuine and to
have been signed or presented by the proper party or parties.

                   F.  Escrow Agent may resign and be discharged from its duties
or obligations hereunder by giving notice in writing of such resignation
specifying a date when such resignation shall take effect. Within thirty (30)
days after receipt of such notice, Purchaser and Seller shall appoint a new
escrow agent, which Seller and Purchaser shall each find acceptable. In default
of such a joint designation of a successor escrow agent, Escrow Agent shall
retain the Letter of Credit and Escrow Funds as custodian thereof until
otherwise directed by Purchaser and Seller, jointly, or until it has released
the Letter of Credit and Escrow Funds, as the case may be, in accordance with
this Escrow Agreement, in each case, without liability or responsibility. If no
successor escrow agent is appointed within such thirty (30) day period, Escrow
Agent shall be entitled to petition a Court for such appointment of a successor
escrow agent and/or to deposit the Letter of Credit and Escrow Funds with such
Court.

                   G.  Purchaser, on the one hand, and Seller, on the other
hand, shall share equally the fees payable to Escrow Agent with respect to its
services under this Escrow Agreement, and hereby agree jointly and severally to
indemnify Escrow Agent for, and to hold it harmless against, any claim,
liability or expense incurred by Escrow Agent, without bad faith and willful
misconduct on the part of Escrow Agent, arising out of or in connection with its
entering into this Escrow Agreement and carrying out of its duties hereunder,
including the costs and expenses of litigation, investigation and reasonable
attorneys' fees incurred by Escrow Agent in defending itself against any claim
of liability resulting therefrom. The provisions of this Section SIXTH (G) shall
survive termination of the escrow arrangement contemplated hereby.

       SEVENTH:    A.  All notices, requests, demands, instructions or other
       -------
communications required to or desired to be given hereunder shall be in writing,
may, at the election of any sending party, be given on behalf of such party by
(and under signature of) such party's attorneys, and shall be deemed given only
three (3) business days after the mailing thereof, postage prepaid, by certified
or registered mail (return receipt requested), or when delivered by hand or the
next day after delivery to a nationally recognized courier service to the
addresses indicated below:

                       (1)  If addressed to Seller, to it at:

                            Beasley Broadcasting of Nevada, LLC

                                       5
<PAGE>

                                     3033 Riviera Drive, Suite 200
                                     Naples, FL 34103
                                     Attn: B. Caroline Beasley

                         with a copy to:

                                     Joseph D. Sullivan
                                     Arthur S. Landerhom
                                     Latham & Watkins
                                     555 11/th/ Street, NW, Suite 1000
                                     Washington, DC 20004

                         (2) If addressed to Purchaser, to it at:

                                     Wilks Broadcasting LLC
                                     9330 Old Southwick Pass
                                     Alpharetta, Georgia 30022
                                     Attn:  Mr. Jeffrey Wilks

                         with copies to:

                                     Golenbock, Eiseman, Assor, Bell & Peskoe
                                     437 Madison Avenue
                                     New York, New York 10022
                                     Attn: Nathan E. Assor, Esq.

                         and

                                     The Wicks Group of Companies, L.L.C.
                                     405 Park Avenue
                                     New York, NY 10022
                                     Attn:  Mr. Craig B. Klosk

                         (3) If addressed to Escrow Agent, to it at:

                                     Michael J. Bergner
                                     4400 N. Federal Hwy., Suite 200
                                     Boca Raton, FL 33431

or such other address or addresses as may be expressly designated by any party
by notice given in accordance with the foregoing provisions and actually
received by the party to whom addressed.

          B.  This Escrow Agreement shall not be binding and effective until
duly executed and unconditionally delivered by Seller, Purchaser and Escrow
Agent.

                                       6
<PAGE>

                   C.  This Escrow Agreement may be executed in any number of
counterparts each of which shall be deemed an original and all of which,
together, shall constitute one and the same Escrow Agreement.

       EIGHTH:  The covenants, conditions and agreements contained in this
       ------
Escrow Agreement shall bind and inure to the benefit of Seller, Purchaser, and
Escrow Agent and their respective successors and assigns.  No party hereto may
assign any of its rights or obligations under this Escrow Agreement except any
party may assign its rights and obligations hereunder if and to the extent it
assigns its rights and obligations under the Purchase Agreement in accordance
therewith, and except that this Section shall not be construed to impair Escrow
Agent's right to resign under this Escrow Agreement.

       NINTH:  This Escrow Agreement constitutes the entire agreement of the
       -----
parties with respect to the subject matter hereof, may not be amended or
modified except by written agreement signed by Purchaser, Seller and Escrow
Agent, and shall be governed by and construed and enforced in accordance with
the internal laws of the State of New York (without giving effect to contrary
rules of conflict of laws).

                                       7
<PAGE>

          IN WITNESS WHEREOF, this Escrow Agreement has been executed as of the
date first above written:

                              BEASLEY BROADCASTING OF NEVADA, LLC


                              By: ____________________________________
                                  Name:
                                  Title:


                              WILKS BROADCASTING LLC


                              By: ____________________________________
                                  Name:
                                  Title:


                              MICHAEL J. BERGNER,
                              as Escrow Agent only

                              ____________________________________

                                       8
<PAGE>

                                   Exhibit A
                                   ---------


                                       9
<PAGE>

                                  Exhibit 2.6
                                  -----------

                            OBLIGATIONS UNDERTAKING
                            -----------------------

          OBLIGATIONS UNDERTAKING, dated as of ____________, 200_, by Wilks
Broadcasting LLC, a Delaware limited liability company ("Purchaser"), in favor
of Beasley Broadcasting of Nevada, LLC, a North Carolina limited liability
company ("Seller").

                              W I T N E S S E T H:
                              -------------------

          WHEREAS, pursuant to an Agreement of Purchase and Sale of Assets,
dated as of _____________, 2001, among Purchaser, Wilks License Co., LLC, a
Delaware limited liability company, Seller, and KJUL License, LLC, a North
Carolina limited liability company, (the "Agreement"; capitalized terms used but
not defined herein are used with the definitions given them in the Agreement),
Seller has concurrently herewith sold, assigned, transferred, conveyed and
delivered the Assets to Purchaser; and

          WHEREAS, in partial consideration therefor, the Agreement requires
Purchaser to execute and deliver to Seller this Obligations Undertaking;

          NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which by Purchaser is hereby
acknowledged, Purchaser hereby agrees as follows:

          1.   Purchaser hereby undertakes, assumes and agrees, subject to the
limitations contained herein and in the Agreement, to perform, pay and discharge
the Assumed Obligations relating to the Stations, but in each case only to the
extent first accruing, and only with respect to the periods, after the Closing
Date, including all contracts, agreements, leases, licenses or other
understandings or arrangements listed on Schedule A hereto.

          2.  Nothing contained herein or in the Agreement shall require
Purchaser to pay, perform or discharge any liabilities or obligations assumed
hereby so long as Purchaser shall in good faith contest the amount or validity
thereof.

          3.  Except for the Assumed Obligations, Buyer shall not and does not
assume any liability or obligation of any of Sellers, fixed or contingent,
disclosed or undisclosed, and assumes no liability for any claim, debt, default,
duties, obligations or liabilities of any of Sellers of any kind or nature,
whether known or unknown, contingent or fixed, all of which, to the extent that
they exist from and after the Closing shall be retained and discharged by
Sellers.

          4.  This Obligations Undertaking is made pursuant to the terms of the
Agreement and is made without representation or warranty except those
representations and
<PAGE>

warranties contained in and provided by the Agreement. This Obligations
Undertaking does not create any additional obligations, covenants,
representations or warranties or alter or amend any of the obligations,
covenants, representations or warranties contained in the Agreement. In the
event of any inconsistency between this Obligations Undertaking and the
Agreement, the Agreement shall control.

          5.  No person or entity other than Seller shall have any rights under
or by reason of, or be a third third-party beneficiary of, this Obligations
Undertaking or the provisions contained herein.


                              WILKS BROADCASTING LLC


                              By:_____________________________________
                                  Name:
                                  Title:

                                       2
<PAGE>

                                   Schedule A
                                   ----------

[List of contracts to include those assumed pursuant to Section 2.6(a)(i) of the
Purchase Agreement.]

                                       3
<PAGE>

                                 Exhibit 4.2(c)
                                 --------------

                         LEASEHOLD ASSIGNMENT AGREEMENT
                         ------------------------------

This Leasehold Assignment Agreement, dated as of the __day of _________, 200__,
between Beasley Broadcasting of Nevada, LLC, a North Carolina limited liability
company ("Assignor"), and Wilks Broadcasting LLC, a Delaware limited company
("Assignee").

          For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged:

          1.  Effective as of the date of the Closing (the "Effective Date")
under that certain Agreement of Purchase and Sale of Assets, dated as of
________________, 2001, between Assignor and Assignee (the "Purchase
Agreement"), Assignor does hereby assign, bargain, transfer, convey and set over
unto Assignee, Assignor's entire interest in and under that certain [Lease
Agreement], dated ___________ (the "Lease"), between _____________, as lessor,
and _____, predecessor-in-interest to Assignor, as lessee, and covering certain
premises and rights more fully described in the Lease, which description is
hereby incorporated herein by reference,

          To have and to hold all of the foregoing and unto Assignee, its
respective successors and assigns, forever.

          2.  Effective as of the Effective Date, Assignee assumes, and agrees
to pay and discharge following said date, the unperformed and unfulfilled
obligations of Assignor accruing under the Lease, but in all cases only to the
extent that such obligations first accrue after said date.

          3.  Nothing contained herein shall be deemed to relieve Assignor of
any of its obligations under the Lease with respect to any and all periods,
occurrences and matters prior to or ending with, and/or otherwise accrued as of,
the Effective Date.

          4.  This Leasehold Assignment Agreement is made pursuant to the terms
of the Agreement and is made without representation or warranty except those
representations and warranties contained in and provided by the Agreement. This
Landlord Assignment Agreement does not create any additional obligations,
covenants, representations or warranties or alter or amend any of the
obligations, covenants, representations or warranties contained in the
Agreement. In the event of any inconsistency between this Leasehold Assignment
Agreement and the Agreement, the Agreement shall control.

          5.  This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same agreement.
<PAGE>

          IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of the date first above written.

                              ASSIGNOR:

                              BEASLEY BROADCASTING OF NEVADA, LLC


                              By:___________________________
                                Name:
                                Title:

                              ASSIGNEE:

                              WILKS BROADCASTING, LLC


                              By:___________________________
                                Name:
                                Title:

The undersigned, being Lessor under the Lease, does hereby consent and agree to
the assignment of the Lease as set forth in the foregoing Leasehold Assignment
Agreement and acknowledges that, from and after the Effective Date, Assignee
will become the lessee under the Lease.

[LESSOR]

By:
Name:
Title:

[Note: Delivery of Landlord consent language is only a required closing delivery
for those leases listed on Schedule 4.5(e).]
<PAGE>

                                 Exhibit 4.5(f)
                                 --------------

                              OPINIONS OF COUNSEL
                                   FOR SELLER
                                   ----------

     1.  Beasley is a limited liability company, and is, validly existing and in
good standing under the laws of the State of North Carolina. Licensing is a
limited liability company, and is validly existing and in good standing under
the laws of the State of North Carolina. Each of the Sellers has the limited
liability company power and authority to enter into each of the Documents (as
such term is defined herein) to which it is a party and perform its obligations
thereunder.

     2.  The execution, delivery and performance by each of the Sellers of each
of the Documents to which it is a party have been duly authorized by all
necessary limited liability company action of each of the Sellers.

