
<PAGE>
 
                                                                    EXHIBIT 2.17


                           ASSET PURCHASE AGREEMENT


                                    Between


                  EVERGREEN MEDIA CORPORATION OF LOS ANGELES


                                      and


                        GREATER WASHINGTON RADIO, INC.



                           Dated as of June 13, 1996






                                       1
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                     Page
<S>                                                                  <C>
ARTICLE I       DEFINITIONS........................................     1

ARTICLE II      PURCHASE OF ASSETS.................................     4
     2.1  Closing..................................................     4
     2.2  Transfer of Assets.......................................     5
     2.3  Excluded Assets..........................................     5
     2.5  Allocation and Appraisal.................................     6

ARTICLE III     ASSUMPTION OF LIABILITIES..........................     7

ARTICLE IV      GOVERNMENTAL CONSENTS..............................     7
     4.1  FCC Consent..............................................     7
     4.2  Compliance with HSRA.....................................     8
     4.3  Other Governmental  Consents.............................     8

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.......................................     9
     5.4  Absence of Conflicting Agreements or Required Consents...     9
     5.5  Litigation...............................................     9

ARTICLE VI      REPRESENTATIONS AND WARRANTIES OF SELLER...........     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  Owned Real Property......................................    11
     6.6  Real Property Leases.....................................    12
     6.7  Title to and Condition of Personal Property..............    12
     6.8  Intellectual Property....................................    13
     6.9  Contracts................................................    13
     6.10 Personnel Information....................................    14
     6.11 Employee Benefit Plans...................................    14
     6.12 Litigation...............................................    15
     6.13 Compliance with Laws.....................................    15
     6.14 Transaction with Affiliates..............................    15
     6.15 Financial Statements.....................................    15

</TABLE>

                                       i
<PAGE>
 
<TABLE>
<S>                                                                  <C>

     6.16  Absence of Changes or Events............................    16
     6.17  Insurance...............................................    16
     6.18  Taxes...................................................    16
     6.19  Environmental Matters...................................    16
     6.20  Bankruptcy..............................................    17
     6.21  Station Assets..........................................    17
     6.22  Foreign Investment in Real Property Tax Act.............    17
     6.23  Disclosure..............................................    17

ARTICLE VII     COVENANTS OF SELLER................................    18
     7.1  Interim Operation........................................    18
     7.2  Access to Station........................................    19
     7.3  Third-Party Consents.....................................    19
     7.4  Notification.............................................    19
     7.5  No Inconsistent Action...................................    19
     7.6  Estoppel Certificates; Consent and Waiver................    19

ARTICLE VIII    ADDITIONAL COVENANTS...............................    20
     8.1  Reasonable Best Efforts..................................    20
     8.2  Control of Station.......................................    20
     8.3  Employees................................................    20
     8.4  Renewal of Contracts.....................................    20
     8.5  Post-Closing Covenants...................................    20

ARTICLE IX      CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO
                CLOSE..............................................    21
     9.1  Representations, Warranties and Covenants................    21
     9.2  Governmental Consents....................................    21
     9.3  Adverse Proceedings......................................    21
     9.4  Deliveries...............................................    22
     9.5  WEBR.....................................................    22

ARTICLE X       CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO
                CLOSE..............................................    22
     10.1  Representations, Warranties and Covenants...............    22
     10.2  Governmental Consents...................................    22
     10.3  Adverse Proceedings.....................................    22
     10.4  Deliveries..............................................    22
     10.5  WEBR....................................................    23

ARTICLE XI      DOCUMENTS TO BE DELIVERED AT THE CLOSING...........    23
     11.1  Documents to be Delivered by Seller.....................    23
     11.2  Documents to be Delivered by Buyer......................    24

</TABLE>

                                      ii
<PAGE>
 
<TABLE>
<S>                                                                  <C>

ARTICLE XII     TRANSFER TAXES; FEES AND EXPENSES..................    24
     12.1  Transfer Taxes and Similar Charges......................    24
     12.2  Expenses................................................    25

ARTICLE XIII    BROKER'S COMMISSION OR FINDER'S FEE................    25
     13.1  Buyer's Representation and Agreement to Indemnify.......    25
     13.2  Seller's Representation and Agreement to Indemnify......    25

ARTICLE XIV     INDEMNIFICATION....................................    26
     14.1  Indemnification by Seller...............................    26
     14.2  Indemnification by Buyer................................    27
     14.3  Indemnification Procedures..............................    28

ARTICLE XV      TERMINATION RIGHTS.................................    30
     15.1  Termination.............................................    30
     15.2  Liability...............................................    31

ARTICLE XVI     REMEDIES UPON DEFAULT..............................    31
     16.1  Specific Performance....................................    31

ARTICLE XVII    OTHER PROVISIONS...................................    32
     17.1  Risk of Loss............................................    32
     17.2  Publicity...............................................    32
     17.3  Benefit and Assignment..................................    32
     17.4  No Third Party Beneficiaries............................    33
     17.5  Nature of  Representations and Warranties;
           Entire Agreement; Amendments, etc.......................    33
     17.6  Interpretation..........................................    34
     17.7  Choice of Law; Jurisdiction.............................    34
     17.8  Notices.................................................    34
     17.9  Counterparts............................................    35
     17.10  Further Assurances.....................................    35
</TABLE>


