
<PAGE>
                                                                    EXHIBIT 2.18

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                            ASSET EXCHANGE AGREEMENT


                                     Among


                  EVERGREEN MEDIA CORPORATION OF LOS ANGELES,


                 EVERGREEN MEDIA CORPORATION OF THE BAY STATE,


                              WKLB LICENSE CORP.,


                           GREATER MEDIA RADIO, INC.


                                      and


                         GREATER WASHINGTON RADIO, INC.



                           Dated as of June 13, 1996


================================================================================
<PAGE>
 
                               TABLE OF CONTENTS

                                                                            Page

ARTICLE I     DEFINITIONS................................................     2

ARTICLE II    EXCHANGE OF ASSETS.........................................     7
     2.1   Exchange of  Personal Property and Records....................     7
     2.2   Exchange of Real Property Leases..............................     7
     2.3   Exchange of Non-LMA Contracts.................................     8
     2.4   Exchange of Station Licenses..................................     8
     2.5   Exchange of Intellectual Property.............................     8
     2.6   Appraisals; Tax Reporting.....................................     8
     2.7   Excluded Assets...............................................     9
     2.8   Liens.........................................................    11
     2.9   Assumption of Liabilities.....................................    11

ARTICLE III   CLOSING....................................................    12
     3.1   Closing.......................................................    12

ARTICLE IV    GOVERNMENTAL CONSENTS......................................    12
     4.1   FCC Consent...................................................    12
     4.2   Compliance with HSRA..........................................    13
     4.3   Other Governmental Consents...................................    13

ARTICLE V     REPRESENTATIONS AND WARRANTIES OF GMI......................    13
     5.1   Organization and Standing.....................................    13
     5.2   Authorization and Binding Obligation..........................    13
     5.3   Absence of Conflicting Agreements or Required Consents........    14
     5.4   Governmental Authorization....................................    14
     5.5   Washington Real Property Leases...............................    15
     5.6   Title to and Condition of Washington Personal Property........    15
     5.7   Washington Intellectual Property..............................    16
     5.8   Washington Contracts..........................................    16
     5.9   Personnel Information.........................................    17
     5.10  Employee Benefit Plans........................................    17
     5.11  Litigation....................................................    18
     5.12  Compliance with Laws..........................................    18
     5.13  Transaction with Affiliates...................................    19
     5.14  Washington Financial Statements...............................    19
     5.15  Absence of Changes or Events..................................    19
<PAGE>
 
     5.16  Insurance.....................................................    19
     5.17  Taxes.........................................................    19
     5.18  Environmental Matters.........................................    20
     5.19  Bankruptcy....................................................    20
     5.20  Washington Assets.............................................    20
     5.21  Foreign Investment in Real Property Tax Act...................    21
     5.22  Disclosure....................................................    21

ARTICLE VI    REPRESENTATIONS AND WARRANTIES OF EVERGREEN................    21
     6.1   Organization and Standing.....................................    21
     6.2   Authorization and Binding Obligation..........................    21
     6.3   Absence of Conflicting Agreements or Required Consents........    22
     6.4   Governmental Authorization....................................    22
     6.5   Boston Real Property Leases...................................    23
     6.6   Title to and Condition of Boston Personal Property............    23
     6.7   Boston Intellectual Property..................................    24
     6.8   Boston Contracts..............................................    24
     6.9   Personnel Information.........................................    25
     6.10  Employee Benefit Plans........................................    25
     6.11  Litigation....................................................    26
     6.12  Compliance with Laws..........................................    26
     6.13  Transaction with Affiliates...................................    26
     6.14  Boston Financial Statements...................................    27
     6.15  Absence of Changes or Events..................................    27
     6.16  Insurance.....................................................    27
     6.17  Taxes.........................................................    27
     6.18  Environmental Matters.........................................    27
     6.19  Bankruptcy....................................................    28
     6.20  Boston Assets.................................................    28
     6.21  Foreign Investment in Real Property Tax Act...................    28
     6.22  Disclosure....................................................    28

ARTICLE VII   COVENANTS OF THE PARTIES...................................    29
     7.1   Interim Operation.............................................    29
     7.2   Access to the Stations........................................    30
     7.3   Third-Party Consents..........................................    30
     7.4   Notification..................................................    31
     7.5   No Inconsistent Action........................................    31
     7.6   Estoppel Certificates; Consent and Waiver.....................    31

ARTICLE VIII  ADDITIONAL COVENANTS.......................................    32
     8.1   Reasonable Best Efforts.......................................    32
     8.2   Control of Stations...........................................    32

                                      ii
<PAGE>
 
     8.3   Employees.....................................................    32
     8.4   Renewal of Contracts..........................................    32
     8.5   Post-Closing Covenants........................................    33
     8.6   Fairbanks Agreement...........................................    33

ARTICLE IX    CONDITIONS PRECEDENT TO GMI'S OBLIGATION TO
              CLOSE......................................................    33
     9.1   Representations, Warranties and Covenants.....................    33
     9.2   Governmental Consents.........................................    34
     9.3   Adverse Proceedings...........................................    34
     9.4   Deliveries....................................................    34
     9.5   WWRC..........................................................    34

ARTICLE X     CONDITIONS PRECEDENT TO EVERGREEN'S OBLIGATION TO CLOSE....    34
     10.1  Representations, Warranties and Covenants.....................    34
     10.2  Governmental Consents.........................................    35
     10.3  Adverse Proceedings...........................................    35
     10.4  Deliveries....................................................    35
     10.5  WWRC..........................................................    35

ARTICLE XI    DOCUMENTS TO BE DELIVERED AT THE CLOSING...................    35
     11.1  Documents to be Delivered by Evergreen........................    35
     11.2  Documents to be Delivered by GMI..............................    36

ARTICLE XII   TRANSFER TAXES; FEES AND EXPENSES..........................    38
     12.1  Transfer Taxes and Similar Charges............................    38
     12.2  Expenses......................................................    38

ARTICLE XIII  BROKER'S COMMISSION OR FINDER'S FEE........................    38
     13.1  GMI's Representation and Agreement to Indemnify...............    38
     13.2  Evergreen's Representation and Agreement to Indemnify.........    39

ARTICLE XIV   INDEMNIFICATION............................................    39
     14.1  Indemnification by Evergreen..................................    39
     14.2  Indemnification by GMI........................................    41
     14.3  Indemnification Procedures....................................    42

ARTICLE XV    TERMINATION RIGHTS.........................................    43
     15.1  Termination...................................................    43
     15.2  Liability.....................................................    45

                                      iii
<PAGE>
 
ARTICLE XVI   REMEDIES UPON DEFAULT......................................    45
     16.1  GMI's Remedies; Specific Performance..........................    45
     16.2  Evergreen's Remedies; Specific Performance....................    45

ARTICLE XVII  OTHER PROVISIONS...........................................    46
     17.1  Risk of Loss..................................................    46
     17.2  Publicity.....................................................    47
     17.3  Benefit and Assignment........................................    47
     17.4  No Third-Party Beneficiaries..................................    47
     17.5  Nature of Representations and Warranties;
           Entire Agreement; Amendments, etc.............................    47
     17.6  Interpretation................................................    48
     17.7  Choice of Law; Jurisdiction...................................    48
     17.8  Notices.......................................................    48
     17.9  Counterparts..................................................    49
     17.10 Further Assurances............................................    50

