
<PAGE>
 
                                                                    EXHIBIT 2.15

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




                           ASSET PURCHASE AGREEMENT

                                    Among


                  EVERGREEN MEDIA CORPORATION OF LOS ANGELES,

                 EVERGREEN MEDIA/PYRAMID HOLDINGS CORPORATION,

                           WHTT (AM) LICENSE CORP.,

                           WHTT (FM) LICENSE CORP.

                                     and

                      MERCURY RADIO COMMUNICATIONS, L.P.

                          Dated as of April 11, 1996




- --------------------------------------------------------------------------------
<PAGE>
 
                              TABLE OF CONTENTS

                                                                     Page


ARTICLE I    DEFINITIONS............................................   1
ARTICLE II   PURCHASE OF ASSETS.....................................   4
    2.1  Closing....................................................   4
    2.2  Transfer of Assets.........................................   4
    2.3  Excluded Assets............................................   5
    2.4  Purchase Price.............................................   6
    2.5  Allocation and Appraisal...................................   6

ARTICLE III  ASSUMPTION OF LIABILITIES..............................   6

ARTICLE IV   GOVERNMENTAL CONSENTS..................................   7
    4.1  FCC Consent................................................   7
    4.2  Compliance with HSRA.......................................   7
    4.3  Other Governmental Consents................................   7

ARTICLE V    REPRESENTATIONS AND WARRANTIES OF BUYER................   8
    5.1  Organization and Standing..................................   8
    5.2  Authorization and Binding Obligation.......................   8
    5.3  FCC Qualifications.........................................   8
    5.4  Absence of Conflicting Agreements or Required
    Consents........................................................   9
    5.5  Litigation.................................................   9

ARTICLE VI   REPRESENTATIONS AND WARRANTIES OF SELLERS..............   9
    6.1  Organization and Standing..................................   9
    6.2  Authorization and Binding Obligation.......................  10
    6.3  Absence of Conflicting Agreements or Required
    Consents........................................................  10
    6.4  Governmental Authorization.................................  10
    6.5  Real Property..............................................  11
    6.6  Title to and Condition of Personal Property................  12
    6.7  Intellectual Property......................................  12
    6.8  Contracts..................................................  13
    6.9  Personnel Information......................................  14
    6.10  Employee Benefit Plans....................................  14
    6.11  Litigation................................................  15
    6.12  Compliance with Laws......................................  15
    6.13  Transaction with Affiliates...............................  15
    6.14  Financial Statements......................................  16
    6.15  Absence of Changes or Events..............................  16
    6.16  Insurance.................................................  16
    6.17  Taxes.....................................................  16
    6.18  Bankruptcy................................................  16
    6.19  Environmental Matters.....................................  17
    6.20  Foreign Investment in Real Property Tax Act...............  17
<PAGE>
 
    6.21  The Station Assets........................................   17
    6.22  Disclosure................................................   18

ARTICLE VII   COVENANTS OF SELLERS..................................   18

    7.1  Interim Operation..........................................   18
    7.2  Access to Station..........................................   18
    7.3  Third-Party Consents.......................................   19 
    7.4  Notification...............................................   19
    7.5  No Inconsistent Action.....................................   19
    7.6  Estoppel Certificates; Consent and Waiver..................   20
    7.7  No Solicitation............................................   20
    7.8  Title Policies.............................................   20
    7.9  Surveys....................................................   21

ARTICLE VIII   ADDITIONAL COVENANTS.................................   21
    8.1  Reasonable Best Efforts....................................   21
    8.2  Control of Station.........................................   21
    8.3  Certain Employees..........................................   21
    8.4  Renewal of Contracts.......................................   21
    8.5  Post-Closing Covenants.....................................   22
    8.6  New York Taxes.............................................   22

ARTICLE IX   CONDITIONS PRECEDENT TO BUYER'S
             OBLIGATION TO CLOSE....................................   23
    9.1  Representations, Warranties and Covenants..................   23
    9.2  Governmental Consents......................................   24
    9.3  Adverse Proceedings........................................   24
    9.4  Deliveries.................................................   24

ARTICLE X   CONDITIONS PRECEDENT TO SELLERS'
            OBLIGATION TO CLOSE.....................................   24
    10.1  Representations, Warranties and Covenants.................   24
    10.2  Governmental Consents.....................................   24
    10.3  Adverse Proceedings.......................................   25
    10.4  Deliveries................................................   25
    10.5  WSJZ......................................................   25

ARTICLE XI   DOCUMENTS TO BE DELIVERED AT THE CLOSING...............   25
    11.1  Documents to be Delivered by Sellers......................   25
    11.2  Documents to be Delivered by Buyer........................   26

ARTICLE XII   TRANSFER TAXES; FEES AND EXPENSES.....................   27
    12.1  Transfer Taxes and Similar Charges........................   27
    12.2  Expenses..................................................   28

ARTICLE XIII   BROKER'S COMMISSION OR FINDER'S FEE..................   28
    13.1  Buyer's Representation and Agreement to
    Indemnify.......................................................   28
    13.2  Sellers' Representation and Agreement to
    Indemnify.......................................................   28
<PAGE>
 
ARTICLE XIV   INDEMNIFICATION.......................................   29
    14.1  Indemnification by Sellers................................   29
    14.2  Indemnification by Buyer..................................   30
    14.3  Indemnification Procedures................................   32

ARTICLE XV   TERMINATION RIGHTS.....................................   33
    15.1  Termination...............................................   33
    15.2  Liability.................................................   34

ARTICLE XVI   REMEDIES UPON DEFAULT.................................   34
    16.1  Buyer's Remedies; Specific Performance....................   34
    16.2  Sellers' Remedies; Liquidated Damages.....................   35

ARTICLE XVII   OTHER PROVISIONS.....................................   35
    17.1  Risk of Loss..............................................   35
    17.2  Confidentiality...........................................   36
    17.3  Publicity.................................................   36
    17.4  Benefit and Assignment....................................   36
    17.5  No Third Party Beneficiaries..............................   37
    17.6  Entire Agreement; Amendments, etc.........................   37
    17.7  Headings..................................................   37
    17.8  Choice of Law; Jurisdiction...............................   38
    17.9  Notices...................................................   38
    17.10  Counterparts.............................................   39
    17.11  Further Assurances.......................................   39

EXHIBITS

A.  Form of Unwind Agreement

SCHEDULES

4.3    Other Governmental Consents
6.3    Sellers' Required Consents
6.4    Station Licenses and Governmental Consents
6.5    Real Property
6.6    Personal Property
6.7    Intellectual Property
6.8    Contracts
6.9    Personnel Information
6.10   Employee Plans
6.11   Litigation Involving Sellers
6.12   Compliance with Laws
6.13   Transactions with Affiliates
6.14   Financial Statements
6.15   Absence of Changes or Events
6.16   Insurance
6.21   Station Assets
8.3    Certain Employees
<PAGE>
 
                           ASSET PURCHASE AGREEMENT


          ASSET PURCHASE AGREEMENT, dated as of April 11, 1996, among Evergreen
Media Corporation of Los Angeles, a Delaware corporation, Evergreen
Media/Pyramid Holdings Corporation, a Delaware corporation, WHTT (AM) License
Corp., a Delaware corporation, WHTT (FM) License Corp., a Delaware corporation
(collectively, "Sellers"), and Mercury Radio Communications, L.P., a Delaware
limited partnership ("Buyer").

          NOW, THEREFORE, in consideration of the mutual covenants,
representations and warranties made herein, and of the mutual benefits to be
derived hereby, the parties hereto agree as follows:


                                   ARTICLE I

                                  DEFINITIONS
                                  -----------

          Unless otherwise stated in this Agreement, the following terms when
used herein shall have the meanings assigned to them below.

          1.1  "Affiliate" shall mean a Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, the Person specified.

          1.2 "Business Day" shall mean every day of the week excluding
Saturdays, Sundays and Federal holidays.

          1.3 "Closing Date" shall mean the date on which the Closing is
completed.

          1.4  "Code" shall mean the Internal Revenue Code of 1986, as amended,
together with all regulations and rulings issued thereunder by any governmental
authority.

          1.5 "Contracts" shall mean all contracts, agreements, purchase orders
and leases of whatever nature, whether written or oral, used in, held for use in
connection with or necessary for the conduct of, the business or operations of
the Station or the Station Assets, including, without limitation, those
contracts, agreements, purchase orders and leases set forth on Schedules 6.6,
                                                               -------------
6.7 and 6.8 to this Agreement, but excluding any of the Excluded Assets, any
- -----------
Employee Plan, the Office and Studio Lease, the contract with S&B Engineering,
the contract with Strata Marketing, Inc. and the contract with Columbine
Systems, Inc.
<PAGE>
 
          1.6  "Cut-Off Time" shall mean 12:01 a.m., local time, on the date on
which Sellers actually receive the Purchase Price (as defined in Section 2.4).

          1.7  "Environmental Laws" shall mean all applicable local, state and
federal statutes and regulations relating to the protection of human health or
the environment, including the FCC's regulations concerning radio frequency
radiation.

          1.8  "FCC Application" shall mean the application or applications that
Sellers and Buyer must file with the Federal Communications Commission (the
"FCC") requesting its consent to the assignment of the Station Licenses from
Sellers to Buyer.

          1.9  "FCC Consent" shall mean the action by the FCC granting the FCC
Application.

          1.10 "Final Order" shall mean action by the FCC or by its staff
pursuant to delegated authority (i) which has not been vacated, reversed,
                                 -
stayed, set aside, annulled or suspended, (ii) with respect to which no timely
                                           --
appeal, request for stay or petition for rehearing, reconsideration or review
by any party or by the FCC on its own motion, is pending, and (iii) as to
                                                               ---
which the time for filing any such appeal, request, petition, or similar
document or for the reconsideration or review by the FCC on its own motion
under the Communications Act of 1934, as amended, and the rules and
regulations of the FCC, has expired.

          1.11 "Financial Statements" shall mean (i) the unaudited balance
                                                  -
sheets for the Station as of December 31, 1995, and the related statements of
operations for the fiscal year then ended and (ii) the unaudited monthly
                                               --
balance sheets and related statements of operations of the Station for the
months of January and February 1996.

          1.12 "Hazardous Substance" shall mean asbestos-containing material and
any and all hazardous or toxic substances, materials or wastes as defined or
listed under the Resource Conservation and Recovery Act, the Toxic Substances
Control Act, the Comprehensive Environmental Response, Compensation and
Liability Act or any comparable state statute or any regulation promulgated
under any of such federal or state statutes.

          1.13 "HSRA" shall mean the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the regulations adopted thereunder.
<PAGE>
 
          1.14 "Non-LMA Contracts" shall mean those Contracts which are not
assigned to Buyer as of the date of the effectiveness of the Time Brokerage
Agreement because the requisite third party consents had not been obtained by
that date but which will be assigned to Buyer prior to or on the Closing Date.

          1.15 "Office and Studio Lease" shall mean that certain Lease
Agreement, dated November 15, 1985, as amended, between Buffalo Hotel
Development Venture and Pyramid Finance Corp. for the use of certain premises
located in The Buffalo Hilton Hotel in the City of Buffalo, County of Erie,
State of New York, as the Station's office and studio.

          1.16 "Owned Real Property" shall mean all real property and interests
in real property owned by each Seller and used in, held for use in connection
with, necessary for the conduct of, or otherwise material to, the business or
operations of the Station or the Station Assets, together with all easements and
other appurtenances for the benefit thereof.


          1.17 "Person" shall mean an individual, corporation, partnership,
limited liability company, association, trust or other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

          1.18 "Real Property Leases" shall mean the leases, subleases, licenses
and occupancy agreements, including any amendments thereto, pursuant to which
any Seller is the lessee, sublessee, licensee or occupant of real property used
in, held for use in connection with or necessary for the conduct of, the
business or operations of the Station or the Station Assets, together with all
easements and other appurtenances for the benefit thereof. Notwithstanding the
foregoing, the term "Real Property Leases" shall not include the Office and
Studio Lease.