                                      iii
<PAGE>
 
SCHEDULES

4.3    Other Governmental Consents
5.1    Jurisdictions of Qualification
6.1    Jurisdictions of Qualification
6.3    Seller's Required Consents
6.4    Station Licenses and Governmental Consents
6.5    Owned Real Property
6.6    Real Property Leases
6.7    Personal Property
6.8    Intellectual Property
6.9    Contracts
6.10   Personnel Information
6.11   Employee Plans
6.12   Litigation Involving Seller
6.14   Transactions with Affiliates
6.15   Financial Statements
6.16   Absence of Changes or Events
6.17   Insurance
6.21   Station Assets


                                      iv
<PAGE>
 
                           ASSET PURCHASE AGREEMENT


     ASSET PURCHASE AGREEMENT, dated as of June 13, 1996, between Greater
Washington Radio, Inc., a Delaware corporation ("Seller"), and Evergreen Media
Corporation of Los Angeles, a Delaware corporation ("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 govern mental
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, agree ments, purchase orders and leases set forth on Schedules 6.6,
                                                                --------------
6.7 and 6.8 to this Agreement, but excluding the Real Property Leases and the
- -----------                                                                  
contract with Research Group, Inc.

     1.6  "Cut-Off Time" shall mean 12:01 a.m., local time, on the date on which
Seller actually receives the Purchase Price (as defined in Section 2.4(a)).

                                       1
<PAGE>
 
     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
Seller and Buyer must file with the Federal Communications Commission (the
"FCC") requesting its consent to the assignment of the Station Licenses from
Seller 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 (the "Communications Act"), 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 September 30, 1994 and September 30, 1995, and the related
statements of operations and cash flows for the fiscal years then ended and (ii)
                                                                             -- 
the unaudited quarterly balance sheets for the Station as of December 31, 1995
and March 31, 1996, and the related statements of operations and cash flows for
the fiscal quarters then ended.

     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 Im provements Act
of 1976, as amended, and the regulations adopted thereunder.

     1.14 "Intellectual Property" shall mean all right, title and interest in
and to the United 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,

                                       2
<PAGE>
 
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.

     1.15  "Liens" shall mean all debts, liens, charges, security interests,
mortgages, pledges, judgments, trusts, adverse claims, liabilities, encumbrances
and other impairments of title.

     1.16  "Non-LMA Contracts" shall mean those Contracts which are not assigned
to Buyer as of the Commencement Date (as defined in the Time Brokerage
Agreement) because the requisite third party consents had not been obtained by
that date but which will be assigned to Buyer as of the date such third party
consents are obtained.

     1.17  "Owned Real Property" shall mean all real property and interests in
real property owned by 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.

     1.18  "Permitted Liens" shall mean (i) carriers', materialmen's,
                                         -                           
mechanics', workmen's, warehousemen's, repairmen's, vendors' or other similar
Liens arising in the ordinary course of business for sums not yet delinquent or
that are being contested in good faith, (ii) Liens for taxes, assessments or
                                         --                                 
governmental charges not yet due and payable, (iii) Liens of landlords arising
                                               ---                            
by operation of law for the payment of sums not yet due and payable and (iv)
                                                                         -- 
easements, rights-of-way, encroachments and other similar restrictions, in each
case not materially interfering with the conduct of the business of the Station.

     1.19  "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.

     1.20  "Personal Property" shall mean all equipment, office furniture and
fixtures, office materials and supplies, inventory, spare parts and other
tangible personal property used in, held for use in connection with or necessary
for the conduct of the business or operations of the Station or the Stations
Assets.

     1.21 "Real Property Leases" shall mean the leases, subleases, licenses and
occupancy agreements, including any amendments thereto, relating to real
property used in, held for use in connection with or necessary for the conduct
of the business or

                                       3
<PAGE>
 
operations of the Station or the Station Assets, together with all easements and
other appurtenances for the benefit thereof.

     1.22  "Station" shall mean radio station WWRC(AM), Washington, D.C.

     1.23  "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 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.
                               ------------ 

     1.24  "Station Records" shall mean all files, records, logs, program
materials, programs, lists, music libraries, public inspection files that relate
solely to the Station and all proprietary information and data, maps, plans,
diagrams, blueprints, schematics and technical drawings, engineering records,
and FCC applications and filings maintained solely with respect to the Station
pursuant to the rules and regulations of the FCC.

     1.25  "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, em ployment, 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).

     1.26  "Time Brokerage Agreement" shall mean the Time Brokerage Agreement,
dated as of the date hereof, by and between Seller 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 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 Seller
at least four Business Days prior 

                                       4
<PAGE>
 
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, Seller shall sell, assign,
          ------------------                                             
transfer and convey or cause to be sold, assigned, transferred or conveyed to
Buyer and Buyer shall purchase from Seller, all of the assets, real, personal
and mixed, tangible and intangible, used in, held for use in connection with or
necessary for the conduct of the business and operations of the Station other
than the Excluded Assets (as defined below), including, but not limited to, all
of Seller's right in and to (a)  all accounts receivable arising out of or
                             -                                            
relating to the operation of the Station after 12:01 a.m., local time, on the
Commencement Date (as defined in the Time Brokerage Agreement), (b) the Owned
                                                                 -           
Real Property, (c) the Real Property Leases, (d) the Station Licenses (including
                -                             -                                 
renewals or modifications of such licenses and applications therefor) and all
its rights in and to the call letters "WWRC", (e) the Personal Property, (f) the
                                               -                          -     
Non-LMA Contracts, (g) the Intellectual Property and (h) the Station Records
                    -                                 -                     
(collectively, the "Station Assets")  The Station Assets shall be transferred to
Buyer free and clear of all Liens, except for Permitted Liens.