                                      iv
<PAGE>
 
SCHEDULES

4.3    Other Governmental Consents
5.1    Jurisdictions of Qualification
5.3    GMI's Required Consents
5.4    Washington Station Licenses and Governmental Consents
5.5    Washington Real Property Leases
5.6    Washington Personal Property
5.7    Washington Intellectual Property
5.8    Washington Contracts
5.9    Washington Personnel Information
5.10   Washington Employee Plans
5.11   Litigation Involving GMI
5.13   Transactions with Affiliates of GMI
5.14   Washington Financial Statements
5.15   Absence of Changes or Events with respect to Washington Station
5.16   Insurance for Washington Assets
5.18   Washington Environmental Matters
5.20   Washington Assets
6.1    Jurisdictions of Qualification
6.3    Evergreen's Required Consents
6.4    Boston Station Licenses and Governmental Consents
6.5    Boston Real Property Leases
6.6    Boston Personal Property
6.7    Boston Intellectual Property
6.8    Boston Contracts
6.9    Boston Personnel Information
6.10   Boston Employee Plans
6.11   Litigation Involving Evergreen
6.13   Transactions with Affiliates of Evergreen
6.14   Boston Financial Statements
6.15   Absence of Changes or Events with respect to Boston Station
6.16   Insurance for Boston Assets
6.18   Boston Environmental Matters
6.20   Boston Assets

                                       v
<PAGE>
 
                           ASSET EXCHANGE AGREEMENT


     ASSET EXCHANGE AGREEMENT, dated as of June 13, 1996, among Evergreen Media
Corporation of Los Angeles, a Delaware corporation, Evergreen Media Corporation
of the Bay State, a Delaware corporation, WKLB License Corp., a Delaware
corporation, Greater Media Radio, Inc., a Delaware corporation, and Greater
Washington Radio, Inc., a Delaware corporation.

     WHEREAS, Evergreen Media Corporation of the Bay State ("Bay State") owns
all of the assets (other than the Boston Station Licenses (as defined herein))
used in, held for use in connection with or necessary for the conduct of the
business or operations of radio station WKLB (FM), Framingham, Massachusetts
(the "Boston Station"); and

     WHEREAS, WKLB License Corp ("Evergreen License Sub") is the licensee of the
Boston Station pursuant to certain licenses and authorizations issued by the
Federal Communications Commission (the "FCC"); and

     WHEREAS, Evergreen Media Corporation of Los Angeles ("Evergreen Media")
indirectly owns all of the issued and outstanding stock of both Bay State and
Evergreen License Sub; and

     WHEREAS, Greater Washington Radio, Inc. ("Washington Radio") owns all of
the assets used in, held for use in connection with or necessary for the conduct
of the business or operations of radio station WEBR (FM), Washington, D.C. (the
"Washington Station"); and

     WHEREAS, Washington Radio is the licensee of the Washington Station
pursuant to certain licenses and authorizations issued by the FCC; and

     WHEREAS, Greater Media Radio, Inc. ("Greater Media") owns all of the issued
and outstanding stock of Washington Radio; and

     WHEREAS, on the date hereof, Bay State, Evergreen License Sub and
Washington Radio have entered into a Time Brokerage Agreement relating to the
Boston Station (the "Boston Time Brokerage Agreement"), and, on the date hereof,
Evergreen Media and Washington Radio have entered into a Time Brokerage
Agreement relating to the Washington Station (the "Washington Time Brokerage
Agreement" and collectively with the Boston Time Brokerage Agreement, the "Time
Brokerage Agreements"); and

     WHEREAS,  Evergreen Media, Bay State and Evergreen License Sub
(collectively, "Evergreen") and Greater Media and Washington Radio
(collectively, "GMI") desire to contemporaneously exchange certain property and
assets used in, held
<PAGE>
 
for use in connection with or necessary for the conduct of the business or
operations of the Boston Station and the Washington Station (collectively, the
"Stations"); and

     WHEREAS, Evergreen and GMI intend to transfer the Stations in a transaction
that will qualify as a "like-kind exchange" for nonrecognition of taxable income
under section 1031 of the Code (as defined herein), and Evergreen and GMI are
willing to take such steps as are necessary to enable the transactions
contemplated hereby to so qualify; and

     WHEREAS, on the date hereof, Evergreen Media and Washington Radio have
entered into an Asset Purchase Agreement relating to the sale of substantially
all of the assets used in, held for use in connection with or necessary for the
conduct of the business or operations of radio station WWRC(AM), Washington,
D.C. ("WWRC"), and, on the date hereof, Evergreen Media and Washington Radio
have entered into a Time Brokerage Agreement relating to WWRC.

     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  "Boston Assets" shall mean the Boston Contracts, the Boston
Intellectual Property, the Boston Personal Property, the Boston Real Property
Leases, the Boston Records and the Boston Station Licenses.

     1.3  "Boston 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 Boston Station or the Boston Assets, including, without
limitation, those contracts, agreements, purchase orders and leases set forth on
Schedules 6.6, 6.7 and 6.8 to this Agreement, but excluding the Boston Real
- --------------------------                                                 
Property Leases.

                                       2
<PAGE>
 
     1.4  "Boston FCC Application" shall mean the application or applications
that Evergreen and GMI must file with the FCC requesting its consent to the
assignment of the Boston Station Licenses from Evergreen to GMI.

     1.5  "Boston Financial Statements" shall mean the audited balance sheets
for the Boston Station as of December 31, 1995, and the related statements of
income and retained earnings and cash flows for the fiscal year then ended.

     1.6  "Boston 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, 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 Boston Station
or the Boston Assets.

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

     1.8  "Boston 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 Boston Station or the
Boston Assets.

     1.9  "Boston 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 operations of the Boston Station or the Boston
Assets, together with all easements and other appurtenances for the benefit
thereof.

     1.10  "Boston Records" shall mean all files, records, logs, program
materials, programs, lists, music libraries, public inspection files that relate
solely to the Boston 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
Boston Station pursuant to the rules and regulations of the FCC.

                                       3
<PAGE>
 
     1.11  "Boston Station Licenses" shall mean the licenses, permits and other
authorizations issued by the FCC, the Federal Aviation Administration (the
"FAA") and any other federal, state or local governmental or regulatory
authorities in connection with the business or operations of the Boston Station
or the Boston Assets, including, without limitation, those specified in Schedule
6.4.
- --- 

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

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

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

     1.15  "Contracts" shall mean the Boston Contracts and the Washington
Contracts.

     1.16  "Cut-Off Time" shall mean 12:01 a.m., local time, on the Closing
Date.

     1.17  "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.

     1.18  "FCC Applications" shall mean the Boston FCC Application and the
Washington FCC Application.

     1.19  "FCC Consents" shall mean the action by the FCC granting each of the
FCC Applications.

     1.20  "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.

                                       4
<PAGE>
 
     1.21  "Financial Statements" shall mean the Boston Financial Statements and
the Washington Financial Statements.