     3.  Each of the Documents to which a Seller is a party constitutes a
legally valid and binding obligation of such Seller, enforceable against such
Seller in accordance with its terms. We express no opinion as to the
enforceability of Section 7.15 of the Agreement or the remedies for enforcement
thereof set forth in Section 8.3 of the Agreement.

     4.  The execution and delivery by each of the Sellers of the Documents to
which it is a party, and the sale and assignment by the Sellers of the Purchased
Assets and the Assumed Obligations on the date hereof do not:

         (i)    violate the provisions of the Governing Documents [defined term
to include Certificate of Formation and LLC Operating Agreement],

         (ii)   result in the breach of or a default under any court or
administrative orders, writs, judgments or decrees specifically directed to
either of the Sellers and material to such Seller,

         (iii)  violate any federal or New York statute, rule or regulation
applicable to any of the Sellers.

     5.  Licensing holds all the authorizations, licenses and permits issued by
the FCC listed on Schedule A hereto (the "FCC Licenses"). The FCC Licenses
constitute all of the FCC licenses and authorizations that are necessary for
Licensing to operate an FM radio broadcast station on channel 275 licensed to
Belle Chasse, Louisiana and an FM radio broadcast station on channel 258
licensed to New Orleans, Louisiana in compliance with the technical and
engineering specifications in the FCC Licenses and the applicable rules and
policies of the FCC, provided that (a) we render no opinion as to whether actual
construction or operations of such stations in conformity with the FCC Licenses
is feasible as a practical matter, and (b) we render no opinion with respect to
auxiliary authorizations issued under Part 74 of the FCC's rules or other
ancillary authorizations, permits or registrations that do not authorize full
service broadcast operations but may nevertheless be necessary for practical
operation of a broadcast station. Each
<PAGE>

of the FCC Licenses is in full force and effect before giving effect to the
assignment thereof to Purchaser.

     6.  The FCC has granted its consent for the assignment of the FCC Licenses
from Licensing to License Co. pursuant to the Form 732 authorization attached as
Schedule B hereto (the "FCC Consent"). No other consent of the FCC is required
with regard to the FCC Licenses for the assignment of the FCC Licenses from
Licensing to License Co. as described in the application filed for the FCC
Consent The FCC gave public notice of the grant of the FCC Consent on [date].
The time within which any party in interest other than the FCC may seek
administrative or judicial reconsideration or review of the FCC Consent has
expired, and, to our knowledge based upon our review of the FCC Records, no
petition for such reconsideration or review was timely filed with the FCC or
with the appropriate court. The time within which the FCC may review the FCC
Consent on its own motion has expired and, to our knowledge based upon our
review of the FCC Records, the FCC has not undertaken such review. We advise you
that notice must be given to the FCC upon consummation of an assignment of a
broadcast license previously approved by the FCC.

     7.  Except for proceedings of general applicability to the radio industry
and except as set forth in Schedule 5.7(b) of the Purchase Agreement, to our
knowledge based solely on our examination of the FCC Records, there is no
investigatory proceeding, petition or other legal or administrative proceeding
pending before the FCC against any of the FCC Licenses that seeks, or is
reasonably likely to result in, the revocation, non-renewal or material adverse
modification of any of the FCC Licenses.

[Note:  the opinion is subject to customary assumptions, limitations,
qualifications and exceptions and the following:

     "In rendering the opinions in paragraph 1, 2 and 4(i) as to (i) the valid
existence and good standing of Sellers under the laws of the State of North
Carolina, (ii) the due authorization of the execution, delivery and performance
by each of the Sellers of each of the Documents to which it is a party, and
(iii) the conformance with the Governing Documents of the execution and delivery
by each of the Sellers of the Documents to which it is a party, and the sale and
assignment by the Seller of the Purchased Assets and the Assumed Obligations,
respectively, we have assumed, with your permission, that the Limited Liability
Company Act of Delaware (the "LLCA") governs these matters. These matters are
not governed by the LLCA, but are instead governed by the law of the State of
North Carolina and we have not independently verified and we assume no
responsibility for differences that may exist between the LLCA and the law of
the State of North Carolina."]
<PAGE>

                                   Schedule A
                                   ----------

WRNO-FM, New Orleans, Louisiana main station FM radio broadcasting license
(Facility ID. 54890)

KMEZ(FM), Belle Chasse, Louisiana main station FM radio broadcasting license
(Facility ID. 12157)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>dex101.txt
<DESCRIPTION>1ST AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                       EXECUTIVE


                        BEASLEY MEZZANINE HOLDINGS LLC

                                FIRST AMENDMENT
                              TO CREDIT AGREEMENT


          This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated
as of August 13, 2001 and entered into by and among Beasley Mezzanine Holdings
LLC ("Borrower"), the financial institutions listed on the signature pages
hereof ("Lenders"), the Credit Support Parties (as defined in the Section 4
below) and Bank of Montreal, Chicago Branch, as administrative agent for Lenders
(in such capacity, "Administrative Agent"), and is made with reference to that
certain Credit Agreement dated as of August 31, 2000, by and among Borrower,
Lenders, the Agents named therein and Administrative Agent (the "Credit
Agreement").  Capitalized terms used herein without definition shall have the
same meanings herein as set forth in the Credit Agreement.

                                   RECITALS

          WHEREAS, the Credit Support Parties and the Lenders desire to amend
and modify the Credit Agreement as set forth below;

          NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

          Section 1.  AMENDMENTS TO THE CREDIT AGREEMENT AND CERTAIN AGREEMENTS

          1.1  Amendments to Section 1:  Provisions Relating to Defined Terms
               --------------------------------------------------------------

          A. Additional Definitions. Subsection 1.1 of the Credit Agreement is
hereby amended by adding thereto the following additional definitions, which
shall be inserted in proper alphabetical order:

          "First Amendment" means the First Amendment to this Agreement dated as
     of August 13, 2001.

          "First Amendment Effective Date" has the meaning set forth in the
     First Amendment.

          "Leverage Reduction Date" means the first date, after the First
     Amendment Effective Date, on which Borrower demonstrates a Consolidated
     Total Debt Ratio of 6.25:1.00 or less; provided that it is agreed that
                                            --------
     Borrower may achieve such compliance through the utilization of the Marlins
     Addback, the repayment of Consolidated Total Debt with the proceeds of
     capital contributions, Permitted Equity Financings, or permitted Asset
     Sales and/or any other debt reduction transaction or increase to
     Consolidated Operating Cash Flow permitted by this Agreement.
<PAGE>

          "Marlins Addback" shall mean, as of any date of determination, an
     amount (if positive) equal to the difference for the most recently
     concluded four (4) consecutive Fiscal Quarter period between (i) all
     amounts expensed by Borrower and its Subsidiaries with respect to any
     broadcast contracts or other arrangements with the Florida Marlins baseball
     team and related entities (excluding the Florida Panthers and the Miami
     Dolphins) minus (ii) all income amounts received by the Borrower and its
               -----
     Subsidiaries with respect to such broadcast contracts and arrangements;
     provided that the Marlins Addback and all components thereof shall be
     --------
     calculated consistent with past practice in accordance with GAAP and, in
     any event, shall not exceed $3,000,000 at any time; provided further that
                                                         -------- -------
     Marlins Addback shall be deemed to be zero (0) and shall be of no further
     force and effect on and after the Marlins Addback Termination Date.

          "Marlins Addback Period" means the period commencing on (i) the first
     date of any financial reporting period ending on or after June 30, 2001,
     that Borrower elects to include the Marlins Addback as provided in the
     definition of Consolidated Operating Cash Flow for such financial reporting
     period and ending on the date (the "Marlins Addback Termination Date")
     which is the earlier of (i) the date of delivery of any Compliance
     Certificate pursuant to this Agreement with respect to which Borrower
     elects not to include the Marlins Addback as provided in the definition of
     Consolidated Operating Cash Flow and (ii) September 30, 2002.

          "Marlins Addback Termination Date" has the meaning set forth in the
     definition of Marlins Addback Period.

          "Permitted Equity Financings" means the issuance of unsecured
     subordinated Indebtedness (including, without limitation, convertible debt)
     and/or preferred equity of Holdings (or a newly created wholly-owned
     Subsidiary of Holdings, which Subsidiary may hold capital stock of
     Borrower, any such newly created Subsidiary being referred to herein as
     "NewHoldco") in an aggregate combined principal amount not to exceed
     $75,000,000, the Net Securities Proceeds of which are contributed as common
     equity to Borrower and are applied by Borrower as required by subsection
     2.4B(iii)(b) and the First Amendment to prepay Loans; provided that
                                                           --------
     Borrower and its Subsidiaries shall not have any obligations or liabilities
     under or in respect of any such Permitted Equity Financing and all such
     Permitted Equity Financing shall be issued pursuant to documentation
     containing rates, maturities, amortizations, covenants, remedies,
     subordination provisions and other material terms in form and substance
     reasonably satisfactory to Administrative Agent; provided further, that (i)
                                                      -------- -------
     in the event Holdings elects to create NewHoldco for the purpose of issuing
     all or any portion of such Permitted Equity Financings, NewHoldco shall be
     created pursuant to documentation in form and substance reasonably
     satisfactory to Administrative Agent and (ii) Holdings, NewHoldco, Borrower
     and the other Credit Parties shall enter into such amendments and
     modifications of this Agreement and the other Loan Documents as
     Administrative Agent shall reasonably request to reflect issuance of the
     Permitted Equity Financings, the existence of NewHoldco and preserve and
     maintain the rights and remedies of Administrative Agent and Lenders
     (including, without limitation, preserving and

                                       2
<PAGE>

     maintaining the pledge of capital stock of Borrower pursuant to the
     Collateral Documents) in full force and effect as contemplated by this
     Agreement and the other Loan Documents prior to such issuance of Preferred
     Equity Securities or the creation of NewHoldco, as the case may be.

          B. Revised Definitions. Subsection 1.1 of the Credit Agreement is
hereby further amended by revising the following definitions:

          (i)    The definition of "Change of Control" is hereby amended by
     restating clause (i) thereof as follows:

                 "(i)  (a) Holdings ceasing for any reason to beneficially own
          and control (y) 100% of all equity interests of NewHoldco, to the
          extent NewHoldco is created and (z) (together with NewHoldco to the
          extent NewHoldco is created) 100% of the membership interests of
          Borrower or (b) any Credit Party ceasing for any reason (other than a
          transfer or an equity issuance permitted hereunder) to beneficially
          own and control at least 99.75% of the issued and outstanding shares
          of capital stock, partnership interests or other equity interests of
          its Subsidiaries;"

          (ii)   The definition of "Consolidated Fixed Charges" is hereby
     amended by (a) deleting the parenthetical contained in clause (e) of such
     definition and (b) adding the following new clause (g) to the end thereof:

                 "plus (g), without duplication, Restricted Junior Payments made
          pursuant to subsection 7.5"

          (iii)  The definition of "Consolidated Operating Cash Flow" is hereby

amended by:

                 (a)   restating clause (a)(i) in the first sentence thereof as
     follows:

                       "(i)   unusual, extraordinary or otherwise non-operating
                 income, gains and losses, if any, for such period (other than
                 for periods ending on or prior to June 30, 2001 to the extent
                 previously included in the calculation of Consolidated
                 Operating Cash Flow) and"

                 (b)   adding the following new clause (xi) to the first
     sentence thereof as follows:

                       "(xi)  expenses related to the format change of WPTP-FM
                 that occurred in November 2000 in an aggregate amount not to
                 exceed $1,545,547"

                (c)    adding the following proviso to the end the first
     sentence thereof as follows:

                                       3
<PAGE>

               "provided, however, that during the Marlins Addback Period
                --------  -------
          Borrower shall be permitted at its election (such election to be
          evidenced by delivery of the first Compliance Certificate delivered
          hereunder utilizing such Marlins Addback) to use the Marlins Addback
          to increase (without duplication) the calculation of Consolidated
          Operating Cash Flow solely for purposes of calculating the
          Consolidated Total Debt Ratio for all purposes hereunder (but not for
          purposes of calculating compliance with any other financial covenant
          hereunder)"

          (iv) The definition of "Subordinated Indebtedness" is hereby restated
as follows:

               "Subordinated Indebtedness" means, collectively, any obligation
     to pay principal, interest, premiums, penalty, fees, expenses, indemnities
     or any other charge under or in respect of any Indebtedness (including
     without limitation, convertible debt) or other obligations of Borrower or
     its Subsidiaries contractually subordinated in right of payment to the
     Obligations pursuant to documentation containing rates, maturities,
     amortizations, covenants, remedies, subordination provisions and other
     material terms in form and substance reasonably satisfactory to Requisite
     Lenders.