          1.19 "Station" shall mean radio stations WHTT(AM) and (FM), Buffalo,
New York.

          1.20 "Station Licenses" shall mean the licenses, permits and other
authorizations issued by the FCC, the Federal Aviation Administration and any
other federal, state or local governmental or regulatory authorities to each
Seller and used in, held for use in connection with or necessary for the conduct
of, the business or operations of the Station or the Station Assets, including,
without limitation, those specified in Schedule 6.4.
                                        ------------ 
<PAGE>
 
          1.21 "Tax" shall mean any federal, state, local or foreign income,
alternative, minimum, accumulated earnings, personal holding company,
franchise, unincorporated business, capital stock, profits, windfall profits,
gross receipts, sales, use, value added, transfer, registration, stamp, premium,
excise, customs duties, severance, environmental (including taxes under Section
59A of the Code), real property, personal property, ad valorem, occupancy,
license, occupation, employment, payroll, social security, disability,
unemployment, workers' compensation, withholding, estimated or similar tax,
duty, fee, assessment or other governmental charge or deficiencies thereof
(including all interest and penalties thereon and additions thereto).


          1.22 "Time Brokerage Agreement" shall mean the Time Brokerage
Agreement, dated as of the date hereof, by and among Sellers and Buyer.


                                  ARTICLE II

                               PURCHASE OF ASSETS
                               ------------------

          2.1  Closing. Subject to the terms and conditions of this Agreement,
               -------
the closing of this transaction (the "Closing") shall take place on a Business
Day that is at least five but no more than ten Business Days after each of the
conditions specified in Sections 9.2 and 10.2 hereof has been satisfied (or
waived by the party entitled to waive such condition), or on such other date as
the parties may agree. Buyer shall designate the date of Closing in accordance
with the terms of the preceding sentence by giving Sellers at least four
Business Days prior written notice of such Closing. The Closing shall be held at
10:00 a.m. in the offices of Debevoise & Plimpton, 875 Third Avenue, New York,
New York 10022, or at such other place or time as the parties may agree.

          2.2  Transfer of Assets.  At the Closing, Sellers shall sell, assign,
               ------------------                                              
transfer and convey (or cause to be sold, assigned, transferred or conveyed) to
Buyer and Buyer shall purchase from Sellers, all of the assets, real, personal
and mixed, tangible and intangible, owned or held by each Seller and used in,
held for use in connection with or necessary for the conduct of, the business
and operations of the Station, including all such assets acquired by each Seller
between the date hereof and the Closing Date, other than the Excluded Assets (as
defined below), including, but not limited to, the following (collectively, the
"Station Assets"):
<PAGE>
 
          (a)  all accounts receivable arising out of or relating to the
     operation of the Station after 12:01 a.m., local time, on the date
     of the effectiveness of the Time Brokerage Agreement;

          (b)  all of each Seller's rights in and to the Owned Real Property;

          (c) all of each Seller's rights in and to the Station Licenses
     (including renewals or modifications of such licenses and applications
     therefor) and all its rights in and to the call letters "WHTT";

          (d)  all of each Seller's rights in and to the Personal Property;

          (e) all of each Seller's rights in and to the Non-LMA Contracts and
     the manufacturers' and vendors' warranties relating to the Station Assets;

          (f) all of each Seller's rights in and to the Intellectual Property
     and any programs and programming materials of whatever form or nature owned
     by each Seller and used in, held for use in connection with or necessary
     for the conduct of, the business and operations of the Station;

          (g) all files, records, books of account, computer programs and
     software and logs used in, held for use in connection with or necessary for
     the conduct of, the business and operations of the Station, including,
     without limitation, receivable records and statements, all traffic material
     for media and Contracts, programming information and studies, technical
     information and engineering data, news and advertising studies or
     consulting reports, marketing and demographic data, sales correspondence,
     lists of advertisers, promotional materials, credit and sales reports and
     the FCC Public Files for the Station required to be maintained by 47 C.F.R.
     (Section) 73.3526.

          The Station Assets shall be transferred to Buyer free and clear of all
debts, liens, charges, security interests, mortgages, pledges, judgments,
trusts, adverse claims, liabilities, encumbrances and other impairments of title
("Liens").


          2.3  Excluded Assets.  The Station Assets shall not include, and Buyer
               ---------------                                                  
shall not purchase from Sellers, the following (collectively, the "Excluded
Assets"):
<PAGE>
 
          (a) all accounts receivable arising out of or relating to the
     operation of the Station before 12:01 a.m., local time, on the date of the
     effectiveness of the Time Brokerage Agreement;

          (b)  the Office and Studio Lease;

          (c) all books and records that any Seller is required by law to
     retain, and all payables records and invoices, provided that, at Buyer's
     request, Sellers shall provide Buyer, at Sellers' expense, with copies of
     such records covering the period that any Seller was licensee of the
     Station;

          (d) all books, records, and other intangible assets related solely to
     any Seller's internal corporate matters and not related to the operation of
     the Station;

          (e) all claims, rights, and interest in and to any refunds for
     federal, state, or local franchise, income, or other Taxes or fees of any
     nature whatsoever for periods prior to the Cut-Off Time;

          (f) without in any way limiting Buyer's rights under the Time
     Brokerage Agreement, any Seller's cash on hand as of the Cut-Off Time and
     all other cash in any bank account of any Seller; any and all cash
     equivalents, certificates of deposit, bonds, repurchase agreements, letters
     of credit, marketable securities, or other similar items;

          (g)  all insurance policies, except for any rights thereunder that may
     be assigned to Buyer pursuant to Section 17.1; and

          (h)  all Employee Plans, including all trusts and other funding
     arrangements and the assets thereof.

          2.4  Purchase Price.  In consideration for the sale, assignment,
               --------------
transfer and conveyance of the Station Assets by Sellers to Buyer, Buyer shall
pay an aggregate amount of $19,500,000 (the "Purchase Price") to Sellers at
Closing by wire transfers of immediately available funds to such account of
Sellers as Sellers shall have designated to Buyer at least two Business Days
before Closing.

          2.5  Allocation and Appraisal.  Buyer and Sellers agree to negotiate
               ------------------------
in good faith an allocation of the Purchase Price and other relevant items among
the Station Assets in accordance with section 1060 of the Code. To the
<PAGE>
 
extent an agreement on such allocation is reached, Buyer and Sellers shall, and
shall cause each of their Affiliates to, (i) prepare and file all statements or
                                          -
other information required to be furnished to any taxing authority pursuant to
section 1060 of the Code or other applicable tax law in a manner consistent with
such allocation and (ii) prepare all tax returns and reports required to be
                     --
filed by them in a manner consistent with such allocation, and neither Buyer nor
any Seller shall not take any position contrary to such allocation with any
government agency or taxing authority.


                                  ARTICLE III

                           ASSUMPTION OF LIABILITIES
                           -------------------------

          Buyer shall not assume or undertake to pay, satisfy or discharge any
liabilities, obligations, commitments or responsibilities of any Seller except
for those arising under Contracts assumed by Buyer under the Time Brokerage
Agreement or this Agreement and then with respect to any such Contract only
those liabilities, obligations, commitments and responsibilities accruing after
and relating exclusively to the operation of the Station after the date on which
such Contract was assumed.


                                  ARTICLE IV

                             GOVERNMENTAL CONSENTS
                             ---------------------

          4.1  FCC Consent.    (a) The assignment of the Station Licenses as
               -----------
contemplated by this Agreement is subject to the prior consent and approval of
the FCC.

          (b) No later than seven Business Days after the date of this Agreement
Buyer and Sellers shall file the FCC Application. Sellers and Buyer shall
thereafter prosecute the FCC Application with all reasonable diligence and
otherwise use their reasonable best efforts to obtain the grant of the FCC
Application as expeditiously as practicable. Neither Sellers nor Buyer shall
have any obligation to satisfy any complainant or the FCC by taking any steps
which would have a material adverse effect upon Sellers or Buyer or upon any
Affiliate, but neither the expense nor inconvenience to a party of defending
against a complainant or an inquiry by the FCC shall be considered a material
adverse effect on such party. If the FCC Consent imposes any condition on any
party hereto, such party shall use its reasonable best efforts to comply with
such condition; provided, however, that no party shall be required to comply
                --------  -------
<PAGE>
 
with any condition that would have a material adverse effect upon it or any
Affiliate.  If reconsideration or judicial review is sought with respect to the
FCC Consent, the party or parties affected shall vigorously oppose such efforts
for reconsideration or judicial review; provided further, however, that nothing
                                        -------- -------  -------              
herein shall be construed to limit a party's right to terminate this Agreement
pursuant to Article XV.

          4.2  Compliance with HSRA. Buyer and Sellers shall make or cause to be
               --------------------
made in a timely fashion, and in any event within seven Business Days following
the filing of the FCC Application, all filings which are required in connection
with the transactions contemplated hereby under the HSRA, and shall furnish to
the other party all information that the other reasonably requests in connection
with such filings.

          4.3  Other Governmental Consents.  Promptly following the execution
               ---------------------------
of this Agreement, the parties shall prepare and file with the appropriate
governmental authorities any requests for approval or waiver not referred to in
Sections 4.1 and 4.2 that are required from such governmental authorities in
connection with the transactions contemplated hereby and shall diligently and
expeditiously prosecute, and shall cooperate fully with each other in the
prosecution of, such requests for approval or waiver and all proceedings
necessary to secure such approvals and waivers. All such governmental approvals
and waivers not referred to in Sections 4.1 and 4.2 are listed in Schedule 4.3.
                                                                  ------------

                                   ARTICLE V

                    REPRESENTATIONS AND WARRANTIES OF BUYER
                    ---------------------------------------

          Buyer represents and warrants to Sellers as follows:

          5.1  Organization and Standing.  Buyer is a limited partnership duly
               -------------------------                                      
formed, validly existing and in good standing under the laws of the State of
Delaware, and is duly qualified to do business in, and is in good standing in
the State of New York.  Buyer has all necessary partnership power and authority
under its agreement of limited partnership and the Delaware Revised Uniform
Limited Partnership Act to own, lease and operate the Station Assets, to hold
the Station Licenses and to carry on the business of the Station as proposed to
be conducted by Buyer after the Closing Date.
<PAGE>
 
          5.2  Authorization and Binding Obligation.  Buyer has all necessary
               ------------------------------------                          
partnership power and authority to enter into and perform its obligations under
this Agreement, the Time Brokerage Agreement and the transactions contemplated
hereby and thereby, and Buyer's execution, delivery and performance of this
Agreement and the Time Brokerage Agreement have been duly and validly authorized
by all necessary partnership action on its part. This Agreement and the Time
Brokerage Agreement have been duly executed and delivered by Buyer and
constitute its valid and binding obligations, enforceable against it in
accordance with their terms, except as limited by laws affecting the enforcement
of creditors' rights generally or equitable principles.

          5.3  FCC Qualifications.  To the best of Buyer's knowledge, there are
               ------------------
no facts which, under the Communications Act of 1934, as amended, or the
existing rules and regulations of the FCC, would disqualify Buyer from becoming
the assignee of the Station Licenses or from consummating the transactions
contemplated herein or by the Time Brokerage Agreement within the times
contemplated herein or therein. Without limiting the generality of the
foregoing, Buyer is the valid and legal holder of all the licenses issued by the
FCC for radio stations WGRF(FM) and WEDG(FM) in Buffalo, New York, and WWDB(FM)
in Philadelphia, Pennsylvania (collectively, the "Buyer's Station"), and none of
its licenses therefor is subject to any restriction or condition which limits in
any material respect the conduct of the business or the operations of the
Buyer's Stations. Buyer has no knowledge of any applications, complaints or
notices of violation or proceedings pending before the FCC relating to the
conduct of the business or operations of the Buyer's Stations other than
proceedings affecting the broadcasting industry generally or in-market rule
makings or other public proceedings not specifically relating to the Buyer's
Stations nor, to Buyer's knowledge, are any such actions threatened. The FCC
licenses relating to the Buyer's Stations were validly issued to Affiliates of
Buyer and are in full force and effect, and Buyer has no knowledge that they are
impaired by any act or omission of Buyer or any of its Affiliates, or the
officers, employees or agents of Buyer or any of its Affiliates. The Buyer's
Stations are being operated in all material respects in accordance with the
terms and conditions of their respective FCC licenses and the rules and
regulations of the FCC. Buyer is financially qualified (as defined by the FCC)
to consummate the transaction contemplated hereby.