     1.22  "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.

     1.23  "HSRA" shall mean the Hart-Scott-Rodino Antitrust Im provements Act
of 1976, as amended, and the regulations adopted thereunder.

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

     1.25  "Non-LMA Contracts" shall mean the Boston Non-LMA Contracts and the
Washington Non-LMA Contracts.

     1.26  "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 and (iii) Liens of landlords
                                                  ---                    
arising by operation of law for the payment of sums not yet due and payable.

     1.27  "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.

     1.28  "Real Property Leases" shall mean the Boston Real Property Leases and
the Washington Real Property Leases.

     1.29  "Station Licenses" shall mean the Boston Station Licenses and the
Washington Station Licenses.

     1.30  "Tax" shall mean any federal, state, local or foreign income,
alternative, minimum, accumulated earnings, personal holding company, franchise,
unincorporated business, capital stock, profits, windfall profits, gross
receipts, sales, use, value added, transfer, registration, stamp, premium,
excise, customs duties, severance, environmental (including taxes under section
59A of the Code), real property, personal property, ad valorem, occupancy,
license, occupation, employment, 

                                       5
<PAGE>
 
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).

     1.31  "Washington Assets" shall mean the Washington Contracts, the
Washington Intellectual Property, the Washington Personal Property, the
Washington Real Property Leases, the Washington Records and the Washington
Station Licenses.

     1.32  "Washington 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 Washington Station or the Washington Assets, including,
without limitation, those contracts, agreements, purchase orders and leases set
forth on Schedules 5.6, 5.7 and 5.8 to this Agreement, but excluding the
         --------------------------                                     
Washington Real Property Leases and the contract with Research Group, Inc.

     1.33  "Washington FCC Application" shall mean the application or
applications that GMI and Evergreen must file with the FCC requesting its
consent to the assignment of the Washington Station Licenses from GMI to
Evergreen.

     1.34  "Washington Financial Statements" shall mean (i) the unaudited
balance sheets for the Washington 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
                      --                                                
Washington 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.

     1.35  "Washington 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, 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 Washington
Station or the Washington Assets.

     1.36  "Washington Non-LMA Contracts" shall mean those Washington Contracts
which are not assigned to Evergreen as of the Commencement Date (as defined in
the Washington Time Brokerage Agreement) because the requisite third

                                       6
<PAGE>
 
party consents had not been obtained by that date but which will be assigned to
Evergreen as of the date such third party consents are obtained.

     1.37  "Washington 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 Washington
Station or the Washington Assets.

     1.38  "Washington 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 operations of the Washington Station or the
Washington Assets, together with all easements and other appurtenances for the
benefit thereof.

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

     1.40  "Washington Station Licenses" shall mean the licenses, permits and
other authorizations issued by the FCC, the FAA and any other federal, state or
local governmental or regulatory authorities in connection with the business or
operations of the Washington Station or the Washington Assets, including,
without limitation, those specified in Schedule 5.4.
                                       ------------ 


                                   ARTICLE II

                               EXCHANGE OF ASSETS
                               ------------------

      2.1  Exchange of  Personal Property and Records.  At the Closing, (a)
           ------------------------------------------                    - 
Evergreen shall assign, transfer, convey and deliver or cause to be assigned,
transferred, conveyed or delivered to GMI (i) the Boston Personal Property and
                                           -                                  
(ii) the Boston Records and (b) GMI shall assign, transfer, convey and deliver
- ---                          -                                                
or cause to be assigned, transferred, conveyed or delivered to Evergreen (i)
                                                                          -  
the Washington Personal Property and (ii) the Washington Records.
                                      --                         

      2.2  Exchange of Real Property Leases.  At the Closing, (a) Evergreen
           --------------------------------                    -           
shall assign or cause to be assigned to GMI all of its rights and privileges
under the Boston Real Property Leases which have not been assigned to GMI under
the Boston

                                       7
<PAGE>
 
Time Brokerage Agreement and (b) GMI shall assign or cause to be assigned to
                              -                                             
Evergreen all of its rights and privileges under the Washington Real Property
Leases which have not been assigned to Evergreen under the Washington Time
Brokerage Agreement.

      2.3  Exchange of Non-LMA Contracts.  At the Closing, (a) Evergreen shall
           -----------------------------                    -                 
assign or cause to be assigned to GMI all of its rights and privileges under the
Boston Non-LMA Contracts and (b) GMI shall assign or cause to be assigned to
                              -                                             
Evergreen all of its rights and privileges under the Washington Non-LMA
Contracts.

      2.4  Exchange of Station Licenses.  At the Closing, (a) Evergreen shall
           ----------------------------                    -                 
assign or cause to be assigned to GMI all of Evergreen's right, title and
interest in and to the Boston Station Licenses and (b) GMI shall assign or cause
                                                    -                           
to be assigned to Evergreen all of GMI's right, title and interest in and to the
Washington Station Licenses.

      2.5  Exchange of Intellectual Property.  At the Closing, (a) Evergreen
           ---------------------------------                    -           
shall assign or cause to be assigned to GMI the Boston Intellectual Property and
(b) GMI shall assign or cause to be assigned to Evergreen the Washington
 -                                                                      
Intellectual Property.

      2.6  Appraisals; Tax Reporting.  (a)  Evergreen and GMI agree that the
           -------------------------                                        
fair market value of each asset included in the Washington Assets and the Boston
Assets will be determined on the basis of the appraisals (the "Appraisals")
prepared by the firm of Bond & Pecaro, whose fee and expenses shall be equally
borne by Evergreen and GMI.  The parties shall direct Bond & Pecaro to deliver
Appraisals within 30 days from the Closing and to set forth in the Appraisals
the fair market value of each asset included in the Washington Assets and the
Boston Assets.

     (b)  Within 30 days of receipt of the Appraisals, GMI shall prepare a draft
schedule (the "Draft Section 1031 Schedule") that sets forth the "exchange
groups" and "residual group" (each within the meaning of Treas. Reg. section
1.1031(j)-1) together with each asset included in the Washington Assets and the
Boston Assets that belongs to the relevant exchange group or residual group, and
send the Draft Section 1031 Schedule to Evergreen for review.  Within 30 days of
receipt of the Draft Section 1031 Schedule, Evergreen shall send to GMI written
comments thereon.  Evergreen and GMI shall cooperate in good faith to resolve
any issues relating to the Draft Section 1031 Schedule in order to agree on a
single section 1031 schedule (the "Section 1031 Schedule").

     (c)  Each of Evergreen and GMI shall cause to be prepared in a timely
fashion a draft of IRS Form 8824 for itself on the basis of the Appraisals and
the Section 1031 Schedule.  Each of Evergreen and GMI shall deliver drafts of
their

                                       8
<PAGE>
 
respective IRS Forms 8824 to the other for approval, which approval shall not be
unreasonably withheld or delayed.