     2.3  Excluded Assets.  Notwithstanding anything to the contrary set forth
          ---------------                                                     
herein, the Station Assets shall not include the following (collectively, the
"Excluded Assets"):

     (a) all accounts receivable arising out of or relating to the operation of
  the Station before 12:01 a.m., local time, on the Commencement Date (as
  defined in the Time Brokerage Agreement);

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

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

     (d) 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 relating to Taxes and fees for which Seller is the responsible
  party;

     (e)  without in any way limiting Buyer's rights under the Time Brokerage
  Agreement, Seller's cash on hand as of the Cut-Off Time and all other cash in
  any bank account of Seller; any and all cash equivalents, 

                                       5
<PAGE>
 
  certificates of deposit, bonds, repurchase agreements, letters of credit, mar
  ketable securities, or other similar items;

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

     (g)  all Employee Plans, including all trusts and other funding arrange
  ments and the assets thereof.

     2.4  Purchase Price.  (a) In consideration for the sale, assignment,
          --------------                                                 
transfer and conveyance of the Station Assets by Seller to Buyer, Buyer shall
pay an aggregate amount of $22,500,000 (the "Purchase Price") to Seller at
Closing by wire transfers of immediately available funds to such account of
Seller as Seller shall have designated to Buyer at least two Business Days
before Closing.

     (b)  In the event (i) the main authorization for the Station issued by the
                        -                                                      
FCC is assigned to any unaffiliated third party, whether as the result of a
stock sale, merger or asset sale (a "Sale Transaction"), within 18 months
following the Closing Date and (ii) the aggregate purchase paid to Buyer,
                                --                                       
together with any of its Affiliates and any equity holders of Buyer or its
Affiliates, in respect of any such Sale Transaction, including consideration
paid in the form of cash, equity securities and the assumption or repayment of
indebtedness of the Station (the "Aggregate Consideration"), exceeds
$18,000,000, then Buyer shall be obligated to pay to Seller as additional
Purchase Price for the Station Assets an amount equal to 50% of the excess of
(x) the Aggregate Consideration over (y) $18,000,000.  Buyer shall promptly
 -                                    -                                    
notify Seller in writing after any agreement to effect a Sale Transaction shall
have been reached and shall give Seller at least four Business Days prior
written notice of the closing of such Sale Transaction.  Any amount payable to
Seller pursuant to this Section 2.4(b) shall be paid contemporaneously with the
closing of such Sale Transaction by wire transfer of immediately available funds
to such account of Seller as Seller shall have designated to Buyer at least two
Business Days before such closing.  The provisions of this Section 2.4(b) are
intended to apply only to a Sale Transaction which is effected on a stand-alone
basis and not as part of a transaction involving the sale of multiple radio
stations of Buyer and its Affiliates or as an exchange of assets for other
property of like kind within the meaning of section 1031 of the Code.

     2.5  Allocation and Appraisal.  Prior to the Closing, Buyer and Seller
          ------------------------                                         
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 extent an agreement on such allocation is reached, Buyer and Seller
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

                                       6
<PAGE>
 
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 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 Seller except for
those arising under Contracts and Real Property Leases assumed by Buyer under
the Time Brokerage Agreement or this Agreement and then with respect to any such
Contract or Real Property Lease 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 or Real Property Lease 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 60 days after the date of this Agreement Buyer and
Seller shall file the FCC Application.  Seller 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 party shall have any obligation to satisfy
any complainant or the FCC by taking any steps which would have a material
adverse effect upon such party or upon any of its Affiliates, 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 with any condition that would
- -------                                                                         
have a material adverse effect upon it or any of its Affiliates. 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.

                                       7
<PAGE>
 
     4.2  Compliance with HSRA.  Buyer and Seller shall make or cause to be
          --------------------                                             
made in a timely fashion, and in any event within 15 Business Days after the
date of this Agreement, 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 Seller, in each case to the knowledge of
Buyer, as follows:

     5.1  Organization and Standing.  Buyer is a corporation 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 each
jurisdiction where such qualification is necessary, all of which jurisdictions
are listed on Schedule 5.1, and Buyer 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 of the Station as
proposed to be conducted by Buyer after the Closing Date.

     5.2  Authorization and Binding Obligation.  Buyer 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 Buyer'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 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.

                                       8
<PAGE>
 
     5.3  FCC Qualifications.  There are no facts which, under the
          ------------------                                      
Communications Act, or the existing rules and regulations of the FCC, would
disqualify Buyer from becoming the assignee of the Station Licenses or from con
summating the transactions contemplated herein or by the Time Brokerage
Agreement within the times contemplated herein or therein.  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 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 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 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 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 SELLER
                    ----------------------------------------

     Seller represents and warrants to Buyer, in each case to the knowledge of
Seller (except with respect to the matters set forth in Sections 6.1, 6.2, 6.3,
6.4, 6.5 and 6.21), as follows:

     6.1  Organization and Standing.  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 each
jurisdiction where such qualification is necessary, all of which jurisdictions
are listed on Schedule 6.1, and 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.