          5.4  Absence of Conflicting Agreements or Required Consents.  Except
               ------------------------------------------------------
as set forth in Article IV with respect to governmental consents, the execution,
delivery and
<PAGE>
 
performance of this Agreement and the Time Brokerage Agreement by Buyer:  (a) do
                                                                           -    
not require the consent of any third party; (b) will not violate any provision
                                             -                                
of Buyer's agreement of limited partnership; (c) will not violate any applicable
                                              -                                 
law, judgment, order, injunction, decree, rule, regulation or ruling of any
governmental authority to which Buyer is a party or is bound; and (d) will not,
                                                                   -           
either alone or with the giving of notice or the passage of time, or both,
conflict with, constitute grounds for termination of or result in a breach of
the terms, conditions or provisions of, or constitute a default under or
accelerate or permit the acceleration of any performance required by the terms
of any agreement, instrument, license or permit to which Buyer is now subject.

          5.5  Litigation.  There is no claim, litigation, proceeding or
               ----------                                               
investigation pending or, to the best of Buyer's knowledge, threatened, which
seeks to enjoin or prohibit, or otherwise questions the validity of, any action
taken or to be taken by Buyer in connection with this Agreement or the Time
Brokerage Agreement.


                                  ARTICLE VI

                   REPRESENTATIONS AND WARRANTIES OF SELLERS
                   -----------------------------------------

          Sellers jointly and severally represent and warrant to Buyer as
follows:

          6.1  Organization and Standing. Each Seller is a corporation duly
               -------------------------
formed, validly existing and in good standing under the laws of the State of
Delaware, is duly qualified to do business in, and is in good standing in the
State of New York, and each Seller has all necessary corporate power and
authority under its certificate of incorporation and by-laws to own, lease and
operate the Station Assets and to carry on the business and operations of the
Station as now conducted and as proposed to be conducted by it between the date
hereof and the Closing Date.

          6.2  Authorization and Binding Obligation. Each Seller has all
               ------------------------------------
necessary corporate power and authority to enter into and perform its
obligations under this Agreement, the Time Brokerage Agreement and the
transactions contemplated hereby and thereby, and each Seller's execution,
delivery and performance of this Agreement and the Time Brokerage Agreement have
been duly and validly authorized by all necessary corporate action on its part.
This Agreement and the Time Brokerage Agreement have been
<PAGE>
 
duly executed and delivered by each Seller and constitute its valid and binding
obligations, enforceable against it in accordance with their terms, except as
limited by laws affecting the enforcement of creditors' rights generally or
equitable principles.

          6.3  Absence of Conflicting Agreements or Required Consents.  Except
               ------------------------------------------------------
as set forth in Article IV with respect to governmental consents or disclosed in
                                                                         
Schedule 6.3 or 6.8, the execution, delivery and performance of this Agreement
- -------------------                                                           
and the Time Brokerage Agreement by each Seller (a) do not require the consent
                                                 -                            
of any third party; (b) will not violate any provision of any Seller's
                     -                                                
certificate of incorporation or by-laws; (c) will not violate any applicable
                                          -                                 
law, judgment, order, injunction, decree, rule, regulation or ruling of any
governmental authority to which any Seller is a party or by which it or the
Station Assets are bound; (d) will not, either alone or with the giving of
                           -                                              
notice or the passage of time, or both, conflict with, constitute grounds for
termination of or result in a breach of the terms, conditions or provisions of,
or constitute a default under, any Contract or Station License; and (e) will not
                                                                     -          
result in the creation of any Lien on any of the Station Assets.

          6.4 Governmental Authorization.  Schedule 6.4 contains a true and
              --------------------------   ------------
complete list of the Station Licenses, and there are no other licenses, permits
or other authorizations from governmental or regulatory authorities required
for the lawful conduct of the business and operations of the Station in the
manner and to the full extent it is now conducted. Sellers are the valid and
legal holders of the Station Licenses and none is subject to any restriction or
condition which limits in any material respect the conduct of the business and
operations of the Station in the manner and to the full extent it is now
conducted. Sellers have delivered to Buyer true and complete copies of the
Station Licenses, including any and all amendments and other modifications
thereto. Except as may be set forth in Schedule 6.4, no Seller
                                       ------------           
has any knowledge of any applications, complaints or notices of violation or
proceedings pending before the FCC relating to the conduct of the business or
operations of the Station other than proceedings affecting the broadcasting
industry generally or in-market rule makings or other public proceedings not
specifically relating to the Station nor, to any Seller's knowledge, are any
such actions threatened.  The Station Licenses were validly issued and are in
full force and effect and no Seller has any knowledge that they are impaired by
any act or omission of any Seller or any of its Affiliates, or the officers,
employees or agents of any Seller or any of its Affiliates.  The Station is
being operated in all material
<PAGE>
 
respects in accordance with the terms and conditions of the Station Licenses and
the rules and regulations of the FCC. All ownership reports, renewal
applications and other reports and documents required to be filed with the FCC
by or on behalf of each Seller with respect to the Station have been timely
filed with the FCC, and all such reports, applications and other documents are
true and complete. Each Seller has no reason to believe that the FCC will not
renew the Station Licenses in the ordinary course for a full term without any
material qualifications. There are no facts which, under the Communications Act
of 1934, as amended, or the existing rules and regulations of the FCC, would
disqualify any Seller from assigning the Station Licenses or from consummating
the transactions contemplated herein or by the Time Brokerage Agreement within
the times contemplated herein or therein. Sellers maintain an appropriate public
inspection file at the Station's studio in accordance with FCC rules. Schedule
                                                                      --------
6.4 contains a true and complete list of all governmental and regulatory
- ---  
consents, approvals and waivers required in connection with the transactions
contemplated hereby.

          6.5  Real Property.  (a) Schedule 6.5 contains a true and complete
               -------------       ------------
list of all Owned Real Property setting forth the address, improvements thereon
and legal description for each parcel of Owned Real Property. There are no
outstanding options or rights of first refusal to purchase the Owned Real
Property or any portion thereof or interest therein. No real property other than
that listed on Schedule 6.5 is used in, held for use in connection with or
               ------------
necessary for the conduct of, the business or operations of the Station. There
are no Real Property Leases.

          (b)  To each Seller's knowledge, (i) the main transmitting tower,
                                            -
related improvements, guy anchors of the transmitting tower, and the transmitter
building used by Sellers in the operation of the Station are located entirely on
the Owned Real Property and (ii) the improvements upon the Owned Real Property
                             --                                               
and the current use and operation of such premises conform in all material
respects to all restrictive covenants, conditions, easements, building,
subdivision and similar codes and federal, state and local laws, regulations,
rules, orders and ordinances and no Seller has received any notice of any
violation or claimed violation of any such restrictive covenant, condition or
easement, or any building, subdivision or similar code, or any federal, state or
local law, regulation, rule, order or ordinance which, either individually or in
the aggregate, could have a material adverse effect on the assets, business or
financial condition of the Station (a "Material Adverse Effect").  Sellers'
improvements upon the Owned Real
<PAGE>
 
Property are in adequate operating condition and repair, normal wear and tear
excluded. Each Seller has no knowledge and has received no notice of any
pending, threatened, or contemplated action to take by eminent domain or
otherwise to condemn any portion of the Owned Real Property. To each Seller's
knowledge, there exists no writ, injunction, decree, order or judgment, nor any
litigation, pending or threatened, relating to the ownership, use, lease,
occupancy or operation of any of the Owned Real Property and no Seller has
received any written notice of a violation of (i) applicable Federal, state or
                                               -
local statutes, laws, ordinances, regulations, rules, codes, orders or
requirements (including any building or zoning laws or codes) affecting any of
the Owned Real Property or (ii) applicable deed restrictions or other applicable
                            --
covenants, restrictions, agreements, existing site plan approvals, zoning or
subdivision regulations or urban redevelopment plans as modified by any duly
issued variances in each case, except, in the case of clauses (i) and (ii), for
such notice of violations that could not, either individually or in the
aggregate, have a Material Adverse Effect.

          (c)  Sellers have good and marketable title to the Owned Real Property
in fee simple absolute. Sellers have the exclusive right to use and occupy the
Owned Real Property and Sellers enjoy peaceful and undisturbed possession of the
Owned Real Property. Except as set forth on Schedule 6.5, the Owned Real
                                            ------------
Property is free and clear of all Liens.

          6.6  Title to and Condition of Personal Property.  Schedule 6.6 lists
               -------------------------------------------   ------------
all equipment, office furniture and fixtures, office materials and supplies,
inventory, spare parts and other tangible personal property owned, leased or
held by Sellers or any Affiliate of Sellers and used in, held for use in
connection with or necessary for the conduct of, the business or operations of
the Station or the Station Assets (the "Personal Property") which has an
individual value of $1,000 or more.  Except as described in Schedule 6.6, all of
                                                            ------------        
the items of Personal Property included in the Station Assets are in adequate
operating condition and repair, normal wear and tear excluded, are insurable at
standard rates, are performing satisfactorily, have been properly maintained in
accordance with the manufacturers' recommendations and industry practices, are
available for immediate use and are adequate for the purposes for which they are
being used in the business and operations of the Station.

          6.7  Intellectual Property.  Schedule 6.7 contains a true and complete
               ---------------------   ------------
list and description of all United
<PAGE>
 
States and foreign trademarks, service marks, trade names, trade dress,
copyrights, and similar rights, including registrations and applications to
register or renew the registration of any of the foregoing, United States and
foreign letters patent and patent applications, and inventions, processes,
designs, formulae, trade secrets, jingles, know-how, confidential business and
technical information, computer software, data and documentation, and all
similar intangible property rights, tangible embodiments of any of the foregoing
(in any medium including electronic media), and licenses or permits to use any
of the foregoing used in, held for use in connection with or necessary for the
conduct of, the business or operations of the Station or the Station Assets (the
"Intellectual Property"). The Intellectual Property is either owned or validly
licensed by Sellers and Schedule 6.7 identifies which Intellectual Property is
                        ------------
so owned and which is so licensed. Sellers have delivered to Buyer copies of all
material documents regarding any Intellectual Property, if any, establishing
such rights, licenses or other authority. No Seller has any knowledge of any
pending or threatened proceeding or litigation affecting, or with respect to,
any Intellectual Property. Each Seller is in compliance in all material respects
with the terms of any license of any Intellectual Property and no Seller has
received any notice and no Seller has any knowledge of any infringement or
unlawful use of any Intellectual Property. To each Seller's knowledge, the
conduct of the business of the Station does not infringe the rights of any third
party in respect of any Intellectual Property. No Seller has sold, licensed or
otherwise disposed of any Intellectual Property to any Person and no Seller has
agreed to indemnify any Person for any patent, trademark or copyright
infringement. Schedule 6.7 lists all of the Intellectual Property which have
              ------------
been duly registered with, filed in or issued by, as the case may be, the
United States Patent and Trademark Office and United States Copyright Office
or other filing offices, domestic or foreign.