     (d)  Each of Evergreen and GMI shall cause to be prepared in a timely
fashion a draft of IRS Form 8594 for itself in a manner consistent with the
Appraisals, the Section 1031 Schedule and IRS Form 8824 prepared in accordance
with clauses (b) and (c) above, reflecting (x) the allocation of consideration
                                            -                                 
exchanged by it among the assets acquired based on the respective fair market
values of the relevant assets as set forth in the Appraisals and in accordance
with section 1060 of the Code and (y) such other information as required by
                                   -                                       
section 1060 of the Code and IRS Form 8594.  Each of Evergreen and GMI shall
deliver drafts of their respective IRS Forms 8594 to the other for approval,
which approval shall not be unreasonably withheld or delayed.

     (e)  Each of Evergreen and GMI shall report the transactions contemplated
hereby as a "like-kind exchange" to the maximum extent permissible under section
1031 of the Code, consistent with the Appraisals, the Section 1031 Schedule, and
IRS Forms 8594 and 8824 prepared in accordance with clauses (c) and (d) above,
and shall not take, and shall cause their respective Affiliates,
representatives, successors and assigns not to take, any position on any
federal, state or local tax return or report, or in any tax examination, tax
audit or tax litigation, inconsistent with such reporting position, the
Appraisals, the Section 1031 Schedule or such IRS Form 8594 or 8824, provided
                                                                     --------
that either party may settle any tax audit or litigation if, in the reasonable,
good faith judgment of such party, to do so will be in the best interest of such
party, provided, however, that such party shall in good faith consult the other
       --------  -------                                                       
party regarding such tax audit or litigation before settling such tax audit or
litigation.  Each of Evergreen and GMI shall promptly give the other notice of
any disallowance of or challenge to such reporting by any taxing authority.

     (f)  Each of Evergreen and GMI shall cooperate with the other, including,
without limitation, in preparing IRS Forms 8594 and 8824 and executing all
necessary agreements and documents, to the extent necessary for Evergreen and
GMI to treat the exchange of the Washington Assets for the Boston Assets and the
exchange of the Boston Assets for the Washington Assets as a "like-kind
exchange" pursuant to section 1031 of the Code.

     (g)  Notwithstanding any other provision of this Agreement, the provisions
of this Section 2.6 shall survive the Closing without limitation.

      2.7  Excluded Assets.  (a)  Notwithstanding anything to the contrary set
           ---------------                                                    
forth herein, the Boston Assets shall not include the following:

                                       9
<PAGE>
 
          (i) all accounts receivable arising out of or relating to the
     operation of the Boston Station before 12:01 a.m., local time, on the
     Commencement Date (as defined in the Boston Time Brokerage Agreement);

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

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

          (iv) 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 what soever relating to Taxes and fees for which Evergreen is the
     responsible party;

          (v) without in any way limiting GMI's rights under the Time Brokerage
     Agreements, Evergreen's cash on hand as of the Cut-Off Time and all other
     cash in any bank account of Evergreen; any and all cash equivalents,
     certificates of deposit, bonds, repurchase agreements, letters of credit,
     mar ketable securities, or other similar items;

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

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

     (b)  Notwithstanding anything to the contrary set forth herein, the
Washington Assets shall not include the following:

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

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

                                       10
<PAGE>
 
          (iii) all books, records, and other intangible assets related solely
     to GMI's internal corporate matters and not related to the operation of the
     Washington Station;

          (iv) 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 what soever relating to Taxes and fees for which GMI is the
    responsible party;

          (v) without in any way limiting Evergreen's rights under the Time
     Brokerage Agreements, GMI's cash on hand as of the Cut-Off Time and all
     other cash in any bank account of GMI; any and all cash equivalents,
     certificates of deposit, bonds, repurchase agreements, letters of credit,
     mar ketable securities, or other similar items;

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

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

      2.8  Liens.  Evergreen covenants that the Boston Assets shall be assigned
           -----                                                               
to GMI free and clear of all Liens, except for Permitted Liens.  GMI covenants
that the Washington Assets shall be assigned to Evergreen free and clear of all
Liens, except for Permitted Liens.

      2.9  Assumption of Liabilities.  (a)  Evergreen shall not assume or
           -------------------------                                     
undertake to pay, satisfy or discharge any liabilities, obligations, commitments
or responsibilities of GMI except for those arising under Washington Contracts
and Washington Real Property Leases assumed by Evergreen under the Washington
Time Brokerage Agreement or this Agreement and then with respect to any such
Washington Contract or Washington Real Property Lease only those liabilities,
obligations, commitments and responsibilities accruing after and relating
exclusively to the operation of the Washington Station after the date on which
such Washington Contract or Washington Real Property Lease was assumed.

     (b)  GMI shall not assume or undertake to pay, satisfy or discharge any
liabilities, obligations, commitments or responsibilities of Evergreen except
for those arising under Boston Contracts or Boston Real Property Leases assumed
by GMI under the Boston Time Brokerage Agreement or this Agreement and then with
respect to any such Boston Contract or Boston Real Property Lease only those
liabilities, obligations, commitments and responsibilities accruing after and
relating exclusively to the operation of the Boston Station after the date on
which such Boston Contract or Boston Real Property Lease was assumed.

                                       11
<PAGE>
 
                                  ARTICLE III

                                    CLOSING
                                    -------
      3.1  Closing.  Subject to the terms and conditions of this Agreement, the
           -------                                                             
closing of this transaction (the "Closing") shall take place on a Business Day
to be agreed upon by the parties hereto 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.
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.


                                   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 GMI and
Evergreen shall file the FCC Applications.  GMI and Evergreen shall thereafter
prosecute the FCC Applications with all reasonable diligence and otherwise use
their reasonable best efforts to obtain the grant of the FCC Applications 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 either 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
either FCC Consent, the party or parties affected shall vigorously oppose such
efforts for reconsideration or judicial review; provided further, however, that
                                                -------- -------  -------      
nothing herein shall be construed to limit a party's right to terminate this
Agreement pursuant to Article XV.

      4.2  Compliance with HSRA.  GMI and Evergreen 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 

                                       12
<PAGE>
 
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 GMI
                     -------------------------------------

     GMI represents and warrants to Evergreen, in each case to the knowledge of
GMI (except with respect to the matters set forth in Section 5.20), as follows:

      5.1  Organization and Standing.  GMI 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 5.1, and GMI has all necessary corporate power and authority under its
- ------------                                                                   
certificate of incorporation and by-laws to own, lease and operate the
Washington Assets and to carry on the business and operations of the Washington
Station as now conducted and as proposed to be conducted by it between the date
hereof and the Closing Date.

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

      5.3  Absence of Conflicting Agreements or Required Consents.  Except as
           ------------------------------------------------------            
set forth in Article IV with respect to governmental consents or disclosed in

                                       13
<PAGE>
 
Schedule 5.3 or 5.8, the execution, delivery and performance of this Agreement
- -------------------                                                           
and the Time Brokerage Agreements by GMI (a) do not require the consent of any
                                          -                                   
third party; (b) will not violate any provision of GMI'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 GMI is a party or by which it or the Washington 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 Washington Contract, Washington Real Property Lease or Washington
Station License; and (e) will not result in the creation of any Lien on any of
                      -                                                       
the Washington Assets.