                                       9
<PAGE>
 
     6.2  Authorization and Binding Obligation.  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 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 duly executed and delivered by 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 6.9, the execution, delivery and performance of this Agreement
- -------------------                                                           
and the Time Brokerage Agreement by Seller (a) do not require the consent of any
                                            -                                   
third party; (b) will not violate any provision of 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 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, Real Property Lease 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.  Seller is the valid and legal
holder 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.  Seller has 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, Seller 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
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 Seller's knowledge, are any such actions threatened. The
Station Licenses were validly issued and are in full force and effect and Seller
has no knowledge that they are impaired by any act or omission of Seller or any
of its Affiliates, or the officers, employees or agents of Seller or any of its
Affiliates. The Station is being operated in all material 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 

                                       10
<PAGE>
 
other reports and documents required to be filed with the FCC by or on behalf of
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. 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 or the existing rules and
regulations of the FCC, would disqualify 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. Seller
maintains 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  Owned Real Property.  (a)  Schedule 6.5 contains a true and complete
          -------------------        ------------                             
list of all Owned Real Property setting forth the address 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 or 6.6 is used
                                                     -------------------        
in, held for use in connection with or necessary for the conduct of the business
or operations of the Station.

     (b)  Except as set forth on Schedule 6.5(b),  to Seller's knowledge,  (i)
                                 ---------------                            - 
the improvements upon each parcel of real property owned by Seller and the
current use and operation of such real property conforms 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 Seller has not received any written notice of
any such nonconformity, (ii) the Owned Real Property is zoned for the purposes
                         --                                                   
for which it is currently being used by Seller, (iii) the improvements upon the
                                                 ---                           
Owned Real Property are in adequate operating condition and repair and (iv)
                                                                        -- 
there is no pending, threatened, or contemplated action to take by eminent
domain or otherwise to condemn any portion of the Owned Real Property.

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

     (d)  The Station's transmission system (including the ground system)
complies in all material respects with the rules and regulations of the FCC, the
Station Licenses and underlying construction permits, and the standards of good
engineering practice.  The Station's ground system is complete and contains the
requisite number 

                                       11
<PAGE>
 
of radials. The Station's ground system is accessible and is fully contained
within the Owned Real Property. The Station operates within licenses parameters
in both daytime and nighttime transmission, and its proofs of performance are
current and complete and indicate such compliance.

     6.6  Real Property Leases.  (a)  Schedule 6.6(a) contains a true and
          --------------------        ---------------                    
complete list of all Real Property Leases.

     (b)  Except as set forth on Schedule 6.6 (b), (i) the improvements upon
                                 ----------------   -                       
each parcel of real property leased by Seller and the current use and operation
of such real property conforms 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
Seller has not received any written notice of any such nonconformity, (ii) the
                                                                       --     
premises which are the subject of the Real Property Leases are zoned for the
purposes for which they are currently being used by Seller, (iii) the
                                                             ---     
improvements on the premises which are the subject of the Real Property Leases
are in adequate operating condition and repair, (iv) there is no pending,
                                                 --                      
threatened, or contemplated action to take by eminent domain or otherwise to
condemn any portion of any premises which are the subject of the Real Property
Leases, (v) each Real Property Lease is legal, valid, binding, enforceable and
         -                                                                    
in full force and effect and (vi) neither Seller nor any other party is in
                              --                                          
default, violation or breach under any Real Property Lease where any such
default, violation or breach, either individually or together with any other
such defaults, violations or breaches, would reasonably be expected to have a
material adverse effect on the assets, business or financial condition of the
Station, and no event has occurred and is continuing that constitutes or, with
notice or the passage of time or both, would constitute a material default,
violation or breach thereunder.

     6.7  Title to and Condition of Personal Property.  Schedule 6.7 lists all
          -------------------------------------------   ------------          
Personal Property which has an individual value of $1,000 or more.  Except as
described in Schedule 6.7, 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.

     6.8  Intellectual Property.  Schedule 6.8 contains a true and complete
          ---------------------   ------------                             
list and description of all Intellectual Property.  The Intellectual Property is
either owned or validly licensed by Seller and Schedule 6.8 identifies which
                                               ------------                 
Intellectual Property is so owned and which is so licensed.  Seller has
delivered to Buyer copies of all material documents regarding any Intellectual
Property, if any, establishing such rights, licenses or other authority.  Seller
has no knowledge of any pending or 

                                       12
<PAGE>
 
threatened proceeding or litigation affecting, or with respect to, any
Intellectual Property. Seller is in compliance in all material respects with the
terms of any license of any Intellectual Property and Seller has received no
notice and Seller has no knowledge of any infringement or unlawful use of any
Intellectual Property. The conduct of the business of the Station does not
infringe the rights of any third party in respect of any Intellectual Property.
Seller has not sold, licensed or otherwise disposed of any Intellectual Property
to any Person and Seller has not agreed to indemnify any Person for any patent,
trademark or copyright infringement. Schedule 6.8 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.

     6.9  Contracts.  (a)  Schedule 6.9 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 6.7 and (ii) licenses for Intellectual Property which are described in
- ------------      --                                                           
Schedule 6.8.
- ------------ 

     (b)  Seller has delivered to Buyer true and complete copies of all written
Contracts, or true and complete memoranda describing the terms of all oral
Contracts.  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, would reasonably be expected to have a
material adverse effect on the assets, business or financial condition of the
Station.  Seller has not granted or been granted any material waiver or
forbearance with respect to any of the Contracts.  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, would reasonably be expected to have a material
adverse effect on the assets, business or financial condition of the Station.
Except as set forth in Schedule 6.9, 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.