          1.2  Amendments to Section 2: Amounts and Terms of Commitments and
               -------------------------------------------------------------
               Loans
               -----

          Interest on the Loans.  Subsection 2.2A of the Credit Agreement is
hereby amended by adding the following sentence to the end thereof as follows:



               "Anything to the contrary in this Agreement notwithstanding, (i)
     during the period from the First Amendment Effective Date until three
     Business Days after the date of delivery of the Compliance Certificate
     required hereunder for the Fiscal Quarter ended September 30, 2001, the
     Applicable Margin shall be the highest amount set forth above plus 0.50%
                                                                   ----
     and (ii) without duplication of, or addition to, the increase set forth in
     the preceding clause (i), during any Marlins Addback Period each of the
     Applicable Margins set forth above shall be increased by 0.50%."

          1.3  Amendments to Section 6:  Borrower's Affirmative Covenants
               ----------------------------------------------------------

          Clause (b) of subsection 6.1(i) of the Credit Agreement is hereby
amended by adding the following clause after the parenthetical stating
"(including combining cash flow information for each Station)":

               "setting forth in each case in comparative form the corresponding
     figures for the corresponding periods of the previous Fiscal Year,".

                                       4
<PAGE>

          1.4  Amendments to Section 7:  Borrower's Negative Covenants
               -------------------------------------------------------

          A. Indebtedness.

          (i)   Subsection 7.1(vi) of the Credit Agreement is hereby amended by
deleting the reference to "$100,000,000" set forth therein and substituting
"$150,000,000" therefor.

          (ii)  A new subsection 7.1(viii) is hereby added to subsection 7.1 as
follows:

                "(viii)  Holdings and NewHoldco may become and remain liable
     with respect to Permitted Equity Financings."

          B. Investments; Joint Ventures.  Subsection 7.3(viii) of the Credit
Agreement is hereby amended by adding the following proviso at the end of clause
(b) thereof:

               "provided, that during the Marlins Addback Period, Borrower and
                --------
     its Subsidiaries shall not be permitted to make any of the foregoing
     Investments in Cash and the aggregate amount of non-Cash Investments made
     during such Marlins Addback Period shall not exceed $5,000,000;"

          C. Restricted Junior Payments.

          (i)  Subsection 7.5 of the Credit Agreement is hereby amended in its
entirety as follows:

               "7.5  Restricted Junior Payments.
                     --------------------------

               The Credit Parties shall not, and shall not permit any of their
     respective Subsidiaries to, directly or indirectly, declare, order, pay,
     make or set apart any sum for any Restricted Junior Payment; provided that
     (i) Borrower may make distributions to Holdings or NewHoldco for tax
     obligations incurred by Holdings or NewHoldco as a result of the capital
     structure of Holdings, NewHoldco and the Credit Parties or the operations
     or business of the Borrower and its Subsidiaries including the pass-through
     of income to Holdings or NewHoldco from the Credit Parties or as a result
     of the disposition by Holdings or NewHoldco of any interest in a Credit
     Party (including without limitation, capital gains taxes); (ii) as long as
     no Event of Default or Potential Event of Default has occurred and is
     continuing or would result therefrom:  (a) as long as no Marlins Addback
     Period has occurred and is continuing or would result therefrom Borrower
     may make Cash distributions to Holdings or NewHoldco for the repurchase by
     Holdings pursuant to open market transactions in compliance with all
     applicable laws of publicly owned Equity Securities of Holdings' in an
     aggregate cumulative amount since the Closing Date not to exceed
     $25,000,000; (b) Borrower may make Cash advances (any such advance by
     Borrower or direct payment by Borrower or any of its Subsidiaries in lieu
     of making such advance, being a "Holdings Advance") to Holdings or
     NewHoldco in an amount sufficient to enable

                                       5
<PAGE>

     Holdings to pay reasonable and customary fees, costs and expenses incurred
     by Holdings (and not payable to Affiliates of Holdings) in connection with
     the public issuance of Securities of Holdings (provided that each such
                                                    --------
     Holdings Advance is evidenced by a promissory note (which may consist of
     one master note that covers all Holding Advances from time to time) payable
     on demand by Borrower) and (c) Borrower may pay dividends to Holdings or
     NewHoldco to permit Holdings or NewHoldco to pay interest, dividends or
     other coupon in respect of Permitted Equity Financings in an aggregate
     amount not to exceed the corresponding amount of interest, dividends or
     other coupon then due and payable in accordance with the terms (without
     giving effect to any default, optional condition or other contingency) of
     such Permitted Equity Financings."

          D. Minimum Interest Coverage Ratio.

          (i)  Subsection 7.6A of the Credit Agreement is hereby amended in its
     entirety as follows:

               "A.  Minimum Interest Coverage Ratio.  Borrower shall not permit
          the ratio of (i) Consolidated Operating Cash Flow to (ii) Consolidated
          Cash Interest Expense for any four consecutive Fiscal Quarter period
          ending as of the last day of any Fiscal Quarter of Borrower during any
          of the periods set forth below to be less than the correlative ratio
          indicated:

       -----------------------------------------------------------------
                       Periods                          Minimum Interest
                                                            Coverage
                                                              Ratio
       -----------------------------------------------------------------
       Closing Date - September 30, 2001                    1.75:1.00
       -----------------------------------------------------------------
       October 1, 2001 - March 31, 2002                     1.50:1.00
       -----------------------------------------------------------------
       April 1, 2002 - September 30, 2002                   1.75:1.00
       -----------------------------------------------------------------
       October 1, 2002 and thereafter                       2.00:1.00
       -----------------------------------------------------------------
                                                                        "
          E. Maximum Consolidated Total Debt Ratio.

          (i)  Subsection 7.6C of the Credit Agreement is hereby amended by
deleting the table set forth therein in its entirety and substituting the
following therefor:
     "

                                       6
<PAGE>

         -------------------------------------------------------------
                   Periods                              Maximum
                                                   Consolidated Total
                                                       Debt Ratio
         -------------------------------------------------------------
          Closing Date - March 31, 2001                 6.75:1.00
         -------------------------------------------------------------
          April 1, 2001 - June 30, 2001                 6:50:1.00
         -------------------------------------------------------------
          July 1, 2001 - March 30, 2002                 7.00:1.00
         -------------------------------------------------------------
          March 31, 2002                                6.25:1.00
         -------------------------------------------------------------
          April 1, 2002- December 31, 2002              6.00:1.00
         -------------------------------------------------------------
          January 1, 2003 - December 31, 2003           5.50:1.00
         -------------------------------------------------------------
          January 1, 2004 - December 31, 2004           5.00:1.00
         -------------------------------------------------------------
          January 1, 2005 - December 31, 2005           4.50:1.00
         -------------------------------------------------------------
          January 1, 2006 and thereafter                4.00:1.00
         -------------------------------------------------------------

; provided, that anything in the table set forth above to the contrary
notwithstanding, for the period commencing on the Leverage Reduction Date
through March 31, 2002, the required maximum Consolidated Total Debt Ratio shall
be 6.25:1.00 and thereafter shall be as set forth in the table above."

               F. Restrictions on Fundamental Changes; Asset Sales and
Acquisitions.

               Subsection 7.7(iv) of the Credit Agreement is hereby amended by
adding the following proviso to the end thereof:

               "; provided that in the event Borrower and its Subsidiaries use
                  --------
     the proceeds of any Loans to enable the consummation of any such Permitted
     Acquisition or LMA, in addition to the requirements set forth above,
     Borrower shall demonstrate to Administrative Agent's reasonable
     satisfaction, that the Consolidated Total Debt Ratio is less than 6.25:1.00
     (or, if less, the then-applicable ratio set forth in Section 7.6C with
     respect to the end of the Fiscal Quarter in which such consummation occurs)
     both before and after giving effect to such transaction."

               1.5  Modification Regarding Application of Net Proceeds.
                    --------------------------------------------------

               Anything in the Credit Agreement to the contrary notwithstanding,
during any Marlins Addback Period, 100% of all Net Cash Proceeds of Asset Sales
and 100% of all Net Securities Proceeds received by any Obligor shall be
immediately applied to prepay Revolving Loans (but not reduce the Revolving Loan
Commitments) and any excess after such application shall be applied to prepay
the Term Loans to the full extent thereof; provided that Borrower may, at its
                                           --------
option, elect pursuant to its prepayment notice under the Credit Agreement, to
apply all or a portion of any such required prepayment to the prepayment of the
Term Loans prior to such application to the Revolving Loans.

                                       7
<PAGE>

     Section 2.  CONDITIONS TO EFFECTIVENESS

     Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "First Amendment
Effective Date") on or before August 31, 2001:

     A.     Financial Information.  Administrative Agent shall have received (i)
financial projections demonstrating the Borrower's compliance with all covenants
through the Stated Maturity Date and (ii) consolidated unaudited balance sheet
and income and cash flow statements for the Borrower and its Subsidiaries for
the six month period ending on June 30, 2001, setting forth in each case in
comparative form the corresponding figures for the corresponding periods of the
previous Fiscal Year, and (iii) a pro forma Compliance Certificate giving effect
to this First Amendment, all of the foregoing to be in form and substance
satisfactory to Administrative Agent.

     B.     Amendment Fee.  Administrative Agent shall have received, for the
ratable benefit of Lenders executing a counterpart hereof on or before August
13, 2001 (the "Consenting Lenders"), an amendment fee equal to 0.30% of the sum
as of such date of the aggregate Commitments of the Consenting Lenders;
provided, however, that of such 0.30% amendment fee, an amount equal to 0.20% of
--------  -------
such Commitments of Consenting Lenders shall be due and payable on the First
Amendment Effective Date, and the remaining 0.10% of such Commitments of
Consenting Lenders shall be due and payable on November 30, 2001 if the Leverage
Reduction Date shall not have occurred by such date (and the First Amendment
Effective Date has occurred).  All such fees (or any portion thereof) once paid
shall be non-refundable.

     C.     Fees and Expenses.  Borrower shall have paid all other fees and
expenses in connection with the Credit Agreement and this Amendment due and
payable at such time including, without limitation, the fees and expenses
previously billed and described in Section 5B below.

     Section 3.  BORROWER'S REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Borrower represents and
warrants to each Lender that the following statements are true, correct and
complete:

     A.     Corporate Power and Authority.  Each Credit Support Party has all
requisite corporate power and authority to enter into this Amendment and each
Credit Support Party has all requisite corporate power and authority to carry
out the transactions contemplated by, and perform its obligations under, the
Credit Agreement as amended by this Amendment (the "Amended Agreement") to the
extent it is a party thereto.

     B.     Authorization of Agreements.  The execution and delivery of this
Amendment and the performance of the Credit Agreement as amended by this
Amendment (as so amended, the "Amended Agreement") have been duly authorized by
all necessary corporate action on the part of each Credit Support Party to the
extent it is a party thereto.