          6.8  Contracts.  (a) Schedule 6.8 lists all (i) employment agreements
               ---------       ------------            -                       
relating to employees of the Station for which the base salary payable by the
employer exceeds $30,000 per year and (ii) all other Contracts which involve
                                       --                                   
payment to or from the Station in excess of $50,000 during the term of such
Contract, except (i) leases for Personal Property which are described in
                  -                                                     
Schedule 6.6 and (ii) licenses for Intellectual Property which are described in
- ------------      --                                                           
Schedule 6.7.
- ------------ 

          (b)  Sellers have delivered to Buyer true and complete copies of all
written Contracts, or true and
<PAGE>
 
complete memoranda describing the terms of all oral Contracts. Each Seller has
complied in all material respects with all Contracts to be assumed by Buyer
hereunder or under the Time Brokerage Agreement and is not in default under any
of the Contracts to be assumed by Buyer hereunder or under the Time Brokerage
Agreement where any such default, either individually or together with any other
such defaults, could have a Material Adverse Effect. No Seller has granted or
been granted any material waiver or forbearance with respect to any of the
Contracts. To the best of each Seller's knowledge, no other contracting party is
in default under any of the Contracts to be assumed by Buyer hereunder or under
the Time Brokerage Agreement where such default, either individually or together
with any other such defaults, could have a Material Adverse Effect. Except as
set forth in Schedule 6.8, each Seller has full legal power and authority to
             ------------
assign its rights under the Contracts to be assumed by Buyer hereunder or under
the Time Brokerage Agreement to Buyer on terms and conditions no less favorable
than those in effect on the date hereof, and such assignment will not require
the consent of any third party or affect the validity, enforceability and
continuity of any of the Contracts to be assumed by Buyer hereunder or under the
Time Brokerage Agreement.

          6.9  Personnel Information.  (a) Sellers have previously delivered to
               ---------------------
Buyer a true and complete list of all persons employed at the Station, each such
person's compensation and bonus arrangements and the Employee Plans listed in
Schedule 6.10, if any, applicable to each such person.  No Seller is a party to
- -------------                                                                  
any agreement or arrangement, written or oral, with salaried or non-salaried
employees except as described in Schedules 6.8 and 6.10.  Except as described in
                                 ----------------------                         
Schedule 6.9, no Seller has any knowledge that any employee of the Station
- ------------                                                              
currently plans to terminate employment, whether by reason of the transactions
contemplated by this Agreement, the Time Brokerage Agreement or otherwise.

          (b)  Except as disclosed in Schedule 6.10, no Seller is a party to or
                                      -------------
subject to any Contract with any labor organization, nor has any Seller agreed
to recognize any union or other collective bargaining unit, nor has any union or
other collective bargaining unit been certified as representing any employees of
any Seller at the Station.  No Seller has any knowledge of any organizational
effort currently being made or threatened by or on behalf of any labor union
with respect to employees of any Seller at the Station.  There are no unfair
labor practice charges pending against any Seller; there are no pending or
threatened
<PAGE>
 
strikes, arbitration proceedings involving labor matters or other labor disputes
affecting any Seller or the Station.


          6.10 Employee Benefit Plans. Schedule 6.10 sets forth a true and
               ----------------------  -------------
complete of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or compensation, bonus, incentive, deferral, equity based,
severance, termination, retention, change in control, employment or other
similar program, agreement, arrangement, trust or other funding arrangement,
whether or not subject to the provisions of ERISA, to which any Seller is bound
or that is or has been established or maintained or in respect of which any
Seller has ever had any obligation to contribute (each, an "Employee Plan").
Except pursuant to a Plan, no Seller has fixed or contingent liability or
obligation to or in respect of any person now or formerly employed at the
Station or any beneficiary or dependent of any such person, including, without
limitation, in respect of pension or thrift benefits or payments, individual or
supplemental pension benefits or payments or compensation arrangements,
contributions to hospitalization or other health, life or other welfare
benefits, incentive benefits or payments, bonus benefits or payments or
vacation, sick leave, disability and termination benefits or payments, including
workers' compensation. No trade or business (whether or not incorporated) is or
has been as of any date within the preceding six years been treated as a single
employer together with any Seller pursuant to Section 414 of the Code. No Seller
has incurred or reasonably expects to incur (either directly or indirectly,
including as a result of any indemnification obligation) any liability that
could become a liability of Buyer or, following the Closing, remain a liability
of the Station under or pursuant to Title I or IV of ERISA or the penalty,
excise tax or joint and several liability provisions of the Code relating to
employee benefit plans and, to the best knowledge of each Seller, no event,
transaction or condition has occurred or exists which could result in any such
liability. Each of the Plans has been operated and administered in all respects
in accordance with all applicable laws, including but not limited to ERISA and
the Code.

          6.11 Litigation.  No Seller is subject to any judgment, award, order,
               ----------
writ, injunction, arbitration decision or decree affecting the Station or any of
the Station Assets or which seeks to enjoin or prohibit, or otherwise questions
the validity of, any action taken or to be taken in connection with this
Agreement or the Time Brokerage Agreement. Except as set forth in Schedule 6.11,
                                                                  -------------
there is no claim, litigation, proceeding or investigation
<PAGE>
 
pending or, to the best of each Seller's knowledge, threatened, against or
affecting the Station or any of the Station Assets whether or not covered by
insurance, which seeks damages (monetary or otherwise) in excess of $50,000 in
any single instance or $250,000 in the aggregate, or which seeks to enjoin or
prohibit, or otherwise questions the validity of, any action taken or to be
taken by any Seller in connection with this Agreement or the Time Brokerage
Agreement.

          6.12 Compliance with Laws.  (a) Each Seller has operated and is
               --------------------
operating in material compliance with all laws, regulations and governmental
orders applicable to the conduct of the business and operations of the Station,
and its use of the Station Assets does not violate any such laws, regulations or
orders in any material respect. Except as set forth in Schedule 6.12, no Seller
                                                       -------------
has received any notice asserting any noncompliance with any applicable
statute, rule or regulation in connection with the business or operations of
the Station.

          (b) To the best of each Seller's knowledge, (i) the Station is not
                                                       -
causing interference in violation of FCC rules to the transmission of any other
broadcast station or communications facility and has not received any complaints
with respect thereto and (ii) no other broadcast station or communications
                          --                                              
facility is causing interference in violation of FCC rules to the Station's
transmissions or the public's reception of such transmissions.

          6.13 Transaction with Affiliates.  Except as set forth on Schedule
               ---------------------------                          --------
6.13, all of the Stations Assets are owned or leased by one or more Seller, and
- ----
no Affiliate of any Seller or any other Person owns or leases property or is a
party, including, without limitation, as lessor or lessee, to any Contract
affecting or relating to the operations of the Station. No Seller nor any
Affiliate owns, directly or indirectly, on an individual or joint basis, any
material interest in any third party which is a party to any Contract. There are
no agreements, arrangements or understandings between one or more Seller and any
third party pursuant to which the Station receives, as a result of its ownership
by Sellers, discounts, bonuses or other favorable arrangements that will not be
available to the Station after the Closing.

          6.14 Financial Statements.  Schedule 6.14 contains true and complete
               --------------------   -------------
copies of the Financial Statements.  The Financial Statements have been prepared
in accordance with United States generally accepted accounting principles
("GAAP") consistently applied.  The Financial Statements
<PAGE>
 
accurately reflect and fairly present the financial condition and the results
of the operations and cash flows of the Station as of the dates and for the
periods indicated. Except for (a) liabilities as and to the extent expressly
                               -
reflected or reserved against on the balance sheet of the Station as of December
31, 1995 included in the Financial Statements and (b) liabilities incurred since
                                                   -
December 31, 1995, in the ordinary and normal course of business, which in the
aggregate are not material, no Seller has any liabilities or obligations of any
nature, whether accrued, absolute, contingent or otherwise, relating to the
Station, except as disclosed in this Agreement or Schedule 6.14.
                                                  -------------

          6.15 Absence of Changes or Events. Except as disclosed in Schedule
               ----------------------------                         --------
6.15, since December 31, 1995, the operations and business of the Station have
- ----
been conducted in all material respects only in the ordinary course and no
Seller has, except in the ordinary course of business, purchased, sold, assigned
or transferred any of the Station Assets.

          6.16 Insurance. The business, properties (including the Station
               ---------
Assets) and employees of the Station are insured against loss, damage or injury
in amounts listed in Schedule 6.16, which shows all insurance policies held by
                     -------------
each Seller relating to such business, properties and employees, together with
the policy limits, type of coverage, location of the property covered, annual
premium, premium payment dates and expiration date of each of the policies.
Copies of all such insurance policies have been furnished to Buyer. All such
insurance policies are in full force and effect.

          6.17 Taxes. No event has occurred or condition exists that could
               -----
result in any liability being imposed on Buyer by any taxing authority for any
taxes, assessments, excises, penalties, or interest due or to become due of any
Seller for any taxable period, or imposed with respect to the Station Assets for
any taxable period or portion thereof ending on or before the Cut-Off Time.

          6.18 Bankruptcy.  No insolvency proceedings of any character, 
               ----------
including, without limitation, bankruptcy, receivership, reorganization,
composition or arrangement with creditors, voluntary or involuntary, affecting
any Seller or any of the Station Assets, are pending or, to the knowledge of
each Seller, threatened, and no Seller has made any assignment for the benefit
of creditors or taken any action in contemplation of or which would constitute
the basis for the institution of such insolvency proceedings.
<PAGE>
 
          6.19 Environmental Matters.  (a) Except as set forth in the Phase I
               ---------------------                                       
Environmental Assessment of 675 Dorrance Avenue, West Seneca, New York, dated
April 1996, prepared by URS Consultants, Inc. (the "Phase I"), to each Seller's
knowledge, all operations and uses of the Owned Real Property are in compliance
with all Environmental Laws. To each Seller's knowledge, Sellers have obtained
all environmental, health and safety permits necessary for the operation of the
Station, and all such permits are in full force and effect and each Seller is in
compliance with the terms and conditions of all such permits. No Seller has
received any notice, and no Seller is aware of, any administrative or judicial
investigations, proceedings or actions with respect to violations, alleged or
proven, of Environmental Laws by any Seller or any tenants or subtenants of any
Seller, or otherwise involving the Owned Real Property.

          (b) Except as set forth in the Phase I, to each Seller's knowledge,
there has been no release (nor, to each Seller's knowledge, is there any
substantial threat of a release) of any Hazardous Substance at or from the Owned
Real Property in amounts or concentrations requiring remediation under or that
would violate current Environmental Laws. Except as set forth in the Phase I, to
each Seller's knowledge, there are no Hazardous Substances present on the Owned
Real Property except for ordinary quantities of properly stored Hazardous
Substances found in consumer or commercial products that are used in the normal
course of broadcast station operations, including grounds and building operation
and maintenance. Except as set forth in the Phase I, to each Seller's knowledge,
there are no underground storage tanks, or underground piping associated with
such tanks, on the Owned Real Property.

          6.20 Foreign Investment in Real Property Tax Act.  No Seller is a
               -------------------------------------------
"foreign person" within the meaning of Section 1445 of the Code, and Sellers
shall deliver to Buyer at Closing an affidavit to this effect.

          6.21 The Station Assets. Except as set forth in Schedule 6.21, Sellers
               ------------------                         -------------
own and have good title to all the Station Assets free and clear of all Liens.
All of the Station Assets are and have been located in the State of New York
since they were acquired by Sellers. All financing statements filed by any party
with respect to the Station Assets are listed in Schedule 6.21. The Station
                                                 -------------
Assets are in all material respects adequate for the purposes for which such
assets are currently used or are held for use, and, to the best of each Seller's
knowledge, there are no facts or conditions affecting the Station Assets which
could,
<PAGE>
 
individually or in the aggregate, interfere in any material respect with the
use, occupancy or operation thereof as currently used, occupied or operated, or
their adequacy for such use.

          6.22 Disclosure.  None of this Agreement or any certificate or other
               ----------                                                     
document delivered in connection with the transactions contemplated by this
Agreement contains any untrue statement of a material fact or omits any
statement of a material fact necessary to make any statement contained herein or
therein not misleading.