      5.4  Governmental Authorization.  Schedule 5.4 contains a true and
           --------------------------   ------------                    
complete list of the Washington 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 Washington Station in the manner and to the full extent it is now conducted.
GMI is the valid and legal holder of the Washington 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 Washington Station in the manner
and to the full extent it is now conducted.  GMI has delivered to Evergreen true
and complete copies of the Washington Station Licenses, including any and all
amendments and other modifications thereto.  Except as may be set forth in
                                                                          
Schedule 5.4, GMI 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 Washington Station other than pro ceedings
affecting the broadcasting industry generally or in-market rule makings or other
public proceedings not specifically relating to the Washington Station nor are
any such actions threatened.  The Washington Station Licenses were validly
issued and are in full force and effect and GMI has no knowledge that they are
impaired by any act or omission of GMI or any of its Affiliates, or the
officers, employees or agents of GMI or any of its Affiliates.  The Washington
Station is being operated in all material respects in accordance with the terms
and conditions of the Washington Station Licenses and the rules and regulations
of the FCC.  All ownership reports, renewal applications and other reports and
documents required to be filed with the FCC by or on behalf of GMI with respect
to the Washington Station have been timely filed with the FCC, and all such
reports, applications and other documents are true and complete.  GMI has no
reason to believe that the FCC will not renew the Washington 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 GMI from assigning the Washington
Station Licenses or from consummating the transactions contemplated herein or by
the Time Brokerage Agreements within the times contemplated herein or therein.
GMI maintains an appropriate public inspection file at the Washington 
Station's studio in accordance with 

                                       14
<PAGE>
 
FCC rules. Schedule 5.4 contains a true and complete list of all governmental
           ------------
and regulatory consents, approvals and waivers required in connection with the
transactions contemplated hereby.

      5.5  Washington Real Property Leases.    (a)  Schedule 5.5(a) contains a
           -------------------------------          ---------------           
true and complete list of all Washington Real Property Leases.  No real property
other than that listed on Schedule 5.5(a) is used in, held for use in connection
                          ---------------                                       
with or necessary for the conduct of the business or operations of the
Washington Station.

     (b)  Except as set forth on Schedule 5.5 (b), (i) the improvements upon
                                 ----------------   -                       
each parcel of real property leased by GMI 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 GMI
has not received any written notice of any such nonconformity, (ii) the premises
                                                                --              
which are the subject of the Washington Real Property Leases are zoned for the
purposes for which they are currently being used by GMI, (iii) the improvements
                                                          ---                  
on the premises which are the subject of the Washington Real Property Leases are
in good working 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 Washington Real Property
Leases, (v) each Washington Real Property Lease is legal, valid, binding,
         -                                                               
enforceable and in full force and effect and (vi) neither GMI nor any other
                                              --                           
party is in default, violation or breach under any Washington 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 Washington 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.

      5.6  Title to and Condition of Washington Personal Property.  Schedule 5.6
           ------------------------------------------------------   ------------
lists all Washington Personal Property which has an individual value of $1,000
or more.  Except as described in Schedule 5.6, all of the items of Washington
                                 ------------                                
Personal Property included in the Washington 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 Washington Station.

      5.7  Washington Intellectual Property.  Schedule 5.7 contains a true and
           --------------------------------   ------------                    
complete list and description of all Washington Intellectual Property.  The
Washington Intellectual Property is either owned or validly licensed by GMI and
Schedule 5.7 
- ------------                                                                   

                                       15
<PAGE>
 
identifies which Intellectual Property is so owned and which is so licensed. GMI
has delivered to Evergreen copies of all material documents regarding Washington
Intellectual Property, if any, which establishes such rights, licenses or other
authority. GMI has no knowledge of any pending or threatened proceeding or
litigation affecting, or with respect to, any Washington Intellectual Property.
GMI is in compliance in all material respects with the terms of any license of
any Washington Intellectual Property and GMI has received no notice and GMI has
no knowledge of any infringement or unlawful use of any Washington Intellectual
Property. The conduct of the business of the Washington Station does not
infringe the rights of any third party in respect of any Washington Intellectual
Property. GMI has not sold, licensed or otherwise disposed of any Washington
Intellectual Property to any Person and GMI has not agreed to indemnify any
Person for any patent, trademark or copyright infringement. Schedule 5.7 lists
                                                            ------------
all of the Washington 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.

      5.8  Washington Contracts.  (a)  Schedule 5.8 lists all (i) employment
           --------------------        ------------            -            
agreements relating to employees of the Washington Station for which the base
salary payable by the employer exceeds $30,000 per year and (ii) all other
                                                             --           
Washington Contracts which involve payment to or from the Washington Station in
excess of $50,000 during the term of such Contract, except (i) leases for
                                                            -            
Washington Personal Property which are described in Schedule 5.6 and (ii)
                                                    ------------      -- 
licenses for Washington Intellectual Property which are described in Schedule
                                                                     --------
5.7.
- --- 

     (b)  GMI has delivered to Evergreen true and complete copies of all written
Washington Contracts, or true and complete memoranda describing the terms of all
oral Washington Contracts.  GMI has complied in all material respects with all
Washington Contracts to be assumed by Evergreen hereunder or under the
Washington Time Brokerage Agreement and is not in default under any of the
Washington Contracts to be assumed by Evergreen hereunder or under the
Washington 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
Washington Station. GMI has not granted or been granted any material waiver or
forbearance with respect to any of the Washington Contracts. No other
contracting party is in default under any of the Washington Contracts to be
assumed by Evergreen hereunder or under the Washington 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 Washington Station. Except as set
forth in Schedule 5.8, GMI has full legal power and authority to assign its
         ------------
rights under the Washington Contracts to be assumed by Evergreen hereunder or
under the Washington Time Brokerage Agreement to Evergreen on terms and
conditions no less favorable than those in effect on the date hereof, and such
assignment will not require 

                                       16
<PAGE>
 
the consent of any third party or affect the validity, enforceability and
continuity of any of the Washington Contracts to be assumed by Evergreen
hereunder or under the Washington Time Brokerage Agreement.

      5.9  Personnel Information.    (a)  GMI has previously delivered to
           ---------------------                                         
Evergreen a true and complete list of all persons employed at the Washington
Station, each such person's compensation and bonus arrangements and the
Washington Employee Plans listed in Schedule 5.10, if any, applicable to each
                                    -------------                            
such person.  GMI is not a party to any agreement or arrangement, written or
oral, with salaried or non-salaried employees except as described in Schedules
                                                                     ---------
5.8 and 5.10.  Except as described in Schedule 5.9, GMI has no knowledge that
- ------------                          ------------                           
any employee of the Washington Station currently plans to terminate employment,
whether by reason of the transactions contemplated by this Agreement, the
Washington Time Brokerage Agreement or otherwise.

     (b)  Except as disclosed in Schedule 5.10, GMI is not a party to or subject
                                 -------------                                  
to any Washington Contract with any labor organization, nor has GMI 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
GMI at the Washington Station.  There are no pending unfair labor practice
charges relating to the Washington Station and there are no pending or
threatened strikes, arbitration proceedings involving labor matters or other
labor disputes affecting the Washington Station.