                                       8
<PAGE>

     C.     No Conflict.  The execution, delivery and performance by each Credit
Support Party of this Amendment and the performance by Borrower of the Amended
Agreement do not and will not (i) violate any provision of any law or any
governmental rule or regulation applicable to any Credit Support Party, the
Certificate or Articles of Incorporation or Bylaws or similar organizational and
governing documents of any Credit Support Party or any order, judgment or decree
of any court or other agency of government binding on any Credit Support Party,
(ii) conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any Contractual Obligation of any Credit
Support Party, (iii) result in or require the creation or imposition of any Lien
upon any of the properties or assets of any Credit Support Party (other than
Liens created under any of the Loan Documents in favor of Administrative Agent
on behalf of Lenders), or (iv) require any approval of stockholders or any
approval or consent of any Person under any Contractual Obligation of any Credit
Support Party.

     D.     Governmental Consents.  The execution, delivery and performance by
each Credit Support Party of this Amendment and the performance by Borrower of
the Amended Agreement do not and will not require any registration with, consent
or approval of, or notice to, or other action to, with or by, any federal, state
or other governmental authority or regulatory body except for disclosure filings
with the Securities and Exchange Commission.

     E.     Binding Obligation.  This Amendment and the Amended Agreement have
been duly executed and delivered by each Credit Support Party party thereto and
are the legally valid and binding obligations of such Credit Support Party,
enforceable against such Credit Support Party in accordance with their
respective terms to the extent such Credit Support Party is a party thereto,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.

     F.     Incorporation of Representations and Warranties From Credit
Agreement.  After giving effect to this Amendment, the representations and
warranties contained in Section 5 of the Credit Agreement are and will be true,
correct and complete in all material respects on and as of the First Amendment
Effective Date to the same extent as though made on and as of that date, except
to the extent such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.

     G.     Absence of Default.  After giving effect to this Amendment, no event
has occurred and is continuing or will result from the consummation of the
transactions contemplated by this Amendment that would constitute an Event of
Default or a Potential Event of Default.

     Section 4.  ACKNOWLEDGMENT AND CONSENT

     Each of Holdings, Borrower and each other Credit Party (each individually a
"Credit Support Party" and collectively, the "Credit Support Parties") hereby
acknowledges and agrees that each Loan Document to which it is a party is in
full force and

                                       9
<PAGE>

effect and shall not be limited or impaired in any manner by the effectiveness
of this Amendment and the transactions contemplated hereby.

     Section 5.  MISCELLANEOUS

     A.     Reference to and Effect on the Credit Agreement and the Other Loan
Documents.

     (i)     On and after the First Amendment Effective Date, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Amended Agreement.

     (ii)    Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed.

     (iii)   The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any provision
of, or operate as a waiver of any right, power or remedy of Administrative Agent
or any Lender under, the Credit Agreement or any of the other Loan Documents.

     (iv)    Any conforming grammatical, numerical or other corrections required
by the modifications to the Credit Agreement and other Loan Documents
(including, without limitation, the Compliance Certificate) set forth in this
First Amendment shall be deemed made.

     B.     Fees and Expenses. Borrower acknowledges that all costs, fees and
expenses as described in subsection 10.2 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Borrower.

     C.     Headings.  Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

     D.     Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

     E.     Counterparts; Effectiveness.  This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts

                                       10
<PAGE>

together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Amendment (other than the provisions of Section 1 hereof, the
effectiveness of which is governed by Section 2 hereof) shall become effective
upon the execution of a counterpart hereof by Holdings, Borrower, each other
Credit Party and Requisite Lenders, and receipt by Borrower and Administrative
Agent of written or telephonic notification of such execution and authorization
of delivery thereof.


                 [Remainder of page intentionally left blank]

                                       11
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

BORROWER:                           BEASLEY MEZZANINE HOLDINGS LLC



                                    By:   /s/ Caroline Beasley
                                       ---------------------------
                                       Name:  Caroline Beasley
                                       Title: CFO

                                      S-1

<PAGE>

HOLDINGS:                              BEASLEY BROADCAST GROUP, INC.



                                    By:   /s/ Caroline Beasley
                                       ---------------------------
                                       Name:  Caroline Beasley
                                       Title: CFO

                                      S-2
<PAGE>

OTHER CREDIT PARTIES:          BEASLEY FM ACQUISITION CORP.,



                               By:  /s/ Caroline Beasley
                                  ----------------------------
                                  Name:  Caroline Beasley
                                  Title: CFO


                               BEASLEY BROADCASTING OF EASTERN NORTH CAROLINA,
                               INC.,

                               By:  /s/ Caroline Beasley
                                  ----------------------------
                                  Name:  Caroline Beasley
                                  Title: CFO


                               BEASLEY BROADCASTING OF EASTERN  PENNSYLVANIA,
                               INC.,



                               By:  /s/ Caroline Beasley
                                  ---------------------------
                                  Name:  Caroline Beasley
                                  Title: CFO


                               BEASLEY BROADCASTING OF ARKANSAS, INC.,



                               By:  /s/ Caroline Beasley
                                  ---------------------------
                                  Name:  Caroline Beasley
                                  Title: CFO

                                      S-3
<PAGE>

                               W&B MEDIA, INC.,



                               By:  /s/ Caroline Beasley
                                  ----------------------------
                                  Name:  Caroline Beasley
                                  Title: CFO


                               BEASLEY BROADCASTING OF  SOUTHWEST FLORIDA, INC.,


                               By:  /s/ Caroline Beasley
                                  ----------------------------
                                  Name:  Caroline Beasley
                                  Title: CFO


                               BEASLEY BROADCASTING OF COASTAL CAROLINA, INC.,



                               By:  /s/ Caroline Beasley
                                  ----------------------------
                                  Name:  Caroline Beasley
                                  Title: CFO


                               BEASLEY-REED ACQUISITION PARTNERSHIP,

                               By: BEASLEY FM ACQUISITION CORP.,
                                   its general partner

                                   By:  /s/ Caroline Beasley
                                      ------------------------
                                      Name:  Caroline Beasley
                                      Title: CFO


                               BEASLEY RADIO, INC.,



                               By:  /s/ Caroline Beasley
                                  ---------------------------
                                  Name:  Caroline Beasley
                                  Title: CFO

                                      S-4
<PAGE>

                              WXTU LICENSE LIMITED PARTNERSHIP,
                              WPOW LICENSE LIMITED PARTNERSHIP,
                              WRXK LICENSE LIMITED PARTNERSHIP,
                              WEWO LICENSE LIMITED PARTNERSHIP,
                              WAZZ LICENSE LIMITED PARTNERSHIP,
                              WDAS LICENSE LIMITED PARTNERSHIP,
                              WJHM LICENSE LIMITED PARTNERSHIP,
                              WIKS LICENSE LIMITED PARTNERSHIP,
                              WMGV LICENSE LIMITED PARTNERSHIP,
                              WXNR LICENSE LIMITED PARTNERSHIP,
                              WFLB LICENSE LIMITED PARTNERSHIP,
                              DILLON LICENSE LIMITED PARTNERSHIP

                              By: BEASLEY FM ACQUISITION CORP.,
                                  the general partner of each of the foregoing

                                  By:   /s/ Caroline Beasley
                                     ---------------------------
                                     Name:  Caroline Beasley
                                     Title: CFO

                              KAAY LICENSE LIMITED PARTNERSHIP,

                              By: BEASLEY FM ACQUISITION CORP.,
                                  its general partner

                                  By:   /s/ Caroline Beasley
                                     ---------------------------
                                     Name:  Caroline Beasley
                                     Title: CFO


                              WNCT LICENSE LIMITED PARTNERSHIP,

                              By: BEASLEY BROADCASTING OF COASTAL CAROLINA,
                                  INC.,
                                  its general partner

                                  By:   /s/ Caroline Beasley
                                     ---------------------------
                                     Name:  Caroline Beasley
                                     Title: CFO

                                      S-5
<PAGE>

                               EASTERN NORTH CAROLINA LICENSE LIMITED
                                PARTNERSHIP,

                               By: BEASLEY BROADCASTING OF EASTERN
                                   NORTH CAROLINA, INC.,
                                   its general partner

                                    By:   /s/ Caroline Beasley
                                       ---------------------------
                                       Name:  Caroline Beasley
                                       Title: CFO


                                  WTEL LICENSE LIMITED PARTNERSHIP,

                                  By: BEASLEY BROADCASTING OF EASTERN
                                      PENNSYLVANIA, INC.,
                                      its general partner

                                      By:   /s/ Caroline Beasley
                                         ---------------------------
                                         Name:  Caroline Beasley
                                         Title: CFO


                                  WXKB LICENSE LIMITED PARTNERSHIP,

                                  By: BEASLEY BROADCASTING OF SOUTHWEST
                                      FLORIDA, INC.,
                                      its general partner

                                      By:   /s/ Caroline Beasley
                                         ---------------------------
                                         Name:  Caroline Beasley
                                         Title: CFO


                                  WSFL LICENSE LIMITED PARTNERSHIP,

                                  By: W&B MEDIA, INC.,
                                      its general partner

                                      By:   /s/ Caroline Beasley
                                         ---------------------------
                                         Name:  Caroline Beasley
                                         Title: CFO

                                      S-6
<PAGE>

                                WQAM LICENSE LIMITED PARTNERSHIP,

                                By: BEASLEY-REED ACQUISITION PARTNERSHIP,
                                    its general partner

                                    By: BEASLEY FM ACQUISITION CORP.,
                                        its general partner

                                        By:  /s/ Caroline Beasley
                                            --------------------------
                                           Name:  Caroline Beasley
                                           Title: CFO

                                      S-7
<PAGE>

LENDERS:                             BANK OF MONTREAL, CHICAGO BRANCH,
                                     individually and as Administrative Agent



                                     By: /s/ Sarah Kim
                                        ------------------------------
                                        Name: Sarah Kim
                                        Title: Director

                                      S-8
<PAGE>

                                    FLEET NATIONAL BANK

                                    By:  /s/ Garret Komjathy
                                        --------------------------
                                        Name:  Garret Komjathy
                                        Title: Director

                                      S-9
<PAGE>

                                    BANK OF AMERICA, N.A.


                                    By:   /s/ Steven P. Renwick
                                       ------------------------
                                       Name:  Steven P. Renwick
                                       Title: Vice President

                                     S-10
<PAGE>

                                    THE BANK OF NEW YORK


                                    By:   /s/ Cynthia L. Rogers
                                       -------------------------
                                       Name:  Cynthia L. Rogers
                                       Title: Vice President

                                     S-11
<PAGE>

                                    ING (US) CAPITAL CORP.