                                  ARTICLE VII

                              COVENANTS OF SELLERS
                              --------------------

          7.1  Interim Operation.  Except expressly as provided by or in
               -----------------
furtherance of the Time Brokerage Agreement, between the date of this Agreement
and the Closing Date, except as expressly permitted by this Agreement or with
the prior written consent of Buyer:

          (a) No Seller shall take any action which could result in the business
     and operations of the Station not being conducted in the ordinary course of
     business, consistent with past practices, and no Seller shall take any
     action which could adversely effect the ongoing operations and assets of
     the Station;

          (b) No Seller shall sell, assign, lease or otherwise transfer or
     dispose of any of the Station Assets, unless the same shall be replaced
     with assets of equal or greater value and utility;

          (c) No Seller shall create, assume or permit to exist any Lien of any
     nature whatsoever upon the Station Assets, except for those in existence on
     the date of this Agreement, all of which will be removed on or prior to the
     Closing Date;

          (d) Each Seller shall operate the Station in all material respects in
     accordance with the FCC's rules and regulations and the Station Licenses
     and with all other laws, regulations, rules and orders; and shall not fail
     to prosecute with due diligence any pending application to the FCC, and
     shall not cause or permit by any act, or failure to act, any of the Station
     Licenses to expire, be surrendered, adversely modified, or otherwise
     terminated, or the FCC to institute any
<PAGE>
 
     proceeding for the suspension, revocation or material adverse modification
     of any of the Station Licenses;

          (e) Each Seller shall not waive any material right under any Non-LMA
     Contract or license relating to the Station or the Station Assets;

          (f) No Seller shall enter into any Non-LMA Contracts relating to the
     Station or the Station Assets;

          (g) Each Seller shall timely make all payments required to be paid
     under any Non-LMA Contract when due and otherwise pay all liabilities and
     satisfy all obligations within 90 days of invoice;

          (h) Each Seller shall maintain the insurance policies on the Station
      and the Station Assets listed in Schedule 6.16 or their equivalent; and

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

          (i) If the broadcast transmissions of the Station from its main
     broadcast antenna at full authorized power is interrupted or impaired, each
     Seller shall use its reasonable best efforts to restore transmissions at
     full authorized power as soon as reasonably possible.

          7.2  Access to Station.  Without in any way limiting the rights and
               -----------------                                             
obligations of the parties under the Time Brokerage Agreement, between the date
of this Agreement and the Closing Date, Sellers shall give Buyer and Buyer's
counsel, accountants, lenders, engineers and other representatives, reasonable
access during normal business hours to all of each Seller's properties, records
and employees relating exclusively to the Station, including the data underlying
the Financial Statements, and shall furnish Buyer with all information that
Buyer reasonably requests concerning the Station. The rights of Buyer under this
Section shall not be exercised in such a manner as to interfere unreasonably
with the business of the Station.

          7.3  Third-Party Consents.  Each Seller at its own cost shall use all
               --------------------                                            
reasonable best efforts to obtain the consent of any third parties listed on
Schedule 4.3 or 6.3 necessary for the assignment to Buyer of any Contract or
- -------------------                                                         
Non-LMA Contract to be assigned hereunder or under the Time Brokerage Agreement.

          7.4  Notification.  At all times prior to the Closing, Sellers shall
               ------------                                                   
promptly notify Buyer in writing of any fact, condition, event or occurrence
that will or could reasonably be expected to result in the failure of any
<PAGE>
 
representation or warranty of any Seller made in this Agreement to be true and
complete in all material respects, promptly upon becoming aware of the same;
provided, however, that Sellers' compliance with this Section 7.4 shall not
- --------  -------                                                          
relieve any Seller of any obligation with respect to any representation,
warranty or covenant of any Seller hereunder or waive any condition to Buyer's
obligations hereunder.

          7.5  No Inconsistent Action.  No Seller shall take any action which is
               ----------------------                                           
inconsistent with its obligations under this Agreement or that would hinder or
delay the consummation of the transactions contemplated by this Agreement.  No
Seller will take any action that would disqualify or impair any Seller as an
assignor of the Station Licenses or licensee, owner and operator of the Station.

          7.6  Estoppel Certificates; Consent and Waiver.  Subject to Section
               -----------------------------------------                     
11.1(d)(iv), Sellers shall use all reasonable best efforts to obtain estoppel
certificates containing customary provisions and consents and waivers from any
lessor of any material Station Asset that Buyer requests at least 15 Business
Days before the Closing Date. Each estoppel certificate shall identify with
specificity the lease, and any amendments or modifications thereto, and the
amount of the monthly payments due thereunder and the expiration date thereof
(together with all renewal options, if any), and shall contain the landlord's or
lessor's certification for the benefit of Buyer that the lease is in full force
and effect, that there are no defaults that remain uncured with respect to such
lease and that each Seller has been and is in full compliance with all of such
Seller's obligations thereunder.

          7.7  No Solicitation.  Between the date of this Agreement and the
               ---------------
Closing, no Seller or any Affiliate of any Seller shall directly or indirectly
(a) solicit, initiate or encourage submission of any proposal or offer from any
 -
Person relating to any acquisition or purchase of any Station Assets (other than
the sale of assets in the ordinary course of business consistent with past
practices), or any equity interest in, the Station or any Seller, or (b)
                                                                      - 
participate in any discussions or negotiations regarding, or furnish to any
Person any information with respect to, or otherwise cooperate in any way, or
assist or participate in, facilitate or encourage, any effort or attempt by any
Person to do or seek any of the foregoing.  Each Seller shall promptly notify
Buyer in writing if any such offer or proposal is made to it between the date of
this Agreement and the Closing.  Notwithstanding the foregoing provisions of
this Section 7.7, if Sellers reasonably determine, based
<PAGE>
 
on objective evidence, that Buyer is likely not to fulfill its obligations at
the Closing, then Sellers may enter into a purchase agreement with another
prospective purchaser of the Station Assets provided that each Seller's
obligations under any such agreement are conditioned upon the failure of Buyer
to meet its obligations at the Closing.

          7.8  Title Policies. Sellers have delivered to Buyer copies of all
               --------------
title policies and title commitments in each Seller's possession with respect to
the Owned Real Property. Each Seller shall cooperate with Buyer to assist Buyer
in obtaining from a title insurance company (the "Title Company") satisfactory
to Buyer a fee owner's title insurance policy issued to Buyer, and a mortgagee's
policy issued to Buyer's lenders with respect to each parcel of Owned Real
Property, in form and substance satisfactory to Buyer and Buyer's lenders,
insuring Buyer and Buyer's lenders and issued as of the Closing Date by the
Title Company, showing Buyer to have a fee simple title to each parcel of Owned
Real Property, in each case subject to no Liens. Each Seller shall use
reasonable best efforts to deliver to the Title Company any affidavits or
indemnities required by the Title Company in connection with the delivery of the
aforesaid title policies.

          7.9  Surveys. Sellers have delivered to Buyer copies of all surveys of
               -------
the Owned Real Property in each Seller's possession. Each Seller shall cooperate
with Buyer, including providing reasonable access to the Owned Real Property, in
order to enable Buyer, at Buyer's election, to obtain a survey of each parcel of
Owned Real Property, prepared by a certified or registered surveyor selected by
Buyer.


                                 ARTICLE VIII

                              ADDITIONAL COVENANTS
                              --------------------

          Buyer and each Seller covenant and agree that for the applicable
periods set forth below, they shall act in accordance with the following:

          8.1  Reasonable Best Efforts.  Prior to the Closing, each party shall
               ----------------------- 
use its reasonable best efforts to cause the fulfillment at the earliest
practicable date of all of the conditions to the obligations of the other party
to consummate the sale and purchase under this Agreement.

          8.2  Control of Station.  Without in any way limiting the rights and
               ------------------                                             
obligations of the parties under the
<PAGE>
 
Time Brokerage Agreement, prior to the Closing, Buyer shall not, directly or
indirectly, control, supervise or direct the operations of the Station. Such
operations shall be the sole responsibility of Sellers and, subject to the
provisions of Article VII, shall be in their complete discretion.

          8.3  Certain Employees.  Buyer may make offers of employment to those
               -----------------                                               
persons employed by the Station whom it desires to hire, which offers shall be
on terms and conditions that Buyer shall determine in its discretion.  Within
ten Business Days of the date hereof, Buyer shall provide Sellers with a list of
persons employed by the Station to whom Buyer intends to make offers of
employment.  Once delivered to Sellers, such list shall be attached hereto as
Schedule 8.3.  Notwithstanding the foregoing, Buyer shall not be precluded from
- ------------                                                                   
making offers of employment to other persons employed by the Station.  Sellers
shall be liable for all severance and other benefits to which those persons
employed or formerly employed by the Station and not listed on Schedule 8.3 are
                                                               ------------    
entitled under all Employee Plans, applicable law or otherwise.

          8.4  Renewal of Contracts.   Prior to the Closing, each Seller shall
               --------------------
use its reasonable best efforts to renew any Non-LMA Contract to be assumed by
Buyer hereunder which by its terms expires or terminates between the date of
this Agreement and the Closing Date, provided that any such renewal shall be on
terms and conditions reasonably satisfactory to Buyer and Schedule 6.8 shall be
                                                          ------------
amended to reflect such renewal.

          8.5  Post-Closing Covenants.  (a) For a period of three years after
               ----------------------
the Closing Date, each party agrees to make available to the other party after
Closing, upon request, any records, files, documents and correspondence of the
Station or the Station Assets that are reasonably determined by such party to be
necessary or appropriate in connection with the filing of any report with a
governmental agency or the prosecution or defense of any claim, legal action,
counterclaim, suit, arbitration, governmental investigation, or other legal,
administrative, or tax proceeding, to which the requesting party is a party.
The requesting party shall reimburse the other party for any expenses incurred
pursuant to this Section 8.5, including reimbursement for the time of any of
such party's employees, including any employees of the Station. Each party shall
exercise its rights under this Section 8.5 so as not to unreasonably interfere
with or disrupt the operations of the other party.
<PAGE>
 
          (b) For a period of three years after the Closing Date, at least 30
days prior to discarding or destroying any books or records relating to the
Station Assets that are being sold hereunder, each party shall give the other
party notice of its intended action and an opportunity for such party to retain
any of the books or records proposed to be discarded or destroyed by the other
party.

          8.6  New York Taxes  (a) For purposes of the New York Real Property
               --------------
Gains Tax and New York Real Estate Transfer Tax, Buyer and Sellers shall, in the
event that Buyer and Sellers have agreed upon the allocation of the Purchase
Price pursuant to Section 2.5, utilize such allocation with respect to each
parcel of Owned Real Property, and in the event that Buyer and Sellers have been
unable to agree upon such allocation within 30 days prior to the Closing Date,
Buyer and Sellers shall utilize the fair market value of each parcel of Owned
Real Property, which shall be determined by an appraisal setting forth separate
values of each parcel comprising the Owned Real Property, conducted by Arthur
Andersen, LLP, which appraisal shall be completed no later than 15 days prior to
the Closing Date (the allocation of Purchase Price or the appraised fair market
value, as applicable, the "Appraised Value"). Buyer, on the one hand, and
Sellers, on the other hand, shall each bear one-half of the costs of such
appraisal. No later than 25 days prior to the Closing Date, Buyer shall, if a
Transferee Questionnaire is required for the New York Real Property Gains Tax
based upon such allocation or appraisal, provide Sellers with a properly
completed and executed NYS Form TP-581 (the "Transferee Questionnaire"),
reporting a valuation consistent with the Appraised Value and a copy of the
allocation or appraisal. If the Transferee Questionnaire is required for the New
York Real Property Gains Tax based upon the allocation or appraisal, no later
than 20 days prior to the Closing Date, Sellers shall file the Transferee
Questionnaire, together with NYS Form TP-580 (the "Transferor Questionnaire")
and all supporting material required to be filed therewith in connection with
the sale of the Owned Real Property to Buyer, and deliver a copy of the complete
filing to Buyer. The Transferee Questionnaire and Transferor Questionnaire are
collectively hereinafter referred to as the "Questionnaires".