      5.10  Employee Benefit Plans.  Schedule 5.10 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 Washington Radio is
bound or that is or has been established or maintained or in respect of which
Washington Radio has ever had any obligation to contribute (each, a "Washington
Employee Plan").  Except pursuant to a Washington Employee Plan, Washington
Radio has no fixed or contingent liability or obligation to or in respect of any
person now or formerly employed at the Washington 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. Washington Radio has neither incurred nor reasonably expects to incur
(either directly or indirectly, including as a result of any indemnification
obligation) 

                                       17
<PAGE>
 
any liability that could become a liability of Evergreen 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 Washington 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. Washington Radio has made all
material contributions to all multiemployer pension and welfare benefit plans
within the meaning of Title I of ERISA.

      5.11  Litigation.  GMI is not subject to any judgment, award, order, writ,
            ----------                                                          
injunction, arbitration decision or decree affecting the Washington Station or
any of the Washington 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 Agreements.  Except as set forth in
Schedule 5.11, there is no claim, litigation, proceeding or investigation
- -------------                                                            
pending or threatened, against or affecting the Washington Station or any of the
Washington 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 GMI in connection with this
Agreement or the Time Brokerage Agreements.

      5.12  Compliance with Laws.  (a)   GMI is operating in material compliance
            --------------------                                                
with all laws, regulations and governmental orders applicable to the conduct of
the business and operations of the Washington Station, and its use of the
Washington Assets does not violate any such laws, regulations or orders in any
material respect.

     (b)  (i) the Washington 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 Washington Station's transmissions or the public's
reception of such transmissions.

      5.13  Transaction with Affiliates.  Except as set forth on Schedule 5.13,
            ---------------------------                          ------------- 
all of the Washington Assets are owned or leased by GMI, and no Affiliate of GMI
or any other Person owns or leases property or is a party, including, without
limitation, as lessor or lessee, to any Washington Contract or Washington Real
Property Lease affecting or relating to the operations of the Washington
Station. Neither GMI nor any Affiliate of GMI owns, directly or indirectly, on
an individual or joint basis, any material interest in any third party which is
a party to any Washington Contract.  There are no agreements, arrangements or
understandings between GMI and any third party pursuant to which the Washington
Station receives, as a result of its ownership by 

                                       18
<PAGE>
 
GMI, discounts, bonuses or other favorable arrangements that will not be
available to the Washington Station after the Closing.

      5.14  Washington Financial Statements.   Schedule 5.14 contains true and
            -------------------------------    -------------                  
complete copies of the Washington Financial Statements.  The Washington
Financial Statements have been prepared in accordance with United States
generally accepted accounting principles ("GAAP") consistently applied.  The
Washington 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 Washington 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 Washington
Station as of March 31, 1996 included in the Washington Financial Statements,
(b) incurred since March 31, 1996 in the ordinary course of business, (c) which
- --                                                                     -       
in the aggregate are not material to GMI or (d) disclosed on Schedule 5.14, GMI
                                             -               -------------     
has no liabilities or obligations of any nature, whether accrued, absolute,
contingent or otherwise, relating to the Washington Station.

      5.15  Absence of Changes or Events.  Except as disclosed in Schedule 5.15,
            ----------------------------                          ------------- 
since March 31, 1996, the operations and business of the Washington Station have
been conducted in all material respects only in the ordinary course and GMI has
not, except in the ordinary course of business, purchased, sold, assigned or
otherwise transferred any of the Washington Assets.

      5.16  Insurance.  The business, properties (including the Washington
            ---------                                                     
Assets) and employees of the Washington Station are insured against loss, damage
or injury in amounts listed in Schedule 5.16, which shows all insurance policies
                               -------------                                    
held by GMI 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.

      5.17  Taxes.  Except for any Taxes imposed in connection with the
            -----                                                      
Washington Time Brokerage Agreement, no event has occurred or condition exists
that could result in any liability being imposed on Evergreen by any taxing
authority for any Taxes due or to become due of GMI for any taxable period, or
imposed with respect to the Washington Assets for any taxable period or portion
thereof ending on or before the Cut-Off Time.

      5.18  Environmental Matters.  (a)  Except as set forth in Schedule 5.18,
            ---------------------                               ------------- 
all operations and uses of the premises which are the subject of the Washington
Real Property Leases are in compliance with all Environmental Laws.  GMI has
obtained all environmental, health and safety permits necessary for the
operation of the Washington Station, and all such permits are in full force and
effect and GMI is in compliance with 

                                       19
<PAGE>
 
the terms and conditions of all such permits. GMI has not received any notice,
and GMI is not aware of, any administrative or judicial investigations,
proceedings or actions with respect to violations, alleged or proven, of
Environmental Laws by GMI or any tenants or subtenants of GMI, or otherwise
involving the premises which are the subject of the Washington Real Property
Leases.

     (b)  Except as set forth in Schedule 5.18, there has been no release (nor
                                 -------------                                
is there any substantial threat of a release) of any Hazardous Substance at or
from the premises which are the subject of the Washington Real Property Leases
in amounts or concentrations requiring remediation under or that would violate
current Environmental Laws.  Except as set forth in Schedule 5.18, there are no
                                                    -------------              
Hazardous Substances present on the premises which are the subject of the
Washington 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 Schedule 5.18, there
                                                            -------------       
are no underground storage tanks, or underground piping associated with such
tanks, on the premises which are the subject of the Washington Real Property
Leases.  The representations and warranties set forth in Sections 5.4, 5.11 and
5.12 shall not apply to environmental matters and instead the representations
and warranties set forth in this Section 5.18 shall apply.

      5.19  Bankruptcy.  No insolvency proceedings of any character, including,
            ----------                                                         
without limitation, bankruptcy, receivership, reorganization, composition or
arrangement with creditors, voluntary or involuntary, affecting GMI or any of
the Washington Assets, are pending or threatened, and GMI 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.

      5.20  Washington Assets.  Except as set forth in Schedule 5.20, GMI has
            -----------------                          -------------         
good and valid title to the Washington Assets free and clear of all Liens,
except for Permitted Liens.  GMI owns or has the right to use all of the
Washington Assets necessary to operate the Washington Station as currently
conducted.

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

      5.22  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 misleading.

                                       20
<PAGE>
 
                                   ARTICLE VI

                  REPRESENTATIONS AND WARRANTIES OF EVERGREEN
                  -------------------------------------------

     Evergreen represents and warrants to GMI, in each case to the knowledge of
Evergreen (except with respect to the matters set forth in Section 6.20), as
follows:

      6.1  Organization and Standing.  Evergreen 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 Evergreen has all necessary corporate power and
              ------------                                                     
authority under its certificate of incorporation and by-laws to own, lease and
operate the Boston Assets and to carry on the business and operations of the
Boston Station as now conducted and as proposed to be conducted by it between
the date hereof and the Closing Date.

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

      6.3  Absence of Conflicting Agreements or Required Consents.  Except as
           ------------------------------------------------------            
set forth in Article IV with respect to governmental consents or disclosed in
Schedule 6.3 or 6.8, the execution, delivery and performance of this Agreement
- -------------------                                                           
and the Time Brokerage Agreements by Evergreen (a) do not require the consent of
                                                -                               
any third party; (b) will not violate any provision of Evergreen'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 Evergreen is a party or by which it or the Boston 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 Boston Contract or Boston Station License; and (e) will not result in
                                                           -                    
the creation of any Lien on any of the Boston Assets.