                                    By:   /s/ William James
                                       ----------------------
                                       Name:  William James
                                       Title: Director

                                     S-12
<PAGE>

                                    CREDIT SUISSE FIRST BOSTON


                                    By:   /s/ David L. Sawyer
                                       -------------------------------
                                       Name:  David L. Sawyer
                                       Title: Vice President


                                    By:   /s/ Kristin Lepri
                                       -------------------------------
                                       Name:  Kristin Lepri
                                       Title: Assistant Vice President


                                     S-13
<PAGE>

                                    U.S. BANK NATIONAL ASSOCIATION


                                    By:   /s/ Kurt Imerman
                                       ___________________________
                                       Name:  Kurt Imerman
                                       Title: Senior Vice President

                                     S-14
<PAGE>

                                    WELLS FARGO BANK, NATIONAL
                                    ASSOCIATION


                                    By:   /s/ Vipa Chiraprut
                                       ___________________________
                                       Name:  Vipa Chiraprut
                                       Title: Vice President

                                     S-15
<PAGE>

                                       COOPERATEVE CENTRALE RAIFFEISEN-
                                       BOERENLEENBANK B.A., "RABOBANK
                                       NEDERLAND", NEW YORK BRANCH


                                       By:   /s/ Douglas W. Zylstra
                                          ---------------------------
                                          Name:  Douglas W. Zylstra
                                          Title: Senior Vice President


                                       By:   /s/ James S. Cunningham
                                          ---------------------------
                                          Name:  James S. Cunningham
                                          Title: Managing Director/
                                                 Chief Risk Officer

                                     S-16
<PAGE>

                                       CITY NATIONAL BANK


                                       By:   /s/ Patrick M. Drum
                                       ________________________________
                                          Name:  Patrick M. Drum
                                          Title: Vice President

                                     S-17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>dex102.txt
<DESCRIPTION>TIME BROCKERAGE AGREEMENT
<TEXT>
<PAGE>

                            TIME BROKERAGE AGREEMENT

          Time Brokerage Agreement ("Agreement") dated as of October 31, 2001,
by and among BEASLEY BROADCASTING OF NEVADA, LLC a North Carolina limited
liability company ("Beasley"), KJUL LICENSE, LLC, a North Carolina limited
liability company ("License LLC" and together with Beasley hereinafter referred
to as "Licensee") and WILKS BROADCASTING LLC, a Delaware limited liability
company ("Programmer").

          WHEREAS, Licensee is the licensee of radio stations WRNO(FM), licensed
to New Orleans, Louisiana and KMEZ(FM), licensed to Belle Chase, Louisiana
(collectively, the "Stations");

          WHEREAS, an Agreement of Purchase and Sale of Assets, dated as of
October 31, 2001 is being entered into simultaneously herewith among
Programmer, Licensee and certain other parties (the "APA"; with all capitalized
terms used but not defined herein having the meanings set forth in the APA), and
Programmer wishes to begin presenting programming on the Stations prior to such
time as it acquires the Purchased Assets, and Licensee has agreed to make
available to Programmer broadcast time on the Stations for the presentation of
such programming consistent with the rules and regulations of the Commission.

          NOW, THEREFORE, for and in consideration of the mutual covenants
herein contained, the parties hereto have agreed and do agree as follows:

      1.  Facilities.
          ----------
          (a) Licensees agree, beginning at 12:01 a.m. on November 1, 2001 (the
"Effective Date"), to make all air time, transmission services and production
facilities of and/or for the Stations available exclusively to Programmer and to
broadcast, or cause to be broadcast, on the Stations the programming provided by
or proposed to be presented by or on behalf of Programmer (the "Programming")
which may originate either from Programmer's own studios or from Licensee's
studios, all subject to the terms and conditions of this Agreement. The
Programming is described in Attachment I hereto .

          (b) Programmer shall be entitled to locate any and all personnel as it
deems appropriate at the offices and facilities of Licensee, and Licensee shall
make available to Programmer all office, studio and other space and all
programming, telephone and other equipment and facilities of Licensee required
or requested by Programmer from time to time to enable it and its personnel to
perform all the duties, business and activities contemplated by this Agreement.

     2.   Payments. Programmer hereby agrees, beginning on the first business
          --------
day of each calendar month following the Effective Date and during the term
hereof, to pay Licensee, subject to such adjustments as shall be provided for in
this Agreement, the monthly rate of Fifty Five Thousand U.S. Dollars ($55,000)
(the "Monthly Payment") and to reimburse Licensee (an
<PAGE>

"Expense Reimbursement") for those monthly legitimate and prudent operating
expenses of Licensee in operating the Stations as set forth in Attachment II
hereof. The Monthly Payment shall be due and payable on the first business day
of each month and shall be prorated for any partial month. Programmer shall
receive a payment credit with respect to any Programming which Programmer makes
available for broadcast during Brokered Hours (as defined in Section 6), but
which is preempted or which is not accepted by Licensee. Such credit shall be
determined by multiplying the sum of the Monthly Payment plus the monthly
Expense Reimbursement for the month in question by the ratio of the number of
hours (or fractions thereof) of such Programming preempted or not accepted on a
particular Station during such calendar month to the total number of Brokered
Hours (or fractions thereof) for such Station in such calendar month. Final
payment on account of the Monthly Payment and the Expense Reimbursement for the
month in which Closing takes place shall be calculated to include the day of
Closing.

     3.  Term.  The term of this Agreement (the "Term") shall commence as of the
         ----
Effective Date (the "TBA Commencement Date") and shall continue in effect until
and shall terminate on the earlier of (i) the closing of the transactions
contemplated by the APA, and (ii) the termination of the APA, in accordance with
its terms, unless such Term is otherwise sooner terminated as set forth in
Section 16 below.

     4.  Programming Standards. Programmer shall furnish or cause to be
         ---------------------
furnished, and Licensee shall cooperate in all reasonable respects to facilitate
the furnishing of, Programming in accordance in all material respects with the
Communications Act of 1934, as amended, and the rules and requirements of the
Federal Communications Commission (the "FCC or the "Commission"), including,
without limitation, the Commission's rules on plugola/payola, lotteries,
contests, station identification, minimum operating schedule, political
programming and political advertising rates; and the Programming shall include
announcements and disclosures (including but not limited to station
identification announcements, EAS announcements, and sponsorship disclosures)
necessary for each of the Stations to comply with the Commission's rules and
requirements. In the event that Licensee determines, based on the exercise of
Licensee's good faith reasonable business judgment, that Programmer has failed
to comply in any material respect with the standards of the preceding sentence,
Licensee may suspend or cancel any such Programming not in compliance.
Programmer agrees that it will not change the current programming format of the
either of the Stations during the Term.

     5.  Collection of Accounts Receivable. Licensee hereby assigns to
         ---------------------------------
Programmer, for the purpose of collection only, the accounts receivable of each
of the Stations owing to Licensee as of the close of business on the day before
the TBA Commencement Date (such accounts receivable being called "Licensee
Receivables"). During the Term of this Agreement, Programmer will endeavor to
collect such Licensee Receivables, as agent for Licensee and on Licensee's
behalf, but in accordance with Programmer's normal collection procedures as in
effect from time to time (and without being required to resort to litigation or
collection proceedings), and Licensee agrees that during such period of time it
shall refrain from taking any action (whether in connection with collection or
otherwise) in respect of the Licensee Receivables. Programmer shall have the
right and authority to endorse, without recourse, with the name of Licensee, any
checks received in respect of any Licensee Receivables. Programmer shall not
have the right to compromise, settle or adjust the amounts of any Licensee
Receivable

                                      -2-
<PAGE>

without Licensee's prior written consent. As soon as practicable, but in no
event later than the 30th day of each calendar month beginning with the end of
the first full month after the TBA Commencement Date or the next business day
thereafter if the 30th is not a business day, Programmer will furnish Licensee
with an accounting of the Licensee Receivables collected during the preceding
calendar month, and, on such day Programmer shall remit to Licensee the net
amount of all Licensee Receivables collected on Licensee's behalf by Programmer
during such calendar month after deducting therefrom any applicable agency,
sales and other commissions which shall be paid by Programmer as set forth
below. Licensee acknowledges and agrees that all accounts receivable of any of
the Stations that are earned from and after the TBA Commencement Date are the
sole and exclusive property of Programmer. Programmer shall not be obligated to
use any extraordinary efforts, retain counsel or a collection agency to collect
any Licensee Receivable. To the extent that any amounts are received by
Programmer from an obligor on both a Licensee Receivable and any other Station
receivable of Programmer, such amounts, unless specifically allocated by the
obligor, shall be allocated to payment of the oldest of such receivables first.
Upon the earlier of (i) termination of this Agreement other than due to
consummation of the APA, or (ii) 120 days after the Closing Date, Programmer
will turn back to Licensee all of the Licensee Receivables of each of the
Stations owing to Licensee which have not yet been collected (including all
records and documents of each of the Stations relating to such uncollected
accounts), and Programmer will thereafter have no further responsibility with
respect to the collection of such Licensee Receivables, provided, however, that
any funds received by Programmer subsequent to the Collection Period on account
of any Licensee Receivables paid or payable to any of Licensee shall be remitted
to Licensee within five (5) business days after the receipt of such funds.
Within twenty (20) business days after Programmer turns back the Licensee
Receivables pursuant to this Section, Programmer will furnish Licensee with a
final and up-to-date accounting of the Licensee Receivables. Licensee
acknowledges and agrees that Programmer is acting as collection agent hereunder
for the benefit of Licensee (but subject to the limitations set forth herein)
and that Programmer has accepted such responsibility for the accommodation of
Licensee. Licensee shall remain responsible for all agencies, sales and other
commissions and related payroll and other taxes and withholdings associated with
or arising out of any of the Licensee Receivables and to the extent the same
have not been paid by Licensee, during the period Programmer is collecting the
Licensee Receivables, Programmer shall deduct the amount of such commissions and
taxes from the amount to be remitted to Licensee and pay such amounts in
accordance with Licensee's past customary practice.

     6.  Facilities.
         ----------

         (a) Licensee hereby covenants that each of the Stations shall operate
in accordance with the authorizations issued to it by the Commission. Throughout
the term of this Agreement, Licensee shall make each of the Stations available
to Programmer for broadcast of Programming with its present authorized
facilities or substantially similar facilities during Brokered Hours, subject to
Licensee's rights to preempt Programming pursuant to Sections 4, 12 or 13
hereof. Programmer shall make available Programming for all Brokered Hours.
"Brokered Hours" shall mean up to 168 hours per week, as Programmer shall
determine, less up to ten hours in any calendar month as Licensee may deem
necessary for maintenance of the facilities of each of the Stations. Licensee
shall use best efforts to schedule downtime for maintenance on Sunday morning
between the hours of 2 a.m. and 6:00 a.m. and to provide

                                      -3-
<PAGE>

Programmer with at least 48 hours prior notice of downtime for maintenance
scheduled for any other hours.

         (b) To facilitate the production of Programming for each of the
Stations, and in furtherance of Programmer's rights under this Agreement,
Licensee shall permit Programmer and its employees to utilize substantially all
space, equipment and furnishings at each of the Station's studios and offices
currently used in conjunction with the operation of any of the Stations and
shall permit Programmer to have continual access to all advertising files and
related documentation, and all such files and documentation shall be maintained
at each of the Stations. Programmer shall conduct itself, and shall cause its
employees and agents to conduct themselves, in the course of their respective
activities and operations under this Agreement with due care, in the ordinary
course of business, and in a manner consistent with the normal and prudent
operation of a commercial broadcast radio station of similar size and format.
Licensee shall maintain the studios of and transmission facilities for each of
the Stations in their present condition and repair and shall permit the same to
serve as programming origination facilities for Programmer. Licensee shall
maintain the Stations' studios in compliance with the FCC's rules and
requirements, including, without limitation, the FCC's main studio rule. During
the Term, Programmer shall have access to the studio and other space, equipment
and facilities referred to herein 24 hours a day every day of the year. Licensee
shall cooperate with Programmer, at Programmer's expense, in making such
arrangements as Programmer shall reasonably request to deliver Programming from
any remote location to each of the Station's respective transmitter sites.


         (c) Licensee shall maintain all equipment necessary for broadcasting by
each of the Stations in a condition consistent with the current operations of
the Stations in compliance in all material respects with the applicable rules,
regulations and technical standards of the Commission, and all capital
expenditures reasonably required to maintain the current technical quality of
each of the Station's signal shall be made in a timely fashion at the expense
and in the sole discretion of Licensee. If any of the Stations suffers any loss,
reduction or damage of any nature to its signal or any of its transmission
facilities which results in the interruption or material reduction of service of
such Station or the inability of such Station to operate with currently-
authorized facilities and power, Licensee shall use commercially reasonable
efforts to effect such repairs as are necessary to restore full-time, full power
operation of such Station with their currently-authorized facilities as soon as
practicable.