     6.10  Personnel Information.  (a)  Seller has 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
                                                                             

                                       13
<PAGE>
 
Schedule 6.11, if any, applicable to each such person.  Seller is not a party to
- -------------                                                                   
any agreement or arrangement, written or oral, with salaried or non-salaried
employees except as described in Schedules 6.9 and 6.11.  Except as described in
                                 ----------------------                         
Schedule 6.10, Seller has no 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 6.11, Seller is not a party to or
                                 -------------                             
subject to any Contract with any labor organization, nor has 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
Seller at the Station.  There are no pending unfair labor practice charges
relating to the Station and there are no pending or threatened strikes,
arbitration proceedings involving labor matters or other labor disputes
affecting the Station.

     6.11  Employee Benefit Plans.  Schedule 6.11 sets forth a true and
           ----------------------   -------------                      
complete list of each employee or retiree benefit or compensation plan within
the meaning 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 Seller is bound or
that is or has been established or maintained or in respect of which Seller has
ever had any obligation to contribute (each, an "Employee Plan").  Except
pursuant to an Employee Plan, Seller has no 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' com pensation. Seller has neither incurred nor 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 no
event, transaction or condition has occurred or exists which could result in any
such liability. Each of the Employee Plans has been operated and administered in
all material respects in accordance with all applicable laws, including but not
limited to ERISA and the Code. Seller has made all material contributions to all
multiemployer pension and welfare benefit plans within the meaning of Title I of
ERISA.

                                       14
<PAGE>
 
     6.12  Litigation.  Seller is not 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
                                                                   --------
6.12, there is no claim, litigation, proceeding or investigation pending or
- ----
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 Seller in connection with this Agreement or the
Time Brokerage Agreement.

     6.13  Compliance with Laws.  (a)  Seller 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.

     (b)  (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.

     6.14  Transaction with Affiliates.  Except as set forth on Schedule 6.14,
           ---------------------------                          ------------- 
all of the Stations Assets are owned or leased by Seller, and no Affiliate of
Seller or any other Person owns or leases property or is a party, including,
without limitation, as lessor or lessee, to any Contract or Real Property Lease
affecting or relating to the operations of the Station.  Neither Seller nor any
Affiliate of Seller 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
Seller and any third party pursuant to which the Station receives, as a result
of its ownership by Seller, discounts, bonuses or other favorable arrangements
that will not be available to the Station after the Closing.

     6.15  Financial Statements.  Schedule 6.15 contains true and complete
           --------------------   -------------                           
copies of the Financial Statements. The Financial Statements have been prepared
in accordance with United States generally accepted accounting principles
consistently applied. The Financial Statements accurately reflect and fairly
present in all material respects 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 liabilities or obligations (a) as and to the extent
                                                  -
expressly reflected or reserved against on the balance sheet of the Station as
of March 31, 1996 included in the Financial Statements, (b) incurred since March
                                                         -
31, 1996 in the ordinary course of business, (c) 
                                              -

                                       15
<PAGE>
 
which in the aggregate are not material to Seller or (d) disclosed on Schedule
                                                      -               --------
6.15, Seller has no liabilities or obligations of any nature, whether accrued,
- ----
absolute, contingent or otherwise, relating to the Station.

     6.16  Absence of Changes or Events.  Except as disclosed in Schedule 6.16,
           ----------------------------                          ------------- 
since March 31, 1996, the operations and business of the Station have been
conducted in all material respects only in the ordinary course and Seller has
not, except in the ordinary course of business, purchased, sold, assigned or
otherwise transferred any of the Station Assets.

     6.17  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 6.17, which shows all insurance policies held by
                  -------------                                            
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.  All
such insurance policies are in full force and effect.

     6.18  Taxes.  Except for any Taxes imposed in connection with the Time
           -----                                                           
Brokerage Agreement, no event has occurred or condition exists that could result
in any liability being imposed on Buyer by any taxing authority for any Taxes
due or to become due of 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.

     6.19  Environmental Matters.  (a)  Except as set forth in the Phase I
           ---------------------                                          
Environmental Site Assessment for WWRC Radio Transmission Site, 6000 Ager Road,
Hyattsville, Maryland, dated June 1996, prepared by Greenhorne & O'Mara, Inc.
(the "Phase I"), all operations and uses of the Owned Real Property and the
premises which are the subject of the Real Property Leases are in compliance
with all Environmental Laws. Seller has 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 Seller is in compliance with the terms and
conditions of all such permits. Seller has not received any notice, and Seller
is not aware of, any administrative or judicial investigations, proceedings or
actions with respect to violations, alleged or proven, of Environmental Laws by
Seller or any tenants or subtenants of Seller, or otherwise involving the Owned
Real Property or the premises which are the subject of the Real Property Leases.