      6.4  Governmental Authorization.  Schedule 6.4 contains a true and
           --------------------------   ------------                    
complete list of the Boston Station Licenses, and there are no other licenses,
permits or 

                                       21
<PAGE>
 
other authorizations from governmental or regulatory authorities required for
the lawful conduct of the business and operations of the Boston Station in the
manner and to the full extent it is now conducted. Evergreen is the valid and
legal holders of the Boston 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 Boston Station in the manner and to the full
extent it is now conducted. Evergreen has delivered to GMI true and complete
copies of the Boston Station Licenses, including any and all amendments and
other modifications thereto. Except as may be set forth in Schedule 6.4,
                                                           ------------ 
Evergreen 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 Boston Station other than proceedings affecting
the broadcasting industry generally or in-market rule makings or other public
proceedings not specifically relating to the Boston Station nor are any such
actions threatened. The Boston Station Licenses were validly issued and are in
full force and effect and Evergreen has no knowledge that they are impaired by
any act or omission of Evergreen or any of its Affiliates, or the officers,
employees or agents of Evergreen or any of its Affiliates.  The Boston Station
is being operated in all material respects in accordance with the terms and
conditions of the Boston Station Licenses and the rules and regulations of the
FCC.  All ownership reports, renewal applications and other reports and
documents required to be filed with the FCC by or on behalf of Evergreen with
respect to the Boston Station have been timely filed with the FCC, and all such
reports, applications and other documents are true and complete. Evergreen has
no reason to believe that the FCC will not renew the Boston 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 Evergreen from assigning the Boston
Station Licenses or from consummating the transactions contemplated herein or by
the Time Brokerage Agreements within the times contemplated herein or therein.
Evergreen maintains an appropriate public inspection file at the Boston
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  Boston Real Property Leases.    (a)  Schedule 6.5(a) contains a true
           ---------------------------          ---------------                
and complete list of all Boston Real Property Leases.  No real property other
than that listed on Schedule 6.5(a) is used in, held for use in connection with
                    ---------------                                            
or necessary for the conduct of the business or operations of the Boston
Station.

     (b)  Except as set forth on Schedule 6.5 (b), (i) the improvements upon
                                 ----------------   -                       
each parcel of real property leased by Evergreen 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 Evergreen has not received 

                                       22
<PAGE>
 
any written notice of any such nonconformity, (ii) the premises which are the
                                               -- 
subject of the Boston Real Property Leases are zoned for the purposes for which
they are cur rently being used by Evergreen, (iii) the improvements on the
                                              ---
premises which are the subject of the Boston Real Property Leases are in good
working 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 Boston Real Property
Leases, (v) each Boston Real Property Lease is legal, valid, binding,
         -
enforceable and in full force and effect and (vi) neither Evergreen nor any
                                              --
other party is in default, violation or breach under any Boston 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 Boston 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.

      6.6  Title to and Condition of Boston Personal Property.  Schedule 6.6
           --------------------------------------------------   ------------
lists all Boston Personal Property which has an individual value of $1,000 or
more. Except as described in Schedule 6.6, all of the items of Boston Personal
                             ------------                                     
Property included in the Boston 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 Boston Station.

      6.7  Boston Intellectual Property.  Schedule 6.7 contains a true and
           ----------------------------   ------------                    
complete list and description of the Boston Intellectual Property.  The Boston
Intellectual Property is either owned or validly licensed by Evergreen and
Schedule 6.7 identifies which Boston Intellectual Property is so owned and which
- ------------                                                                    
is so licensed.  Evergreen has delivered to GMI copies of all material documents
regarding Boston Intellectual Property, if any, which establishes such rights,
licenses or other authority.  Evergreen has no knowledge of any pending or
threatened proceeding or litigation affecting, or with respect to, any Boston
Intellectual Property.  Evergreen is in compliance in all material respects with
the terms of any license of any Boston Intellectual Property and Evergreen has
not received any notice and Evergreen has no knowledge of any infringement or
unlawful use of any Boston Intellectual Property. The conduct of the business of
the Boston Station does not infringe the rights of any third party in respect of
any Boston Intellectual Property.  Evergreen has not sold, licensed or otherwise
disposed of any Boston Intellectual Property to any Person and Evergreen has not
agreed to indemnify any Person for any patent, trademark or copyright
infringement.  Schedule 6.7 lists all of the Boston Intellectual Property which
               ------------                                                    
have been duly registered with, filed in or issued by, as the case may be, the
United 

                                       23
<PAGE>
 
States Patent and Trademark Office and United States Copyright Office or other
filing offices, domestic or foreign.

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

     (b)  Evergreen has delivered to GMI true and complete copies of all written
Boston Contracts, or true and complete memoranda describing the terms of all
oral Boston Contracts.  Evergreen has complied in all material respects with all
Boston Contracts to be assumed by GMI hereunder or under the Boston Time
Brokerage Agreement and is not in default under any of the Boston Contracts to
be assumed by GMI hereunder or under the Boston 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 Boston Station.  Evergreen has not
granted or been granted any material waiver or forbearance with respect to any
of the Boston Contracts.  No other contracting party is in default under any of
the Boston Contracts to be assumed by GMI hereunder or under the Boston 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 Boston Station.
Except as set forth in Schedule 6.8, Evergreen has full legal power and
                       ------------               
authority to assign its rights under the Boston Contracts to be assumed by GMI
hereunder or under the Boston Time Brokerage Agreement to GMI 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 Boston Contracts to be
assumed by GMI hereunder or under the Boston Time Brokerage Agreement.

      6.9  Personnel Information.  (a)  Evergreen has previously delivered to
           ---------------------                                             
GMI a true and complete list of all persons employed at the Boston Station, each
such person's compensation and bonus arrangements and the Boston Employee Plans
listed in Schedule 6.10, if any, applicable to each such person.  Evergreen is
          -------------                                                       
not a party to any agreement or arrangement, written or oral, with salaried or
non-salaried employees except as described in Schedules 6.8 and 6.10.  Except as
                                              ----------------------            
described in Schedule 6.9, Evergreen has no knowledge that any employee of the
             ------------                                                     
Boston Station currently plans to terminate employment, whether by reason of the
transactions contemplated by this Agreement, the Boston Time Brokerage Agreement
or otherwise.

                                       24
<PAGE>
 
     (b)  Except as disclosed in Schedule 6.10, Evergreen is not a party to or
                                 -------------                                
subject to any Boston Contract with any labor organization, nor has Evergreen
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 Evergreen at the Boston Station.  There are no pending unfair labor
practice charges relating to the Boston Station and there are no pending or
threatened strikes, arbitration proceedings involving labor matters or other
labor disputes affecting the Boston Station.