     7.  Handling of Mail.  Programmer shall be responsible for receiving and
         ----------------
handling all mail, cables or telegrams directed to the Stations and shall
promptly furnish to Licensee all such communications (or, as appropriate, copies
thereof which are intended for Licensee or relate to Licensee's responsibilities
under this Agreement or as a broadcast licensee of the Commission (including,
but not limited to, copies of all correspondence received from members of the
public with respect to the programming or operations of any of the Stations),
and shall furnish to Licensee, unopened, any mail, cables or telegrams addressed
to Licensee.  Licensee shall furnish promptly to Programmer all mail, cables, or
telegrams (or, as appropriate, copies thereof) received by Licensee that is
intended for Programmer or relate to Programmer's responsibilities under this
Agreement, and shall furnish to Programmer, unopened, any mail, cables or
telegrams addressed to Programmer.  Licensee shall be solely responsible for
maintaining each of the Station's public files.

                                      -4-
<PAGE>

     8.  Responsibility for Employees and Expenses.
         -----------------------------------------

         (a) Licensee's Responsibilities. Licensee shall provide and be
             ---------------------------
responsible for each of the Station's personnel necessary for the broadcast
transmission of Programmer's Programming and the exercise of the Licensee's
rights of oversight and control of each of the Station's operations, which shall
consist of two persons who shall be one manager and one non-management staff
person ("Licensee's Employees"). Licensee's Employees shall at all times remain
in the employ of Licensee and subject to Licensee's control and Licensee shall
be responsible for all employee benefits and compensation and employment taxes
with respect to such personnel. Subject to Programmer's obligation to make the
Expense Reimbursement, and excluding any costs related to the production of
Programmer's Programming or as otherwise provided in Section 8(b), Licensee will
be responsible for payment in the first instance of all of each Station's
expenses necessary to fulfill Licensee's Commission obligations and to transmit
the Programming. Without limiting the generality of the foregoing, these costs
and expenses to be paid by Licensee in the first instance shall include all
costs associated with the maintenance of each of the Station's towers,
transmitters and antennas, electrical power at each of the Station's studio and
transmitter sites , lighting, heating and cooling at the studio and transmitter
sites, maintenance of each of the Station's local public records file, rent for
the studio and transmitter sites, and all other expenses associated with
maintaining each of the Station's studios.

         (b)  Programmer's Responsibilities.
              -----------------------------
                    (i)  Offer of Employment. Within ten business days following
                         -------------------
the TBA Commencement Date, Programmer may offer employment, on terms and
conditions determined by Programmer, to any active part-time or full-time
personnel (other than (x) Licensee's Employees, (y) Walton and Johnson and (z)
and such other exceptions as may be agreed to) employed at the Stations ("Active
Station Employees") and shall provide Licensee a list of those Active Station
Employees to whom an offer will not be made. For purposes of the previous
sentence, "active personnel" shall mean all employees of Licensee except those
employees who are receiving long-term or short-term disability benefits.
Licensee will cooperate with Programmer in its efforts to hire the Active
Station Employees to whom offers are so made. Active Station Employees accepting
such offers of employment shall be referred to as the "Transferred Employees."
Any Active Station Employee who either is not offered employment by Programmer
or declines to accept employment with Programmer shall be referred to as a "Non-
Transferred Employee."


                    (ii) Employee Benefits. Programmer shall permit each
                         -----------------
Transferred Employee to participate in Programmer's employee welfare benefit
plans (as defined in Section 3(1) of ERISA) in the same manner as all other
similarly situated employees of Programmer. Programmer agrees that for purposes
of all benefit plans (including, but not limited to, "employee benefit plans" as
defined in Section 3(3) of ERISA, and all policies and employee fringe benefit
programs, including vacation policies) of Programmer in which Transferred
Employees may participate, credit shall be given to the Transferred Employees
for service previously credited with Licensee prior to the TBA Commencement
Date. Programmer agrees that, for purposes of any employee benefit plan that
requires deductibles, co-payments, or maximum out of pocket payments, credit
will be provided to the Transferred Employees for any deductibles, co-payment or
other amounts paid in respect of the plan year in which the TBA

                                      -5-
<PAGE>

Commencement Date occurs. Programmer also agrees, with respect to any employee
benefit plan that imposes pre-existing condition exclusions, waiting periods or
requires evidence of insurability, to waive such pre-existing condition
exclusions or restrictions, any waiting period limitations, or any evidence of
insurability requirements for the Transferred Employees, other than any
consistent with any of those plans of Licensee theretofore applicable to any of
the Transferred Employees. As soon as practicable after the TBA Commencement
Date, Programmer shall allow Transferred Employees to participate in
Programmer's savings or retirement plan(s) in the same manner as simil arly
situated employees of Programmer.

               (iii)  No Third Party Beneficiary. No provisions of this
                      --------------------------
Agreement shall create any third party beneficiary rights of any employee or
former employee (including any beneficiary or dependent thereof) of Licensee in
respect of continued employment (or resumed employment) with Licensee or
Programmer or in respect of any other matter.

               (iv)   Responsibilities. Programmer shall be responsible for the
                      ----------------
salaries, compensation and employment taxes, insurance, employee benefits
(including COBRA Coverage), commissions, other sales costs, and related costs
for the Transferred Employees and any other personnel used by Programmer in the
production of the Programming (including salespeople, traffic personnel, board
operators and programming staff). Programmer shall reimburse Licensee for all
severance liabilities and obligations, if any (other than COBRA coverage) (i)
arising from or related to, the termination of Non-Transferred Employees (other
than those set forth on Schedule 8 hereto) by Licensee during the term of this
Agreement and (ii) owed by Licensee to any Transferred Employee, but only, in
each case under the preceding clauses (i) and (ii), to the extent such severance
obligations (x) are consistent with the disclosures in the employment contracts
or agreements provided to Programmer under Section 5.8 of the APA and (y) in the
case of non-Transferred Employees who do not have an employment contract or
agreement specifically identified in Section 5.8 of the APA, do not exceed two
(2) weeks of compensation. The Transferred Employees and other personnel
utilized by Programmer in the performance of its obligations under this
Agreement shall be in the employ of Programmer and subject to Programmer's
control.

     9.  Contracts. Programmer shall act as Licensee's agent in connection with
         ---------
all contracts for the sale of advertising time on the Stations for cash and non-
cash consideration and all contracts and other agreements identified in Schedule
5.8 of the APA and Licensee and Programmer shall cooperate to cause Programmer
to receive the benefit of such contract or agreement in exchange for the
performance by Programmer of all of Licensee's obligations under such contract
or agreement (including without limitation the payment to Licensee of all
amounts due under the contract or agreement on or after the TBA Commencement
Date for services provided by Licensee, which amounts shall be included as part
of the Expense Reimbursement). To the extent practicable and upon the receipt of
any necessary consent, Licensee shall assign and Programmer shall assume any
such contract or agreement (other than those necessary to fulfill Licensee's
Commission obligations), and following such assignment and assumption, if an
amount was included in the Estimate (as defined in Attachment II) in respect of
such contract or agreement the Estimate shall be revised accordingly.

     10.  Programmer's Insurance. During the Term, Programmer shall maintain
          ----------------------
Broadcaster's Liability Insurance with coverage of at least One Million Dollars
($1,000,000.00) per occurrence, Commercial General Liability insurance of at
least One Million Dollars ($1,000,000.00)

                                      -6-
<PAGE>

per occurrence and Workers Compensation insurance of at least $500,000 per
accident, with insurance companies that have a Best rating of A or better.
Programmer shall deliver certificates of insurance periodically to Licensee
evidencing that such insurance remains in effect and such policies shall name
Licensee as an additional insured.

     11.  Advertising and Programming Revenues. Programmer shall retain all
          ------------------------------------
revenues from the broadcast or sale of advertising time that is broadcast on any
of the Stations during its Programming, and from all other sources of revenues
and/or advertising related to any of the Stations, in each case during the Term
and may sell such advertising in combination with the sale of advertising on any
other broadcasting stations of its choosing. All accounts receivable, claims and
entitlements to payment arising from any of the foregoing shall be the sole and
exclusive assets and property of Programmer.

     12.  Operation of the Stations.
          -------------------------

          (a) General. Notwithstanding anything to the contrary in this
              -------
Agreement, Licensee shall have authority and power over the operation of the
Stations during the term of this Agreement. Licensee shall retain control, said
control to be reasonably exercised, over the policies, programming and
operations of the Stations, including, without limitation, the right to decide
whether to accept or reject any Programming or advertisements, the right to
preempt any Programming in order to broadcast a program deemed by Licensee to be
of greater national, regional, or local interest, and the right to take any
other actions for compliance with the laws of the United States or the State of
Louisiana or the rules, regulations, and policies of the Commission. Licensee
shall at all times be responsible for meeting all of the Commission's
requirements with respect to public service programming, for maintaining the
political and public inspection files and the station log (if any) of each of
the Stations, and for preparation of programs/issues lists. Licensee shall at
all times be responsible for compliance with the Commission's main studio rules
and policies. Programmer shall, upon request by Licensee, provide Licensee with
information with respect to such of Programmer's programs which are responsive
to public needs and interest so as to assist Licensee in the preparation of
required programming reports, and will provide upon request other information to
assist Licensee's preparation of other records, reports and logs required by the
Commission or other local, state or federal governmental agencies.

          (b) Political Advertising. Licensee will oversee and take ultimate
              ---------------------
responsibility with respect to the provision of equal opportunities, lowest unit
charge and reasonable access to political candidates, and compliance with the
Political Broadcast Rules of the FCC. Programmer shall supply information to
assist Licensee, and shall consult and cooperate with Licensee, in complying
with the lowest unit charge requirements of federal law. To the extent
necessary, Programmer shall release advertising availabilities to Licensee to
permit it to comply with the Political Broadcast Rules of the FCC including, but
not limited to, Section 315 of the Communications Act of 1934, as amended;
provided, however, that revenues received by Licensee as a result of such a
--------  -------
release of advertising time shall be deemed irrevocably assigned to and shall
promptly be remitted to Programmer.

                                      -7-
<PAGE>

          (c)  Responsive Programming. Programmer and Licensee mutually
               ----------------------
acknowledge their interest in ensuring that each of the Stations serves the
needs and interests of the residents of such Station's communities of license
and service areas and agree to cooperate in doing so. Licensee may request, and
Programmer shall provide, information concerning such of Programmer's
Programming that is responsive to community issues so as to assist Licensee in
the satisfaction of their public service programming obligations.

        13.    Special Events. Licensee reserves the right to preempt any of the
               --------------
broadcasts of Programmer's Programming and to use such preempted time for
broadcast of special events deemed by Licensee to be of importance to its
community of license. In all such cases, Licensee shall use its diligent efforts
to give Programmer reasonable advance notice of its intention to preempt
Programmer's Programming; provided however, that any revenues received as a
                          -------- -------
result of such preemption shall be deemed irrevocably assigned to and shall
promptly be remitted to Programmer.