     (b)  Except as set forth in the Phase I, there has been no release (nor is
there any substantial threat of a release) of any Hazardous Substance at or from
the Owned Real Property or the premises which are the subject of the Real
Property Leases in amounts or concentrations requiring remediation under or that
would violate 

                                       16
<PAGE>
 
current Environmental Laws. Except as set forth in the Phase I, there are no
Hazardous Substances present on the Owned Real Property or the premises which
are the subject of the Real Property Leases 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, there are no underground storage tanks, or underground piping associated with
such tanks, on the Owned Real Property or the premises which are the subject of
the Real Property Leases. The representations and warranties set forth in
Sections 6.4, 6.12 and 6.13 shall not apply to environmental matters and instead
the representations and warranties set forth in this Section 6.19 shall apply.

     6.20  Bankruptcy.  No insolvency proceedings of any character, including,
           ----------                                                         
without limitation, bankruptcy, receivership, reorganization, composition or
arrangement with creditors, voluntary or involuntary, affecting Seller or any of
the Station Assets, are pending or threatened, and Seller has not 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.

     6.21  Station Assets.  Except as set forth in Schedule 6.21, Seller has
           --------------                          -------------            
good and valid title to the Station Assets free and clear of all Liens, except
for Permitted Liens.  Seller owns or has the right to use all of the Station
Assets necessary to operate the Station as currently conducted.

     6.22  Foreign Investment in Real Property Tax Act.  Seller is not a
           -------------------------------------------                  
"foreign person" within the meaning of Section 1445 of the Code, and Seller
shall deliver to Buyer at Closing an affidavit to this effect.

     6.23  Disclosure.  None of this Agreement or any certificate or other
           ----------                                                     
document delivered in connection with the transactions contemplated by this
Agree ment 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 mis leading.


                                  ARTICLE VII

                              COVENANTS OF SELLER
                              -------------------

     7.1  Interim Operation.  Except (a) as provided by or in furtherance
          -----------------           -                                  
of the Time Brokerage Agreement, (b) as permitted by this Agreement or (c) with
                                  -                                     -      
the prior written consent of Buyer:

                                       17
<PAGE>
 
     (a) Seller shall not take any action which could result in the business or
  operations of the Station not being conducted in the ordinary course of
  business, consistent with past practices, and Seller shall not take any action
  which could adversely effect the ongoing operations and assets of the Station;

     (b) Seller shall not 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) Seller shall not create, assume or permit to exist any Lien of any
  nature whatsoever (except Permitted Liens) 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) Seller shall operate the Station in all material respects in ac
  cordance 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
  prose cute 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 proceeding for the suspension, revocation or material
  adverse modification of any of the Station Licenses;

     (e) Seller shall not waive any material right under any Non-LMA Contract or
  Station License;

     (f) Seller shall not enter into any Non-LMA Contracts relating to the
  Station or the Station Assets;

     (g) 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) Seller shall maintain the insurance policies on the Station and the
  Station Assets listed in Schedule 6.17 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, 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 

                                       18
<PAGE>
 
this Agreement and the Closing Date, Seller shall give Buyer and Buyer's
counsel, accountants, lenders, engineers and other representatives, reasonable
access during normal business hours to all of 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.  Seller at its own cost shall use all reasonable
          --------------------                                       
best efforts to obtain the consent of any third parties listed on Schedule 4.3
                                                                  ------------
6.3 or 6.8 necessary for the assignment to Buyer of any Contract to be assigned
- ----------
hereunder or under the Time Brokerage Agreement.

     7.4  Notification.  At all times prior to the Closing, Seller 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
representation or warranty of Seller made in this Agreement to be true and
complete in all material respects, promptly upon becoming aware of the same.

     7.5  No Inconsistent Action.  Seller shall not 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.
Seller shall not willfully take any action that would disqualify or impair
Seller as (a) assignor of the Station Licenses or (b) licensee, owner and
           -                                       -                     
operator of the Station.

     7.6  Estoppel Certificates; Consent and Waiver.  Subject to Section
          -----------------------------------------                     
11.1(c)(v), Seller 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.


                                 ARTICLE VIII

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

     Buyer and 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 transactions contemplated by this Agreement.

                                       19
<PAGE>
 
     8.2  Control of Station.  Without in any way limiting the rights and
          ------------------                                             
obligations of the parties under the 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 Seller and, subject to the provisions of Article VII, shall be in its
complete discretion.

     8.3  Employees.   As of the Commencement Date (as defined in the Time
          ---------                                                       
Brokerage Agreement), Seller shall terminate all of the Station's employees,
except as otherwise provided in the Time Brokerage Agreement.  Seller shall be
liable for all severance and other benefits to which those persons employed by
the Station on or prior to the Commencement Date are entitled as a result of
their employment by Seller prior to the Commencement Date under all Employee
Plans, applicable law or otherwise.

     8.4  Renewal of Contracts.   Prior to the Closing, 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
Agree ment and the Closing Date, provided that any such renewal shall be on
terms and conditions reasonably satisfactory to Buyer.

     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.

     (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.

                                       20
<PAGE>
 
                                  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 Seller 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 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 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.  Seller shall have made all the deliveries set forth in 
          ----------
Section 11.1.

     9.5  WEBR.  Buyer or one or more of its Affiliates shall have acquired
          ----                                                             
substantially all of the assets of radio station WEBR (FM), Washington, D.C.

                                       21
<PAGE>
 
                                   ARTICLE X

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

     The obligations of Seller 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 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 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 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  WEBR.  Seller shall have transferred substantially all of the
           ----                                                         
assets of radio station WEBR (FM), Washington, D.C., to Buyer or one or more of
its Affiliates.