          (b) On the Closing Date, Sellers and Buyer shall execute a properly
completed NYS Form TP-584 ("Combined Real Property Tax Form") which shall be
filed with the Erie County Clerk.  If NYS Form TP-582 (the "Tentative Assessment
and Return") issued by the New York State Department of Taxation and Finance as
a result of the filing of the Questionnaires shall then have been received, it
shall be
<PAGE>
 
executed by Sellers, and included in the filing of the Combined Real
Property Tax Form.  In addition, Sellers shall at Closing present for Buyer's
inspection, a check made payable to the Erie County Clerk in payment of the
amount due for the New York Real Estate Transfer Tax as stated on the Combined
Real Property Tax Form and a check made payable to the New York State Department
of Taxation and Finance in payment of the amount due for the New York Real
Property Gains Tax as stated on the Tentative Assessment and Return to be filed
with the Combined Real Property Tax Form.  Contemporaneously with the Closing,
Buyer and Sellers jointly shall file the Combined Real Property Tax Form, the
Sellers' checks in payment of New York Real Estate Transfer Tax and New York
Real Property Gains Tax, and other associated documentation, as required by
law.  Sellers shall pay their share of any additional tax (including any
interest and penalties) determined to be due under Article 31-B and Article 31
of the New York Tax Law in connection with the sale of the Owned Real Property
to Buyer as a result of any administrative or other adjustment.  The cost of all
taxes paid pursuant to this Section 8.6 shall be allocated in accordance with
the provisions of Section 12.1.


                                  ARTICLE IX

              CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE
              ---------------------------------------------------

          The obligations of Buyer at the Closing are subject to satisfaction of
each of the following conditions:

          9.1  Representations, Warranties and Covenants.  (a) All
               -----------------------------------------
representations and warranties of Sellers made in this Agreement shall be true
and complete in all material respects on and as of the Closing Date as if made
on and as of that date.

          (b) All of the terms, covenants and conditions to be complied with and
performed by any Seller on or prior to Closing Date shall have been complied
with or performed.

          9.2  Governmental Consents.  The conditions specified in Article IV
               ---------------------
of this Agreement shall have been satisfied, any applicable waiting period under
the HSRA shall have expired or been earlier terminated without receipt of any
objection or the commencement or threat of any litigation by any governmental
authority of competent jurisdiction to restrain the consummation of the
transactions contemplated by this Agreement and the FCC Consent shall have
become a Final Order and shall contain no
<PAGE>
 
condition that has or, in Buyer's good faith judgment, will have a material
adverse effect upon the Station.

          9.3  Adverse Proceedings.  No action, suit, proceeding, litigation or
               -------------------                                             
investigation shall be pending or threatened by any governmental authority which
questions the validity or legality of this Agreement or any action taken or to
be taken in connection herewith or the consummation of the transactions
contemplated hereby.  No injunction or other order issued by a court of
competent jurisdiction restraining or prohibiting the consummation of the
transactions contemplated by this Agreement shall be in effect.

          9.4  Deliveries.  Sellers shall have made all the deliveries set forth
               ----------
in Section 11.1.

                                   ARTICLE X

             CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE
             ----------------------------------------------------

          The obligations of Sellers at the Closing are subject to satisfaction
of each of the following conditions:

          10.1  Representations, Warranties and Covenants. (a) All
                -----------------------------------------
representations and warranties of Buyer in Article V hereof shall be true and
complete in all material respects on and as of the Closing Date as if made on
and as of that date.

          (b) All the terms, covenants and conditions to be complied with and
performed by Buyer on or prior to the Closing Date shall have been complied with
or performed.

          10.2  Governmental Consents. The conditions specified in Article IV
                ---------------------
of this Agreement shall have been satisfied, any applicable waiting period under
the HSRA shall have expired or been earlier terminated without receipt of any
objection or the commencement or threat of any litigation by any governmental
authority of competent jurisdiction to restrain the consummation of the
transactions contemplated by this Agreement and the FCC Consent shall have
become a Final Order.

          10.3  Adverse Proceedings.  No action, suit, proceeding, litigation or
                -------------------                                             
investigation shall be pending or threatened by any governmental authority which
questions the validity or legality of this Agreement or any action taken or to
be taken in connection herewith or the consummation of the transactions
contemplated hereby.  No injunction or other order issued by a court of
competent jurisdiction
<PAGE>
 
restraining or prohibiting the consummation of the transactions contemplated by
this Agreement shall be in effect.

          10.4  Deliveries. Buyer shall have made all the deliveries set forth
                ----------
in Section 11.2.

          10.5  WSJZ.  Sellers shall have transferred substantially all of the
                ----
assets of radio station WSJZ(FM), Buffalo, New York, whether structured as a
sale of stock, assets, merger, spin-off or otherwise; provided that this
                                                      --------
condition shall only be effective if (1) Sellers shall have entered into a
                                      -
binding agreement to sell radio station WSJZ(FM) to a third party prior to April
9, 1996; (2) such agreement contains no material contingencies to Sellers' or
          -
such third party's obligations thereunder other than FCC approval of such sale
and the consummation of the transactions contemplated by this Agreement; and (3)
                                                                              -
the purchaser under such agreement is able, based on objective evidence, to
consummate such purchase within the time frame contemplated by such agreement.


                                  ARTICLE XI

                   DOCUMENTS TO BE DELIVERED AT THE CLOSING
                   ----------------------------------------

          11.1  Documents to be Delivered by Sellers.  At the Closing, Sellers
                ------------------------------------
shall deliver or cause to be delivered to Buyer the following:

          (a) certificates of each Seller, dated the Closing Date, in form and
     substance reasonably satisfactory to Buyer, certifying to the fulfillment
     of the conditions set forth in Section 9.1;

          (b) if Buyer and Sellers elect to waive the condition set forth in
     Section 9.2 that the FCC Consent shall have become a Final Order prior to
     Closing, the Unwind Agreement, dated as of the Closing Date, among Sellers
     and Buyer, substantially in the form of Exhibit A hereto (the "Unwind
                                             ------- -
     Agreement") executed by each Seller;

          (c) opinion of counsel to Sellers, dated the Closing Date, in form and
     substance reasonably satisfactory to Sellers and Buyer;
<PAGE>

 
          (d) instruments of conveyance and transfer, in form and substance
        reasonably satisfactory to counsel to Buyer, effecting the sale,
        assignment, transfer and conveyance of the Station Assets to Buyer,
        including, but not limited to, the following:

              (i)   bargain and sale deed with grantor's covenants for each
        parcel of Owned Real Property, together with any necessary transfer
        declarations or affidavits;

              (ii)  assignments of the Station Licenses;

              (iii) bills of sale for all Personal Property;

              (iv)  any estoppel certificates, consents and waivers obtained
        by Sellers pursuant to Section 7.6;

              (v)   assignment of the Intellectual Property set forth on
        Schedule 6.7;
        ------------ 

              (vi)  assignments of any Non-LMA Contracts; and

              (vii) assignments of all intangible personal property including
        all books, records, logs and similar assets which do not constitute
        Excluded Assets;

          (e) certified resolutions of the board of direc tors of each Seller,
     authorizing the execution, delivery and performance of this Agreement and
     the Time Brokerage Agreement;

          (f) an affidavit to the effect that each Seller is not a "foreign
     person" within the meaning of Section 1445 of the Code; and

          (g) such other documents as may reasonably be requested by Buyer's
     counsel.

          11.2  Documents to be Delivered by Buyer.  At the Closing, Buyer shall
                ----------------------------------                              
deliver or cause to be delivered to Sellers the following:
<PAGE>
 
          (a) certificate of Buyer, dated the Closing Date, in form and
     substance reasonably satisfactory to Sellers, certifying to the
     fulfillment of the conditions specified in Section 10.1;

          (b) if Buyer and Sellers elect to waive the condition set forth in
     Section 9.2 that the FCC Consent shall have become a Final Order prior to
     Closing, the Unwind Agreement executed by Buyer;

          (c) immediately available wire-transferred funds as provided in
     Section 2.4;

          (d) instruments, in form and substance reasonably satisfactory to
     counsel to Sellers, pursuant to which Buyer assumes pursuant to Article
     III certain obligations, liabilities, commitments and responsibilities;

          (e) opinion of counsel to Buyer, dated the Closing Date, in form
     and substance reasonably satisfactory to Sellers and Buyer;

          (f) certified resolutions of the board of directors of the general
     partner of Buyer, authorizing the execution, delivery and performance of
     this Agreement and the Time Brokerage Agreement; and

          (g) such other documents as may be reasonably requested by
     Sellers' counsel.


                                  ARTICLE XII

                       TRANSFER TAXES; FEES AND EXPENSES
                       ---------------------------------

          12.1  Transfer Taxes and Similar Charges.  Except as provided in
                ----------------------------------
Section 7.3, all costs of transferring the Station Assets in accordance with
this Agreement shall be allocated among the parties as follows:

          (a) Buyer shall pay (i) the HSRA filing fee and (ii) all costs
                               -                           --           
     related to title insurance and surveys with respect to the transfer of
     the Owned Real Property;

          (b) Sellers shall pay any amounts due in respect of the New York
     Real Property Gains Tax referred to in Section 8.6;
<PAGE>
 
          (c) Sellers shall pay all recordation, transfer and documentary
     taxes and fees; and

          (d) all other costs and expenses of transferring the Station Assets
     shall be divided equally between Buyer, on the one hand, and Sellers,
     on the other hand.

Subject to Section 8.6, as between Buyer, on the one hand, and Sellers, on the
other hand, the party that has the primary responsibility under applicable law
for filing any return in respect of taxes described in this Section 12.1 shall
prepare such return, subject to the other party's approval, which approval shall
not be unreasonably withheld, and timely file such return.

          12.2  Expenses.  Except as set forth in Section 12.1, each party
                --------
hereto shall be solely responsible for all costs and expenses incurred by it in
connection with the negotiation, preparation and performance of and compliance
with the terms of this Agreement.


                                 ARTICLE XIII

                      BROKER'S COMMISSION OR FINDER'S FEE
                      -----------------------------------

          13.1  Buyer's Representation and Agreement to Indemnify.  Buyer
                -------------------------------------------------
represents and warrants to Sellers that neither it nor any person or entity
acting on its behalf has agreed to pay a commission, finder's fee or similar
payment in connection with this Agreement or any matter related hereto to any
person or entity, nor has it or any person or entity acting on its behalf taken
any action on which a claim for any such payment could be based. Buyer further
agrees to indemnify and hold Sellers harmless from and against any and all
claims, losses, liabilities and expenses (including reasonable attorney's fees)
arising out of a claim by any person or entity based on any such arrangement or
agreement made or alleged to have been made by Buyer.

          13.2  Sellers' Representation and Agreement to Indemnify.  Each Seller
                --------------------------------------------------              
represents and warrants to Buyer that, except for the agreement with Star Media
Group, Inc., neither it nor any person or entity acting on its behalf has agreed
to pay a commission, finder's fee or similar payment in connection with this
Agreement or any matter related hereto to any person or entity, nor has it or
any person or entity acting on its behalf taken any action on which a claim for
any such payment could be based.  Any commission, fee or payment due Star Media
Group, Inc. in connection with the transactions contemplated by this Agreement
shall be
<PAGE>
 
paid by Sellers.  Each Seller further agrees to indemnify and hold
Buyer harmless from and against any and all claims, losses, liabilities and
expenses (including reasonable attorneys' fees) arising out of a claim by any
person or entity based on any such arrangement or agreement made or alleged to
have been made by any Seller.


                                  ARTICLE XIV

                                INDEMNIFICATION
                                ---------------

          14.1  Indemnification by Sellers.  (a) General.  Each Seller agrees
                --------------------------       -------
to indemnify and hold harmless Buyer, its Affiliates and the partners, officers,
directors, employees, agents, advisers and representatives of Buyer and its
Affiliates ("Buyer Indemnitees") from and against, and pay or reimburse each
Buyer Indemnitee for, any and all claims, liabilities, obligations, losses,
fines, costs, royalties, proceedings, deficiencies or damages (whether absolute,
accrued, conditional or otherwise and whether or not resulting from third party
claims), including out-of-pocket expenses and reasonable attorneys' and
accountants' fees incurred in connection with the investigation or defense
thereof or in asserting any of their respective rights hereunder (collectively,
"Losses"), resulting from or arising out of:

          (i)    any inaccuracy of any representation or warranty made by any
     Seller herein or in any certificate, document or instrument delivered to
     Buyer hereunder;

          (ii)   any failure of any Seller to perform any covenant or agreement
     hereunder or fulfill any other obligation in respect hereof;

          (iii)  any claims of third parties with respect to the business and
     operations of the Station or the ownership of the Station Assets prior to
     the Closing not expressly assumed by Buyer hereunder;

          (iv)   any liability of any Seller or the Station not expressly
     assumed by Buyer hereunder;

          (v)    any claim by or on behalf of any person employed by the
     Station and not hired by Buyer on or after the Closing Date;

          (vi)   any breach or default by any Seller under any Contract prior
     to the Closing;
<PAGE>
 
          (vii)  the environmental conditions on, under, above, or about any
     assets, equipment or facilities (other than the Station Assets) owned,
     leased or operated at any time by any Seller, or any of its predecessors
     or Affiliates; and

          (viii) any failure of any Seller to comply with applicable bulk
     sales laws (in consideration of which indemnification obligation Buyer
     hereby waives compliance by Sellers with any applicable bulk sales laws).