        14.   Indemnification.
              ---------------
          (a) Indemnification Rights. Each party will indemnify and hold
              ----------------------
harmless the other party, and the directors, officers, partners, employees,
agents and affiliates of such other party, from and against any and all
liability, including without limitation reasonable attorneys' fees arising out
of or incident to (i) any breach by such party of a representation, warranty or
covenant made herein or such party's actions taken or not taken (when such
actions should have been taken) pursuant to the provisions of this Agreement, or
(ii) the programming produced or furnished by such party, or in the case of
programming furnished or broadcast by Licensee, prior to the TBA Commencement
Date provided that Programmer shall have no liability hereunder in respect of
Programming broadcast by it, which Programming was originally produced, provided
or contracted for by Licensee or any of Licensee's affiliates. Without limiting
the generality of the foregoing, each party will indemnify and hold harmless the
other party, and the directors, officers, partners, employees, agents and
affiliates of such other party, from and against any and all liability for
libel, slander, infringement of trademarks, trade names, or program titles,
violation of rights of privacy, and infringement of copyrights and proprietary
rights resulting from the programming produced or furnished by it hereunder and
broadcast on any of the Stations provided that Programmer shall have no
liability under this Section in respect of Programming broadcast by it, which
Programming was originally produced, provided or contracted for by Licensee or
any of Licensee's affiliates. The parties' indemnification obligations hereunder
shall survive any termination or expiration of this Agreement.

          (b) Procedures. The provisions of Section 9.4 of the APA shall apply
              ----------
with respect to matters covered by this Article 14 as if the indemnifying party
under this Agreement were the indemnifying party under said Section 9.4, and as
if the indemnified party under this Agreement were the indemnified party under
said Section 9.4, and as if such matters covered hereby were covered by said
Section 9.4.

          (c) Any indemnification liability or obligation of Programmer under
this Agreement shall reduce dollar-for-dollar the aggregate "liquidated damages"
amount set forth in Section 8.4 of the APA.

                                      -8-
<PAGE>

     15.  Force Majeure. Any failure or impairment of facilities or any delay or
          -------------
interruption in broadcasting programs, or failure at any time to furnish
facilities in whole or in part, for broadcasting, due to acts of God, strikes,
or threats thereof, force majeure, or due to causes beyond the control of any
party, shall not constitute a breach of this Agreement, and no party shall be
liable to any other party, except to the extent of allowing in each such case an
appropriate payment credit to Programmer available to Licensee but not carried
during Brokered Hours based upon a pro rata adjustment as specified in Section 2
calculated and based upon the length of time during which the failure or
impairment exists or continues.

     16.  Right to Use the Programming.  The right to use the Programming and to
          ----------------------------
authorize its use in any manner and in any media whatsoever shall be, and
remain, vested in Programmer.

     17.  Payola; EEO. Programmer agrees that it shall not accept, and shall not
          -----------
knowingly permit any of its employees to accept, any compensation or any in-kind
gift or gratuity of any kind whatsoever, regardless of its value or form,
including, but not limited to, a commission, discount, bonus, materials,
supplies or other merchandise, services or labor, whether or not pursuant to
written contracts or agreements between Programmer and merchants or advertisers,
unless the payer is identified in the program as having paid for or furnished
such consideration in accordance with Commission requirements. Programmer agrees
that, annually upon the reasonable request of Licensee, it will execute and
provide Licensee (and require its employees and agents associated with
production of its Programming to execute and provide Licensee) with an affidavit
to that effect in such form as Licensee shall reasonably require. Programmer
shall comply with all equal employment opportunity regulations and policies of
the Commission to the extent such regulations and policies apply, or shall in
the future apply, to the employment practices of Programmer's personnel assigned
to duties in connection with the operation of the Stations; and Programmer shall
timely provide Licensee with all information that shall be necessary to comply
with any reporting obligations of the Commission pursuant to such regulations or
policies.

     18.  Certain Governmental Action.
          ---------------------------
          (a)  In the event that a federal, state or local governmental
authority designates a hearing with respect to the continuation or renewal of
any license or authorization held by Licensee for the operation of any of the
Stations, or orders the termination of this Agreement and/or orders the
curtailment, in any manner material to the relationship between the parties
hereto, of the provision of Programming by Programmer hereunder, and/or
determines that other similar time brokerage agreements, in whole or in part,
are contrary to public or agency policy, at its option, Programmer may seek
administrative or judicial appeal of or relief from such order(s) (in which
event Licensee shall, at Licensee's expense, cooperate with Programmer in such
proceedings), or Programmer may notify Licensee that it will terminate this
Agreement pursuant to this Section 18. If the Commission designates the renewal
application of any of the Stations for a hearing as a consequence of this
Agreement or for any other reason, Programmer shall cooperate and comply with
any reasonable request of Licensee to assemble and provide to the Commission
information relating to Programmer's performance under this Agreement.

                                      -9-
<PAGE>

          (b)  If this Agreement is challenged at or by the FCC or at or by the
U.S. Department of Justice or the Federal Trade Commission, whether or not in
connection with a license renewal application for any of the Stations,
Programmer and Licensee, through their respective counsel, shall jointly defend
this Agreement and the parties' performance thereunder throughout all such
proceedings. If portions of this Agreement do not receive the approval of the
FCC staff, to the extent that such approval may be required, then the parties
shall use their best efforts to reform this Agreement in such a manner as to
maintain the economic benefit anticipated by each party or seek reversal of the
staff decision and approval from the FCC on appeal.

     19.  Termination.
          -----------

          (a) Termination. This Agreement may also be terminated under the
              -----------
following circumstances:

              (i)   by Programmer, by giving written notice of termination to
Licensee, if (A) Programmer is not then in material breach hereof, and (B)
Licensee is in material breach of its obligations hereunder, has failed to cure
such breach within the Cure Period, and such continuing breach by Licensee has
had a material adverse effect on the business or operations of the Stations,
taken as a whole;

              (ii)  by Licensee, by giving written notice of termination to
Programmer, if (A) Licensee is not then in material breach under this Agreement,
and (B) Programmer is in material breach of its obligations hereunder and has
failed to cure such breach within the Cure Period and such continuing breach by
Programmer has had a material adverse effect on the business or operations of
the Stations, taken as a whole;

              (iii) by mutual consent of the parties in writing; or

              (iv)  by Programmer or Licensee, provided the terminating party
has complied with the provisions of Section 18 hereof, by giving written notice
of termination to the other party, if: (i) this Agreement is declared invalid or
illegal in whole or substantial part by an order or decree of an administrative
agency or court of competent jurisdiction and such order or decree has become
final and no longer subject to further administrative or judicial review, or
(ii) there has been a material change in FCC rules, policies, or precedent that
would cause this Agreement to be in violation thereof and such change is in
effect and has not been stayed pending an appeal or further administrative
review.

          (b) Failure or Consummation of APA. Notwithstanding any other
              ------------------------------
provision hereof, this Agreement shall terminate with no further action by
Licensee or Programmer upon the termination of the APA in accordance with the
terms thereof, or upon the consummation of the transactions contemplated
thereby.

     20.  Post-Termination Matters.
          ------------------------
          (a) Upon any termination of this Agreement, Licensee shall have no
further obligation to provide to Programmer any broadcast time or broadcast
transmission facilities. Upon any termination, Programmer shall be responsible
for all debts and obligations of

                                      -10-
<PAGE>

Programmer to third parties based upon the purchase of air time on the Stations
and the use of Licensee's transmission facilities relating to the Stations,
including, without limitation, accounts payable; provided, however, that
Licensee will assume Trade Agreements to the extent the aggregate value (at
current rates for time on the Stations as of the date of such termination or
expiration) of unfilled obligations of the Programmer under any Trade Agreements
entered into by Programmer on or after the TBA Commencement Date does not exceed
the aggregate reasonable fair market value of any consideration yet to be
received in exchange for the provision of time on the Stations by more than
Seven Thousand Five Hundred Dollars ($7,500.00). Notwithstanding anything herein
to the contrary, to the extent that any invoice, bill or statement submitted to
Licensee after the termination of this Agreement or any payment made by
Programmer prior to the termination of this Agreement relates to expenses
incurred in operating the Stations, for periods both before and after the
termination of this Agreement, such expenses shall be prorated between Licensee
and Programmer in accordance with the principle that Programmer shall be
responsible for expenses allocable to the period prior to the termination of
this Agreement and Licensee shall be responsible for expenses allocable to the
period on and after the termination of this Agreement. Each party agrees to
reimburse the other party for expenses paid by the other party to the extent
appropriate to implement the proration of expenses pursuant to the preceding
sentence.

     (b) If this Agreement terminates other than as a result of the Closing (as
defined in the APA), Programmer shall (i) assign to Licensee and Licensee shall
assume all orders and agreements for the sale of advertising time on any of the
Stations for cash and all trade, barter and similar agreements for the sale of
advertising time on any of the Stations other than for cash and all such orders
and agreements for advertising time entered into in the ordinary course of
business during the Term and all other contracts and other agreements with
respect to the Stations that Programmer has entered into, in the ordinary course
of business on customary terms and conditions, involving payments or receipts
during the life of such contracts of less than $15,000 in the case of any single
contract but not more than $75,000 in the aggregate that are in effect on the
date of such termination or expiration (collectively, the "Contracts"); (ii) be
responsible for only those obligations under the Contracts in respect of the
period commencing on or after the TBA Commencement Date and ending prior to the
termination of this Agreement; (iii) be responsible for collecting the accounts
receivable arising from Programmer's operation of the Station on or after the
Commencement Date and prior to the termination of this Agreement, as to which
Licensee shall cooperate with Programmer, to the extent reasonably requested, to
assist Programmer in collecting any such accounts receivable; and (iv) cease
collecting the Licensee Receivables pursuant to Section 5 and return any
remaining Licensee Receivables to Licensee for collection.

     (c) If this Agreement terminates other than as a result of the Closing (as
defined in the APA), beginning on the date of termination of this Agreement,
Licensee agrees to offer employment to the Transferred Employees but not to any
other employees of Programmer. Licensee shall permit each Transferred Employee
who so accepts such offer to participate in Licensee's employee welfare benefit
plans (as defined in Section 3(1) of ERISA) in the same manner as all other
similarly situated employees of Licensee. Licensee agrees that for purposes of
all benefit plans (including, but not limited to, "employee benefit plans" as
defined in Section 3(3) of ERISA, and all policies and employee fringe benefit
programs, including vacation policies) of Licensee in which Transferred
Employees may participate, credit shall be given to

                                      -11-
<PAGE>

the Transferred Employees for service previously credited with Programmer prior
to the termination of this Agreement. Licensee agrees that, for purposes of any
employee benefit plan that requires deductibles, co-payments, or maximum out of
pocket payments, credit will be provided to the Transferred Employees for any
deductibles, co-payment or other amounts paid in respect of the plan year in
which the termination of this Agreement occurs. Licensee also agrees, with
respect to any employee benefit plan that imposes pre-existing condition
exclusions, waiting periods or requires evidence of insurability, to waive such
pre-existing condition exclusions or restrictions, any waiting period
limitations, or any evidence of insurability requirements for the Transferred
Employees other than any consistent with those plans of Programmer theretofore
applicable. As soon as practicable after the termination of Agreement, Licensee
shall allow Transferred Employees to participate in Licensee's savings or
retirement plan(s) in the same manner as similarly situated employees of
Licensee.

       (d) Notwithstanding anything in Section 14 to the contrary, no expiration
or termination of this Agreement shall terminate the obligation of each party to
indemnify the other for claims under Section 14 hereof or limit or impair any
party's rights to receive payments due and owing hereunder on or before the date
of such termination except as otherwise provided in Section 8.4 of the APA.

  21.  Certain Understandings.  Anything to the contrary contained herein
       ----------------------
notwithstanding, no termination of this Agreement, in and of itself, for any
reason whatsoever shall have any effect on or terminate any right or obligation
of Programmer or any right or obligation of Licensee under the APA and shall not
provide cause for the termination of the APA.  To the extent Licensee shall be
entitled to, or Programmer shall pay to Licensee, any amount on account of any
damages arising out of any breach or default, or act or omission, of Programmer
under or arising out of this Agreement, such amounts shall reduce dollar-for-
dollar the aggregate liquidated damages amount set forth in Section 8.4 of the
APA.