                                       22
<PAGE>
 
                                  ARTICLE XI

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

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

     (a) certificate of 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) opinion of counsel to Seller, dated the Closing Date, in form and
  substance reasonably satisfactory to Seller and Buyer;

     (c) 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 Real Property Leases;

     (iii) assignments of the Station Licenses;

     (iv) bills of sale for all Personal Property;

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

     (vi) assignment of the Intellectual Property set forth on Schedule 6.8; and
                                                               ------------

     (vii) assignments of any Non-LMA Contracts;

     (d) certified resolutions of the board of directors of Seller, authorizing
  the execution, delivery and performance of this Agreement and the Time
  Brokerage Agreement;

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

                                       23
<PAGE>
 
     (f) 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 Seller the following:

     (a) certificate of Buyer, dated the Closing Date, in form and substance
  reasonably satisfactory to Seller, certifying to the fulfillment of the
  conditions specified in Section 10.1;

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

     (c) instruments, in form and substance reasonably satisfactory to counsel
  to Seller, pursuant to which Buyer assumes pursuant to Article III the
  obligations, liabilities, commitments and responsibilities with respect to the
  Station Assets;

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

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

     (f) such other documents as may be reasonably requested by Seller's
  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) all costs related to title insurance and
                           -
  surveys with respect to the transfer of the Owned Real Property and (ii) any
                                                                       --
  and all Taxes that may be imposed by any taxing authority in the nature of
  sales or use Taxes as a result of the transfer of the Station Assets from
  Seller to Buyer; and

                                       24
<PAGE>
 
     (b) all other costs and expenses of transferring the Station Assets shall
  be divided equally between Buyer and Seller.

As between Buyer and Seller, 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 Seller 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 Seller harmless from and against any and all
claims, losses, liabilities and expenses (in cluding 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  Seller's Representation and Agreement to Indemnify.  Seller
           --------------------------------------------------         
represents and warrants to Buyer 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.  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 Seller.

                                       25
<PAGE>
 
                                  ARTICLE XIV

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

     14.1  Indemnification by Seller.  (a)  General.  Seller agrees to indemnify
           -------------------------        -------                   
and hold harmless Buyer, its Affiliates and the 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 Seller herein
  or in any certificate, document or instrument delivered to Buyer pursuant to
  Section 11.1;

     (ii) any failure of Seller to perform any covenant or agreement here under;

     (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 under Article III;

     (iv) any liabilities, obligations, commitments, responsibilities of Seller
  not expressly assumed by Buyer under Article III;

     (v) 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 Seller, or any of its predecessors or Affiliates; and

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

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

     (i) Notwithstanding anything in Section 14.1(a) of this Agreement to the
  contrary, Seller 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)

                                       26
<PAGE>
 
  exceeds $200,000; provided that if the aggregate amount of such Losses exceeds
                    --------                                                    
  such amount, Seller shall be required to indemnify Buyer Indemnitees for all
  Losses indemnifiable under Section 14.1(a)(i) without regard to such $200,000
  limitation.

     (ii)  Seller's 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 Agree ment 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 16.1,
          ----------------                                              
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 in struments delivered by Seller in connection herewith.

     14.2  Indemnification by Buyer.  (a)  General.  Buyer agrees to indemnify 
           ------------------------        -------                  
and hold harmless Seller, its Affiliates and the officers, directors, em
ployees, agents, advisers and representatives of each such Person ("Seller
Indemnitees") from and against, and pay or reimburse Seller 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 Seller
  pursuant to Section 11.2;

     (ii) any failure of Buyer to perform any covenant or agreement hereunder;

     (iii) any liabilities, obligations, commitments or responsibilities of
  Seller expressly assumed by Buyer under Article III; 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 Seller not
  expressly assumed by Buyer under Article III or results from any inaccuracy of
  any representation or warranty made by Seller herein or in any certificate,

                                       27
<PAGE>
 
  document or instrument delivered to Buyer pursuant to Section 11.2 or any
  failure of Seller to perform any covenant or agreement hereunder.

     (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 Seller Indemnitees for all
  Losses indemnifiable under Section 14.2(a)(i) without regard to such $200,000
  limitation.

     (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 Seller Indemnitee under this Agreement
  for breach of a representation or warranty contained in this Agree ment 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 Seller Indemnitees with respect to any legal, equitable
or other claim for relief based upon this Agreement or the certificates,
documents and in struments 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 Indemnifying 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 indem nification obligation
under this Agreement except to the extent that such omission 

                                       28
<PAGE>
 
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 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 litiga tion 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
           -----------                                                   
or Seller 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 Seller:

     (i) if the Closing has not occurred by June 30, 1997;

                                       29
<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 Seller;

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

     (iv) if 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
  Seller's receipt of written notice from Buyer that such default exists or has
  occurred.

     (c)  by Seller:

     (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 material respect and such breach is not cured within 10
  Business Days of Buyer's receipt of written notice from Seller 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 notice from Seller 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

                                       30
<PAGE>
 
liability to any Person in respect hereof, except that the provisions of Article
XII, Article XVI and Sections 17.2 and 17.7 shall survive any such termination.


                                  ARTICLE XVI

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

     16.1  Specific Performance.  Seller recognizes that, in the event 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, 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
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 Seller 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 Seller is in
material breach or default hereunder, then Buyer shall be entitled to seek
monetary damages.