          (b) Limitations on Indemnification.
              ------------------------------ 

          (i)    Notwithstanding anything in Section 14.1(a) of this Agreement
     to the contrary, Sellers shall not be required to make any indemnification
     payments under clause (i) of Section 14.1(a) until the aggregate amount
     of Losses resulting from or arising out of the matters referred to in
     Section 14.1(a)(i) exceeds $200,000; provided that if the aggregate amount
                                          --------
     of such Losses exceeds such amount, Sellers shall be required to indemnify
     Buyer Indemnitees for all Losses indemnifiable under Section 14.1(a)(i)
     without regard to such $200,000 limitation; provided, further, however,
                                                 --------  -------  -------
     that if indemnification is sought by any Buyer Indemnitee under Section
     14.1(a)(i), 14.1(a)(iii) or 14.1(a)(iv) for any Loss relating to
     environmental matters, then, to the extent such Loss relates exclusively
     to environmental matters it shall not be included in any calculation of
     such $200,000 threshold and, instead, shall be subject to the limitation
     that Sellers shall be required to provide indemnification only to the
     extent the aggregate amount of all such Losses relating exclusively to
     environmental matters exceeds $100,000.

          (ii)  Sellers' obligations to make any indemnification payments of any
     kind under Section 14.1(a) shall be limited to $5,000,000.

          (iii)  No claim may be brought by a Buyer Indemnitee under this
     Agreement for breach of a representation or warranty contained in this
     Agreement unless written notice describing in reasonable detail the nature
     and basis of such claim is given on or prior to the first anniversary
     hereof. In the event such a notice is given, the right to indemnification
     with respect thereto shall survive until such claim is finally resolved and
     any obligations thereto are fully satisfied.
<PAGE>
 
          (c) Exclusive Remedy.  Except for the remedies provided in Section
              ----------------
16.1, subsequent to the Closing indemnification under this Section 14.1 shall be
the exclusive remedy of Buyer Indemnitees with respect to any legal, equitable
or other claim for relief based upon this Agreement or the certificates,
documents and instruments delivered by any Seller in connection herewith.

          14.2  Indemnification by Buyer.  (a)  General.  Buyer agrees to
                ------------------------        -------
indemnify and hold harmless each Seller, its Affiliates and the officers,
directors, employees, agents, advisers and representatives of each such Person
("Sellers Indemnitees") from and against, and pay or reimburse each Sellers
Indemnitee for, any and all Losses resulting from or arising out of:

          (i)   any inaccuracy in any representation or warranty made by
     Buyer herein or in any certificate, document or instrument delivered to
     any Seller hereunder;

          (ii)  any failure of Buyer to perform any covenant or agreement
     hereunder or fulfill any other obligation in respect hereof;

          (iii) any liability, obligation, commitment or responsibility of any
     Seller expressly assumed by Buyer under Article III of this Agreement; and

          (iv) the ownership of the Station Assets or the operation of the
     Station subsequent to the Closing, except to the extent such Loss relates
     to any liabilities, obligations, commitments or responsibilities of any
     Seller of any nature whatsoever not expressly assumed by Buyer hereunder
     or results from the breach of a representation, warranty or covenant by
     any Seller.

          (b)  Limitations on Indemnification.
               ------------------------------ 

          (i)   Notwithstanding anything in Section 14.2(a) of this Agreement
     to the contrary, Buyer shall not be required to make any indemnification
     payments under clause (i) of Section 14.2(a) until the aggregate amount of
     Losses resulting from or arising out of the matters referred to in Section
     14.2(a)(i) exceeds $200,000; provided that if the aggregate amount of such
     Losses exceeds such amount, Buyer shall be required to indemnify Sellers
     Indemnitees for all Losses indemnifiable under Section 14.2(a)(i) without
     regard to such $200,000 limitation.
<PAGE>
 
          (ii)  Buyer's obligation to make any indemnification payments of any
     kind under Section 14.2(a) shall be limited to $5,000,000.

          (iii)  No claim may be brought by a Sellers Indemnitee under this
     Agreement for breach of a representation or warranty contained in this
     Agreement unless written notice describing in reasonable detail the nature
     and basis of such claim is given on or prior to the first anniversary
     hereof. In the event such a notice is given, the right to indemnification
     with respect thereto shall survive until such claim is finally resolved and
     any obligations thereto are fully satisfied.

          (c)  Exclusive Remedy.  Except for the remedies provided in Section
               ----------------                                              
16.2, subsequent to the Closing indemnification under this Section 14.2 shall be
the exclusive remedy of Sellers Indemnitees with respect to any legal, equitable
or other claim for relief based upon this Agreement or the certificates,
documents and instruments delivered by Buyer in connection herewith.

          14.3  Indemnification Procedures. In the case of any claim asserted by
                --------------------------
a third party against a party entitled to indemnification under this Agreement
(the "Indemnified Party"), notice shall be given by the Indemnified Party to the
party required to provide indemnification (the "Indemnifying Party") promptly
after such Indemnified Party has actual knowledge of any claim as to which
indemnity may be sought, and the Indemnified Party shall permit the Indemnifying
Party (at the expense of such Indemnifying Party) to assume the defense of any
claim or any litigation resulting therefrom, provided that (a) the counsel
                                                            -             
for the Indemnify ing Party who shall conduct the defense of such claim or
litigation shall be reasonably satisfactory to the Indemnified Party, (b) the
                                                                       -     
Indemnified Party may participate in such defense at such Indemnified Party's
expense, and (c) the omission by any Indemnified Party to give notice as
              -                                                         
provided herein shall not relieve the Indemnifying Party of its indemnification
obligation under this Agreement except to the extent that such omission results
in a failure of actual notice to the Indemnifying Party and such Indemnifying
Party is materially damaged as a result of such failure to give notice.  Except
with the prior written consent of the Indemnified Party, no Indemnifying Party,
in the defense of any such claim or litigation, shall consent to entry of any
judgment or order, interim or otherwise, or enter into any settlement that
provides for injunctive or other nonmonetary relief affecting the Indemnified
Party or that does not include as an unconditional term thereof the giving by
<PAGE>
 
each claimant or plaintiff to such Indemnified Party of a release from all
liability with respect to such claim or litigation. In the event that the
Indemnified Party shall in good faith determine that the conduct of the defense
of any claim subject to indemnification hereunder or any proposed settlement of
any such claim by the Indemnifying Party might be expected to affect adversely
the Indemnified Party's tax liability or, if a Buyer Indemnitee is the
Indemnified Party, the ability of Buyer to conduct the business of the Station,
or that the Indemnified Party may have available to it one or more defenses or
counterclaims that are inconsistent with one or more of those that may be
available to the Indemnifying Party in respect of such claim or any litigation
relating thereto, the Indemnified Party shall have the right at all times to
take over and assume control over the defense, settlement, negotiations or
litigation relating to any such claim at the sole cost of the Indemnifying
Party, provided that if the Indemnified Party does so take over and assume
control, the Indemnified Party shall not settle such claim or litigation without
the written consent of the Indemnifying Party, such consent not to be
unreasonably withheld. In the event that the Indemnifying Party does not accept
the defense of any matter as above provided, the Indemnified Party shall have
the full right to defend against any such claim or demand and shall be entitled
to settle or agree to pay in full such claim or demand. Notwithstanding the
foregoing, the Indemnifying Party shall still provide indemnification to the
Indemnified Party. In any event, the Indemnifying Party and the Indemnified
Party shall cooperate in the defense of any claim or litigation subject to this
Section 14.3 and the records of each shall be available to the other with
respect to such defense.


                                  ARTICLE XV

                               TERMINATION RIGHTS
                               ------------------

          15.1  Termination.  This Agreement may be terminated by either Buyer,
                -----------
on the one hand, or Sellers, on the other hand, as set forth below, upon written
notice to the other upon the occurrence of any of the following, provided that
the party seeking to terminate is not in material default or breach of this
Agreement:

          (a)  by Buyer or Sellers:

          (i)  if the Closing has not occurred by April 30, 1997;
<PAGE>
 
          (ii)  if the FCC denies the FCC Application or any part thereof or
     designates any part of it for a trial-type hearing; or

          (iii) if there shall be in effect any final judgment, final decree
     or order that would prevent or make unlawful the Closing.

          (b)   by Buyer:

          (i)   pursuant to Section 17.1;

          (ii)  if the regular broadcast transmission of the Station from its
     main broadcasting antenna at full authorized effective radiated power is
     interrupted for a period of more than 72 hours in any single 30 day period
     as a result of or arising from any action or inaction by any Seller;

          (iii) if any material representation or warranty of any Seller made
     herein or in any certificate, document or instrument delivered by any
     Seller hereunder is untrue or incomplete in any respect and such breach is
     not cured within 10 Business Days of Sellers' receipt of written notice
     from Buyer that such breach exists or has occurred; or

          (iv) if any Seller defaults in the performance of any material
     covenant or agreement hereunder, including, without limitation, its
     obligation to close under this Agreement, and such breach is not cured
     within 10 Business Days of Sellers' receipt of written notice from Buyer
     that such default exists or has occurred.

          (c)  by Sellers:

          (i) if any material representation or warranty of Buyer made herein or
     in any certificate, document or instrument delivered by Buyer hereunder is
     untrue or incomplete in any respect and such breach is not cured within 10
     Business Days of Buyer's receipt of written notice from Sellers that such
     breach exists or has occurred; or

          (ii) if Buyer defaults in the performance of any material covenant or
     agreement hereunder, including, without limitation, its obligation to close
     under this Agreement, and such breach is not cured within 10 Business
     Days, or in the case of payment of the Purchase Price one Business Day, of
     Buyer's receipt of written
<PAGE>
 
     notice from Sellers that such default exists or has occurred.

          15.2  Liability.  In the event of the termination of this Agreement
                ---------
under Section 15.1, this Agreement shall become void and have no effect, without
any liability to any Person in respect hereof, except that the provisions of
Article XII, Article XVI and Sections 17.2, 17.3 and 17.8 shall survive any such
termination.


                                  ARTICLE XVI

                             REMEDIES UPON DEFAULT
                             ---------------------

          16.1  Buyer's Remedies; Specific Performance.  Each Seller recognizes
                --------------------------------------
that, in the event any Seller defaults in the performance of its obligations to
close under this Agreement, monetary damages alone will not be adequate.
Therefore, unless Buyer is in material default in the performance of its
obligations under this Agreement, Buyer shall be entitled, in addition to any
remedy available at law, including, without limitation, a suit for monetary
damages, and its right to terminate this Agreement under Section 15.1, to
instead obtain specific performance of the terms of this Agreement in lieu of
any other remedy available at law. In any action to enforce specifically the
performance of this Agreement, each Seller shall waive the defense that there is
another adequate remedy at law or equity and agrees that Buyer shall have the
right to obtain specific performance of each Seller's obligations under the
terms of this Agreement without being required to prove actual damages, post
bond or furnish other security. In addition, Buyer shall be entitled to obtain
from Sellers court costs and reasonable attorneys' fees incurred by it in
enforcing its rights hereunder. In the event Buyer elects to terminate this
Agreement under any subsection of Section 15.1(a) or (b) as opposed to seeking
specific performance under this Section 16.1 and any Seller is in material
breach or default hereunder, then Buyer shall be entitled to seek monetary
damages.