  22.  Certifications.  Pursuant to Note 2(k)(3) to Section 73.3555 of the FCC's
       --------------
rules, Licensee, by the signature of its authorized representative to this
Agreement, certifies that it maintains ultimate control over the Stations'
facilities, including specifically control over station finances, personnel and
programming.  Programmer, by the signature of its authorized representative to
this Agreement, certifies that this Agreement complies with the provisions of
Sections 73.3555(a), (c) and (d) of the FCC's rules.

  23.  Public Announcements.  The parties will coordinate and consult with one
       --------------------
another and obtain the prior approval of the other party, which shall not be
unreasonably withheld, before making any press release or other public
announcement concerning the transactions contemplated under this Agreement;
provided, however, that a party may, without the prior written consent of the
other party, issue such press release or make such public statement as may be
required by any law, rule, regulation, ordinance, order, judgment or decree or
any listing agreement with a national securities exchange to which it or any of
its affiliates is a party if it has used all reasonable efforts to consult with
the other party and to obtain such party's consent but has been unable to do so
in a timely manner.  Nothing in this Section shall prevent either party from
disclosing information to its accountants, attorneys, lenders, investors or
other advisors ("Representatives"), who shall be advised of the confidential
nature of such information and such

                                      -12-
<PAGE>

party so disclosing such information shall nevertheless be responsible for any
unauthorized disclosure by any of its Representatives.

     24. Modification and Waiver. No modification or waiver of any provision of
         -----------------------
this Agreement shall in any event be effected unless the same shall be in
writing and signed by the party adversely affected by the waiver or
modification, and then such shall be effective only in the specific instance and
for the purpose for which given.

     25. No Waiver; Remedies Cumulative. No failure or delay on the part of
         ------------------------------
Licensee or Programmer in exercising any right or power hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right
or power. The rights and remedies of Licensee and Programmer herein provided are
cumulative and are not exclusive of any right or remedies which it may otherwise
have.

     26. Constructions.  This Agreement shall be construed and enforced in
         -------------
accordance with the laws of the State of New York, without regard to principles
of conflicts of laws, and the obligations of the parties hereto are subject to
all federal, state or municipal laws or regulations now or hereafter in force
and to the regulations of the Commission and all other government bodies or
authorities presently or hereafter to be constituted.

     27. Headings.  The headings contained in this Agreement are included for
         --------
convenience only and no such heading shall in any way alter the meaning of any
provision.

     28. Successors and Assigns. This Agreement shall be binding upon and inure
         ----------------------
to the benefit of the parties and their respective successors and assigns,
including without limitation, any assignee of the Commission license for the
Station.

     29. Counterpart Signatures. This Agreement may be executed in multiple
         ----------------------
copies, each of which shall constitute an original.

     30. Notices. All notices, demands, and requests required or permitted to be
         -------
given under the provisions of this Agreement shall be in writing and shall be
deemed to have been duly delivered and received (a) on the date of personal
delivery or (b) on the date of receipt (as shown on the return receipt) if
mailed by registered or certified mail, postage prepaid and return receipt
requested, or if sent by Federal Express or similar courier service, with all
charges prepaid. All such notices, demands, and requests shall be addressed as
follows:

               If to Programmer:

                    Wilks Broadcasting LLC
                    9330 Old Southwick Pass
                    Alpharetta, GA 30022
                    Attn:  Jeffrey S. Wilks

                                      -13-
<PAGE>

               with a copy to:

                    The Wicks Group of Companies, L.L.C.
                    405 Park Avenue
                    New York, NY 10022
                    Fax No.: 212-223-2109
                    Attn: Craig B. Klosk

                    and

                    Golenbock, Eiseman, Assor, Bell & Peskoe
                    437 Madison Avenue
                    New York, New York 10022
                    Attn: Nathan E. Assor, Esq.

               If to Licensee:

                    Beasley Broadcasting of Nevada, LLC
                    3033 Riviera Drive, Suite 200
                    Naples, FL  34103
                    Attn:  B. Caroline Beasley

               with a copy to:

                    Latham & Watkins
                    555 11/th/ Street, NW, Suite 1000
                    Washington, DC  20004
                    Attn:  Joseph D. Sullivan, Esq.

or to any other or additional persons and addresses as the parties may from time
to time designate in a writing delivered in accordance with this Section 27.
Nothing in this Section shall preclude the delivery of notices by appropriate
means other than those described above, including facsimile.

     31.  Entire Agreement. This Agreement embodies the entire agreement between
          ----------------
the parties and there are no other agreements, representations, warranties, or
understandings, oral or written, between them with respect to the subject matter
hereof. No alterations, modification or change of this Agreement shall be valid
unless by like written instruments.

     32. Severability. In the event that any of the provisions contained in this
         ------------
Agreement is held to be invalid, illegal or unenforceable it shall not affect
any other provision hereof, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provisions had not been contained herein,
subject to Programmer's right to terminate pursuant to Section 18 hereof.

                                      -14-
<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                                         Licensee

                                         BEASLEY BROADCASTING OF NEVADA, LLC



                                         By: /s/ Caroline Beasley
                                            ------------------------
                                            Name: Caroline Beasley
                                            Title: Manager



                                         KJUL LICENSE, LLC


                                         By: /s/ Caroline Beasley
                                            ------------------------
                                            Name: Caroline Beasley
                                            Title: Manager



                                         Programmer

                                         WILKS BROADCASTING LLC



                                        By: /s/ Jamie M. Weston
                                           ------------------------
                                           Name:  Jamie M. Weston
                                           Title:  Vice President

<PAGE>

                            TIME BROKERAGE AGREEMENT

                                  ATTACHMENT I

          Programmer's Programming will be an entertainment format, which may
include news as well as promotions (including on-air giveaways) and contests.
Programming may include commercial matter, including that in both program or
spot announcement forms, as well as public affairs and public service
information.

<PAGE>

                                 ATTACHMENT II

          Programmer shall reimburse to Licensee the actual costs incurred by
Licensee with respect to the following expenses incurred solely in the actual
operation of the Stations attributable to the term of this Agreement, in each
case except as otherwise provided below or elsewhere in this Agreement: tower
and studio rents, utilities, property taxes with regard to the Stations'
property, normal and ordinary building and tower maintenance, normal and
ordinary engineering fees incurred by Licensee in the operation of the Stations,
casualty and liability insurance premiums with respect to insurance policies
currently maintained by the Stations in an amount equal to the current, arms
length premiums being currently paid by the Stations therefor, music licensee
fees (i.e., ASCAP, BMI and SESAC), software license fees, pro rated FCC annual
regulatory fees, compensation and other expenses related thereto associated with
Licensee personnel required to be provided pursuant to Section 8(a) hereof, and
programming and production costs actually incurred by Licensee in respect of any
Programming to be aired after the TBA Commencement Date ("Operating Expenses").
An estimate of such Operating Expenses is attached as Attached II-A hereto (the
"Estimate").  Anything to the contrary contained herein or in this Agreement
notwithstanding, Programmer shall not be responsible for or be required to
reimburse Licensee for any of the following:

          1.   Licensee's income, franchise and similar taxes.

          2.   Interest on and principal of loans and/or indebtedness and other
               fees, charges, costs and expenses relating to loans and/or
               indebtedness.

          3.   Legal, accounting and other professional fees and expenses in
               connection with or arising out of this Agreement and/or the APA
               and/or the negotiation, administration, interpretation or closing
               of this Agreement and/or the APA and/or the transactions
               contemplated hereby and thereby.

          4.   Any costs, expenses or expenditures in the nature of capital
               expenditures or improvements, or expenses associated with the
               maintenance or repair of towers or equipment, other than routine,
               ordinary and customary maintenance consistent in dollar amount
               and nature with past practice and experience of the Stations.

          Programmer shall pay the Estimate (as such Estimate may be adjusted
upwards or downwards pursuant to Section 9 or to take account of any foreseeable
reduction or increase in the expenses covered thereby) on or prior to the last
day of each calendar month.  On the 20th day of each month, Licensee will
provide Programmer a list of the actual expenses incurred the preceding month,
together with copies of the invoices or other backup information as may exist,
at which time Programmer either shall receive a credit for any over-payment that
may have occurred, or else shall pay any deficit within ten business days of
receipt of the list.  In the event the TBA Commencement Date is in the middle of
a month, Programmer only will be responsible to reimburse Licensee for Operating
Expenses relating to the portion of the month during which the term of this
Agreement has been in effect.

<PAGE>

     In the event of a bona fide dispute as to any requested reimbursement,
 Programmer may dispute such reimbursement and may withhold payment to Licensee
                        until such dispute is resolved.

<PAGE>

                                   SCHEDULE 8



     Tom Kennedy

     Jim Owen


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>6
<FILENAME>dex991.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                     [LOGO] BEASLEY BROADCAST GROUP, INC.

News Announcement                                For Immediate Release

CONTACT:
B. Caroline Beasley                              Stewart Lewack, Joseph Jaffoni
Chief Financial Officer                          Jaffoni & Collins Incorporated
Beasley Broadcast Group, Inc.                    212/835-8500 or bbgi@jcir.com
941/263-5000

                     BEASLEY BROADCAST GROUP TO DIVEST TWO
                    NEW ORLEANS FM STATIONS FOR $23 MILLION

                          - Proceeds to Reduce Debt -

NEW ORLEANS, Louisiana and NAPLES, Florida, November 1, 2001 -  Beasley
Broadcast Group, Inc. (Nasdaq: BBGI), a large- and mid-size market radio
broadcaster, today announced it has reached a definitive agreement with Wilks
Broadcasting, LLC to sell the broadcaster its two FM radio stations in New
Orleans, WRNO-FM and KMEZ-FM, for total consideration of approximately $23
million.  Beasley purchased the stations in January 2001 through its $113.5
million acquisition of six stations in Las Vegas and New Orleans from Centennial
Broadcasting.  Beasley will continue to own WBYU-AM, presently operated in a
brokered programming format.

Commenting on the agreement, Beasley Chairman and CEO, George Beasley, stated,
"Over the long term, Beasley has established a successful record of managing its
station portfolio through acquisitions and divestitures.  The proceeds of this
transaction will reduce borrowings under our revolving credit agreement while
enabling us to better focus on those opportunities offering the greatest return
to our shareholders.  We trust the stations will continue to grow and prosper
under the management of Wilks Broadcasting."

Completion of the transaction, expected to close late in the first or early in
the second quarter of 2002, is subject to FCC approval and other customary
closing conditions.
                                     -more-
<PAGE>

Beasley Broadcast Group Divests Stations, 11/1/01                       page 2

This news announcement contains certain forward-looking statements that are
based upon current expectations and involve certain risks and uncertainties
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Words or expressions such as "intends", "expects," "expected," "anticipates" or
variations of such words and similar expressions are intended to identify such
forward-looking statements.  Key risks are described in the Company's reports
filed with the U.S. Securities and Exchange Commission.  Readers should note
that these statements may be impacted by several factors, including economic
changes, unforeseen media events that would cause the Company to broadcast
commercial free for any period of time, and changes in the radio broadcast
industry generally and, accordingly, the Company's actual performance and
results may vary from those stated herein.  These statements do not include the
potential impact of any acquisitions or dispositions announced or completed
after October 31, 2001.  The Company undertakes no obligation to update the
information contained herein.

Founded in 1961, Beasley Broadcast Group, Inc. is a radio broadcasting company
that, upon completion of pending dispositions, owns or operates 42 stations (26
FM and 16 AM) located in eleven large- and mid-size markets in the United
States.

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