                                 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 Seller.  Seller shall repair,
replace and restore to its prior condition any material damage to or loss of
Station Assets as soon as possible.  If Seller is unable or fails 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 Seller shall
assign to Buyer at Closing Seller's rights under any insurance policy or pay
over to Buyer all proceeds of insurance covering such Station Asset's damage,

                                       31
<PAGE>
 
destruction or loss or (c) delay the Closing Date until a date within 15
                        -                                               
Business Days after Seller gives written notice to Buyer of completion of the
restoration or re placement 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, Seller and Buyer shall file an
appropriate request with the FCC for an extension of time within which to
complete the Closing.

     17.2  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 or
written) regarding the transactions contemplated by this Agreement.

     17.3  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 Seller may assign this Agreement
without the prior written consent of Buyer, in the case of any such assignment
by Seller, or Seller, 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 Seller 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) Buyer and Seller may each assign
                                        ---                                  
its rights, but not its obligations, under this Agreement to the extent
permitted under subsection (b) of this Section 17.3, provided that any such
assignment does not delay the Closing Date.

     (b) Each party acknowledges that the other party may desire to effect this
transaction as a part of an exchange of the Station Assets for other property of
like kind within the meaning of section 1031 of the Code. Buyer and Seller may
each assign its 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 the
- --------                                                                      
other party and without the other party otherwise incurring any liability
thereby and provided, further, that any such assignment shall not relieve either
            --------  -------                                                   
party from any of its obligations under this Agreement.  Each party shall
cooperate with the other party to effectuate any such exchange, provided that
                                                                --------     
such cooperation would not result in any additional cost or expense to such
party and such party would not otherwise incur any liability thereby.  Without
limiting the generality of this subsection (b), if either party has given notice
of its intention to effect the transactions contemplated by this Agreement as
part of a like-kind exchange within the meaning of section 1031 of the Code, (i)
                                                                              - 
the other party shall promptly provide the first party with written
acknowledgment of such notice and (ii) Seller shall at the Closing accept the
                                   --                                        
payment of the Purchase Price 

                                       32
<PAGE>
 
from the "qualified intermediary" rather than from Buyer (which payment shall
discharge the obligation of Buyer under subsection (a) of Section 2.4, only if
and to the extent Seller actually receives such payment from the "qualified
intermediary" and Seller's right to such payment is not legally or otherwise
impaired), and assign, transfer and convey the Station Assets to Buyer.

     17.4  No Third Party Beneficiaries.  Except as provided in Article XIV
           ----------------------------                                    
and Section 17.3(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.

     17.5  Nature of  Representations and Warranties; Entire Agreement;
           ------------------------------------------------------------
Amendments, etc.  (a)  It is the explicit intent and understanding of each of
- ---------------                                                              
the parties hereto that neither party nor any of its Affiliates, representatives
or agents is making any representation or warranty whatsoever, oral or written,
express or implied, other than those set forth in Articles V and VI.

     (b)  This Agreement, the Time Brokerage Agreement, the Confidentiality
Agreement, dated May 29, 1996, among Buyer, Evergreen Media Corporation of the
Bay State, WKLB License Corp., Greater Media, Inc. and Seller, 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 relating to the matters provided for herein or therein.

     (c) 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.

     17.6  Interpretation.  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. References herein to "Seller's knowledge" or
the "knowledge of Seller" shall mean the actual knowledge of Thomas J. Milewski.
References herein to "Buyer's knowledge" or the "knowledge of Buyer" shall mean
the actual knowledge of Scott K. Ginsburg.

     17.7  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.

     17.8  Notices.  All notices, requests, demands, letters, waivers and
           -------                                                       
other communications required or permitted to be given under this Agreement
shall be in writing 

                                       33
<PAGE>
 
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 Seller:

        Greater Washington Radio, Inc.
        P.O. Box 1059
        Two Kennedy Boulevard
        East Brunswick, New Jersey 08816
        Attention:  Mr. Thomas J. Milewski
        Phone:  (908) 247-6161
        Fax:  (908) 247-4956

Copy to:

        Debevoise & Plimpton
        875 Third Avenue
        New York, New York  10022
        Attention:  Richard D. Bohm, Esq.
        Phone:  (212) 909-6226
        Fax:    (212) 909-6836

To Buyer:

        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

                                       34
<PAGE>
 
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.

     17.9  Counterparts.  This Agreement may be executed in counterparts, both 
           ------------                                                  
of which will be deemed an original and both of which together will constitute
one and the same instrument.

     17.10  Further Assurances.  Seller shall at any time and from time to
            ------------------                                            
time after the Closing execute and deliver to Buyer such further assignments,
conveyances and other written assurances as Buyer may reasonably request in
order to vest and confirm in Buyer (or its permitted assignees) the title and
rights to and in all of the Station Assets to be and intended to be assigned,
transferred and conveyed hereunder. After the Closing, Buyer and 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 Buyer or Seller, as the case may be, to effectuate this Agreement.

                                       35
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have caused this Agree ment to be
duly executed as of the date first written above.

                                                EVERGREEN MEDIA CORPORATION
                                                   OF LOS ANGELES


                                                By: ____________________________
                                                    Name:_______________________
                                                    Title:______________________


                                                GREATER WASHINGTON RADIO, INC.


                                                By: ____________________________
                                                    Name:_______________________
                                                    Title:______________________

                                       36