          16.2  Sellers' Remedies; Liquidated Damages.  If the transactions
                -------------------------------------                      
contemplated by this Agreement are not consummated due to the default of Buyer
and no Seller shall be in material breach or default hereunder and Sellers shall
have terminated this Agreement pursuant to Section 15.1(c)(ii), then Sellers
shall, upon Sellers' request, be entitled to receive as liquidated damages for
and in full settlement of all claims against Buyer in connection with this
Agreement, an amount equal to $2,000,000, the nature of
<PAGE>
 
this transaction being such as will not permit an exact determination of the
damages which may be suffered by Sellers by reason of such a default by Buyer.
Recovery of liquidated damages under this Section 16.2 shall be the sole and
exclusive remedy of Sellers against Buyer if Sellers terminate this Agreement
pursuant to Section 15.1(c)(ii) and shall be applicable regardless of the actual
amount of damages sustained. Buyer's obligation to pay liquidated damages to
Sellers pursuant to the first sentence of this Section 16.2 shall be supported
by a letter of credit to be delivered to Sellers no later than three Business
Days after the date hereof (the "Letter of Credit") in the amount of $1,000,000
issued by Bankers Trust Company for the account of Buyer in favor of Sellers.
Promptly following (a) the Closing or (b) the termination of this Agreement
                    -                  -
pursuant to Section 15.1(a), (b) or (c)(i), Sellers shall (x) execute Exhibit 2
                                                           -
to the Letter of Credit and deliver it to Buyer and (y) cause the Letter of
                                                     -
Credit to be surrendered to Buyer for immediate cancellation.


                                 ARTICLE XVII

                               OTHER PROVISIONS
                               ----------------

          17.1  Risk of Loss.  The risk of loss or damage to any of the Station
                ------------
Assets prior to the Cut-Off Time shall be upon Sellers. Sellers shall repair,
replace and restore to its prior condition any material damage to or loss of
Station Assets as soon as possible.  If Sellers are unable or fail to restore
or replace a lost or damaged material Station Asset prior to the Closing Date,
Buyer may elect (a) to terminate this Agreement, but only if the failure to
                 -
restore or replace a lost or damaged material Station Asset continues for a
period in excess of 60 days from the date that would be the Closing Date without
consideration of this Section 17.1, (b) to consummate the transactions
                                     -                                
contemplated by this Agreement on the Closing Date, in which event Sellers shall
assign to Buyer at Closing Sellers' rights under any insurance policy or pay
over to Buyer all proceeds of insurance covering such Station Asset's damage,
destruction or loss, or (c) delay the Closing Date until a date within 15
                         -                                               
Business Days after Sellers give written notice to Buyer of completion of the
restoration or replacement of such Station Asset.  If the delay in the Closing
Date under this Section 17.1 would cause the Closing to occur at any time after
the period permitted by the FCC Consent, Sellers and Buyer shall file an
appropriate request with the FCC for an extension of time within which to
complete the Closing.
<PAGE>
 
          17.2  Confidentiality.  Each Seller and Buyer shall keep confidential
                ---------------
and not use or disclose any information previously or hereafter obtained by it
pursuant to this Agreement (the party receiving such information is hereinafter
referred to as the "Receiving Party") with respect to the other or such other's
partners, parents, subsidiaries, affiliates, or other related entities (the
party, or such party's partners, parents, subsidiaries, affiliates, or other
related entities, with respect to which the information relates is hereinafter
referred to as the "Disclosing Party") in connection with this Agreement and the
negotiations preceding this Agreement, including, without limitation information
provided pursuant to Section 7.2 hereof (such information is hereinafter
referred to as the "Confidential Information"), and the Receiving Party will use
such Confidential Information solely in connection with the transactions
contemplated by this Agreement, and if the transactions contemplated hereby are
not consummated for any reason, the Receiving Party shall either return to the
Disclosing Party, without retaining a copy thereof, or destroy any schedules,
documents or other written information constituting Confidential Information (or
prepared based upon such Confidential Information) in connection with this
Agreement and the transactions contemplated hereby and the negotiations
preceding this Agreement. Without limiting the generality of the foregoing, the
Receiving Party shall be permitted to disclose any Confidential Information to
such of its partners, Affiliates, officers, directors, employees, agents,
lenders and representatives (collectively, "Agents") as have a need to know such
Confidential Information, provided such Agents shall be informed that disclosure
of such Confidential Information by such Agents would be in contravention
hereof. Notwithstanding the foregoing, the Receiving Party shall not be
required to keep confidential or return any information which (i) is known or
                                                               -             
available through other lawful sources, not bound by a confidentiality agreement
with the Disclosing Party, or (ii) is or becomes publicly known other than as a
                               --                                              
result of the disclosure by the Receiving Party or its Agents, or (iii) is
                                                                   ---    
required to be disclosed pursuant to an order or request or a judicial or
governmental authority (provided the Disclosing Party is given reasonable prior
written notice), or (iv) is developed by the Receiving Party independently of,
                     --                                                       
and is not based upon, the Confidential Information.

          17.3  Publicity.  Except as required by applicable law or with the
                ---------
other parties' express written consent, no party to this Agreement nor any
Affiliate of any party shall issue any press release or make any public
statement (oral
<PAGE>
 
or written) regarding the transactions contemplated by this Agreement.

          17.4  Benefit and Assignment.  (a) This Agreement shall be binding
                ----------------------
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns. Neither Buyer nor any Seller may assign this Agreement
without the prior written consent of Buyer, in the case of any such assignment
by Sellers, or Sellers, in the case of any such assignment by Buyer, except that
(i) Buyer may assign its rights and obligations under this Agreement to one or
 -
more of its Affiliates designated by Buyer in writing to Sellers prior to the
Closing Date, provided that any such assignment shall not relieve Buyer from any
              --------
of its obligations under this Agreement and provided that any such assignment
does not delay the Closing Date, (ii) Buyer may assign its rights under Article
                                  --
XIV of this Agreement to any lender which provides financing in connection with
the consummation of this Agreement and (iii) Sellers may assign their rights,
                                         ---
but not their obligations, under this Agreement to the extent permitted under
subsection (b) of this Section 17.4, provided that any such assignment does not
delay the Closing Date.

          (b) Buyer acknowledges that Sellers may desire to effect this
transaction as an exchange of the Station Assets for other property of like kind
and qualifying use within the meaning of section 1031 of the Code. Sellers may
assign their rights hereunder to a qualified intermediary as provided under
Treasury Regulations section 1.1031(k)-1(g)(4) on or before the Closing Date,
provided that such assignment shall be made without any cost or expense to Buyer
- --------                                                                        
and without Buyer otherwise incurring any liability thereby and provided,
                                                                -------- 
further, that any such assignment shall not relieve Sellers from any of their
- -------                                                                      
obligations under this Agreement.  Buyer shall cooperate with Sellers to
effectuate any such exchange, provided that such cooperation would not result in
                              --------                                          
any additional cost or expense to Buyer and Buyer would not otherwise incur any
liability thereby.

          17.5  No Third Party Beneficiaries.  Except as provided in Article
                ----------------------------
XIV and Section 17.4(a)(ii), nothing in this Agreement shall confer any rights
upon any person or entity other than the parties hereto and their respective
permitted successors and assigns.

          17.6  Entire Agreement; Amendments, etc.  This Agreement, the Time
                ---------------------------------
Brokerage Agreement and the exhibits and schedules hereto and thereto embody the
entire agreement and understanding of the parties hereto and supersede any and
all prior agreements, arrangements and understandings
<PAGE>
 
relating to the matters provided for herein or therein. No amendment, waiver of
compliance with any provision or condition hereof, or consent pursuant to this
Agreement shall be effective unless evidenced by an instrument in writing signed
by the party against whom enforcement of any amendment, waiver or consent is
sought.

          17.7  Headings.  The headings set forth in this Agreement are for
                --------                                                   
convenience only and will not control or affect the meaning or construction of
the provisions of this Agreement.

          17.8  Choice of Law; Jurisdiction.  The construction and performance
                ---------------------------
of this Agreement shall be governed by the laws of the State of New York without
regard to its principles of conflict of laws, and the state and federal courts
of New York shall have exclusive jurisdiction over any controversy or claim
arising out of or relating to this Agreement.

          17.9  Notices.  All notices, requests, demands, letters, waivers and
                -------
other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if (a) delivered
                                                                    -
personally, (b) mailed, certified or registered mail with postage prepaid, (c)
             -                                                              - 
sent by next-day or overnight mail or delivery or (d) sent by fax, as follows:
                                                   -                          

To any Seller:

     c/o Evergreen Media Corporation of Los Angeles
     433 East Las Colinas Boulevard
     Suite 1130
     Irving, Texas  75039
     Attention:  Mr. Scott K. Ginsburg
     Phone:  (214) 869-9020
     Fax:    (214) 869-3671

Copy to:

     Latham & Watkins
     1001 Pennsylvania Avenue, N.W.
     Suite 1300
     Washington, D.C.  20004
     Attention:  Eric L. Bernthal, Esq.
     Phone:  (202) 637-2200
     Fax:    (202) 637-2201
<PAGE>
 
To Buyer:

     Mercury Radio Communications, L.P.
     464 Franklin Street
     Buffalo, New York  14202
     Attention:  Mr. Charles W. Banta
     Phone:  (716) 881-4555
     Fax:    (716) 888-9715

Copy to:

     Debevoise & Plimpton
     875 Third Avenue
     New York, New York  10022
     Attention:  Margaret A. Davenport, Esq.
     Phone:  (212) 909-6667
     Fax:    (212) 909-6836

or to such other person or address as any party shall specify by notice in
writing to the party entitled to notice.  All such notices, requests, demands,
letters, waivers and other communications shall be deemed to have been received
(w) if by personal delivery on the day after such delivery, (x) if by certified
 -                                                           -                 
or registered mail, on the fifth Business Day after the mailing thereof, (y) if
                                                                           -    
by next-day or overnight mail or delivery, on the day delivered or (z) if by
                                                                    -       
fax, on the next day following the day on which such fax was sent, provided that
a copy is also sent by certified or registered mail.

          17.10  Counterparts.  This Agreement may be executed in one or more
                 ------------                                                 
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.

          17.11  Further Assurances.  Each Seller shall at any time and from
                 ------------------
time to time after the Closing execute and deliver to Buyer such further
conveyances, assignments and other written assurances as Buyer may reasonably
request in order to vest and confirm in Buyer (or its assignees) the title and
rights to and in all of the Station Assets to be and intended to be transferred,
assigned and conveyed hereunder. After the Closing, Buyer and each Seller will
execute any further documents consistent with this Agreement, provide any
further reasonably available information, and take any other actions not
imposing significant financial or operational obligations in excess of the other
obligations imposed by this Agreement, upon the request of the other party or
based upon their reasonable determination that those actions are required to
enable
<PAGE>
 
Buyer or any Seller to, as the case may be, effectuate this Agreement.
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.

                                           EVERGREEN MEDIA CORPORATION
                                             OF LOS ANGELES

                                           By: ________________________________

                                               Name: __________________________

Title: ____________________________


                                           EVERGREEN MEDIA/PYRAMID HOLDINGS
                                             CORPORATION

                                           By: ________________________________

                                               Name: __________________________

Title: ____________________________


                                           WHTT (AM) LICENSE CORP.

                                           By: ________________________________

                                               Name: __________________________

Title: ____________________________


                                           WHTT (FM) LICENSE CORP.

                                           By: ________________________________

                                               Name: __________________________

Title: ____________________________


                                           MERCURY RADIO COMMUNICATIONS, L.P.

                                           By: Mercury Radio Communications
                                               Corporation, its General Partner

                                           By: ________________________________

                                               Name: __________________________

Title: ____________________________
<PAGE>
 
                                 SCHEDULE 4.3

                          OTHER GOVERNMENTAL CONSENTS


                                     None.