      6.10  Employee Benefit Plans.  Schedule 6.10 sets forth a true and
            ----------------------   -------------                      
complete list of each employee or retiree benefit or compensation plan within
the meaning of Section 3(3) of 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
Bay State is bound or that is or has been established or maintained or in
respect of which Bay State has ever had any obligation to contribute (each, a
"Boston Employee Plan").  Except pursuant to a Boston Employee Plan, Bay State
has no fixed or contingent liability or obligation to or in respect of any
person now or formerly employed at the Boston Station or any beneficiary or
dependent of any such person, including, without limitation, in respect of
pension or thrift benefits or payments, individual or supplemental pension
benefits or payments or compensation arrangements, contributions to
hospitalization or other health, life or other welfare benefits, incentive
benefits or payments, bonus benefits or payments or vacation, sick leave,
disability and termination benefits or payments, including workers'
compensation. No trade or business (whether or not incorporated) is or has been
as of any date within the preceding six years been treated as a single employer
together with Bay State pursuant to section 414 of the Code. Bay State has not
incurred or reasonably expects to incur (either directly or indirectly,
including as a result of any indemnification obligation) any liability that
could become a liability of GMI 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 Boston
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. Bay State has made all material contributions to all multiemployer pension
and welfare benefit plans within the meaning of Title I of ERISA.

      6.11  Litigation.  Evergreen is not subject to any judgment, award, order,
            ----------                                                          
writ, injunction, arbitration decision or decree affecting the Boston Station or
any of the Boston 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 Agreements.  Except as set forth in
                                                                        
Schedule 6.11, there is no claim, litigation, proceeding or investigation
- -------------                                                            
pending or threatened, against or affecting the Boston Station or any of the
Boston Assets whether or not covered by insurance, which 

                                       25
<PAGE>
 
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
Evergreen in connection with this Agreement or the Time Brokerage Agreements.

      6.12  Compliance with Laws.  (a)  Evergreen is operating in material
            --------------------                                          
compliance with all laws, regulations and governmental orders applicable to the
conduct of the business and operations of the Boston Station, and its use of the
Boston Assets does not violate any such laws, regulations or orders in any
material respect.

     (b)  (i) the Boston 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 Boston Station's transmissions or the public's
reception of such transmissions.

      6.13  Transaction with Affiliates.  Except as set forth on Schedule 6.13,
            ---------------------------                          ------------- 
all of the Boston Assets are owned or leased by Evergreen, and no Affiliate of
Evergreen or any other Person owns or leases property or is a party, including,
without limitation, as lessor or lessee, to any Boston Contract or Boston Real
Property Lease affecting or relating to the operations of the Boston Station.
Neither Evergreen nor any Affiliate owns, directly or indirectly, on an
individual or joint basis, any material interest in any third party which is a
party to any Boston Contract. There are no agreements, arrangements or
understandings between Evergreen and any third party pursuant to which the
Boston Station receives, as a result of its ownership by Evergreen, discounts,
bonuses or other favorable arrangements that will not be available to the Boston
Station after the Closing.

      6.14  Boston Financial Statements.  Schedule 6.14 contains true and
            ---------------------------   -------------                  
complete copies of the Boston Financial Statements.  The Boston Financial
Statements have been prepared in accordance with GAAP consistently applied.  The
Boston 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 Boston 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 Boston Station as of
December 31, 1995 included in the Boston Financial Statements, (b) incurred
                                                                -          
since December 31, 1995 in the ordinary course of business, (c) which in the
                                                             -              
aggregate are not material to Evergreen or (d) disclosed on Schedule 6.14,
                                            -               ------------- 
Evergreen has no liabilities or obligations of any nature, whether accrued,
absolute, contingent or otherwise, relating to the Boston Station.

      6.15  Absence of Changes or Events.  Except as disclosed in Schedule 6.15,
            ----------------------------                          ------------- 
since December 31, 1995, the operations and business of the Boston Station have

                                       26
<PAGE>
 
been conducted in all material respects only in the ordinary course and
Evergreen has not, except in the ordinary course of business, purchased, sold,
assigned or otherwise transferred any of the Boston Assets.

      6.16  Insurance.  The business, properties (including the Boston Assets)
            ---------                                                         
and employees of the Boston Station are insured against loss, damage or injury
in amounts listed in Schedule 6.16, which shows all insurance policies held by
                     -------------                                            
Evergreen 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.

      6.17  Taxes.  Except for any Taxes imposed in connection with the Boston
            -----                                                             
Time Brokerage Agreement, no event has occurred or condition exists that could
result in any liability being imposed on GMI by any taxing authority for any
Taxes, due or to become due of Evergreen for any taxable period, or imposed with
respect to the Boston Assets for any taxable period or portion thereof ending on
or before the Cut-Off Time.

      6.18  Environmental Matters.  (a)  Except as set forth in Schedule 6.18,
            ---------------------                               ------------- 
all operations and uses of the premises which is the subject of the Boston Real
Property Leases are in compliance with all Environmental Laws.  Evergreen has
obtained all environmental, health and safety permits necessary for the
operation of the Boston Station, and all such permits are in full force and
effect and Evergreen is in compliance with the terms and conditions of all such
permits.  Evergreen has not received any notice, and Evergreen is not aware of,
any administrative or judicial investigations, proceedings or actions with
respect to violations, alleged or proven, of Environmental Laws by Evergreen or
any tenants or subtenants of Evergreen, or otherwise involving the premises
which is the subject of the Boston Real Property Leases.

     (b)  Except as set forth in Schedule 6.18, there has been no release (nor
                                 -------------                                
is there any substantial threat of a release) of any Hazardous Substance at or
from the premises which are the subject of the Boston Real Property Leases in
amounts or concentrations requiring remediation under or that would violate
current Environmental Laws.  Except as set forth in Schedule 6.18, there are no
                                                    -------------              
Hazardous Substances present on the premises which are the subject of the Boston
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 Schedule 6.18, there are no underground
                                         -------------                          
storage tanks, or underground piping associated with such tanks, on the premises
which are the subject of the Boston Real Property Leases.  The representations
and warranties set forth in Sections 6.4, 6.11 

                                       27
<PAGE>
 
and 6.12 shall not apply to environmental matters and instead the
representations and warranties set forth in this Section 6.18 shall apply.

      6.19  Bankruptcy.  No insolvency proceedings of any character, including,
            ----------                                                         
without limitation, bankruptcy, receivership, reorganization, composition or
arrangement with creditors, voluntary or involuntary, affecting Evergreen or any
of the Boston Assets, are pending or threatened, and Evergreen 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.

      6.20  Boston Assets.  Except as set forth in Schedule 6.20, Evergreen has
            -------------                          -------------               
good and valid title to the Boston Assets free and clear of all Liens, except
for Permitted Liens.  Evergreen owns or has the right to use all of the Boston
Assets necessary to operate the Boston Station as currently conducted.

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

      6.22  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 THE PARTIES
                            ------------------------

      7.1  Interim Operation.  Evergreen, on the one hand, and GMI, on the other
           -----------------                                                    
hand, agree that, except (a) as provided by or in furtherance of the Time
                          -                                              
Brokerage Agreements, (b) as permitted by this Agreement or (c) with the prior
                       -                                     -                
written consent of the other party, between the date of this Agreement and the
Closing Date, each party will, with respect to the Station owned by it:

          (i) not take any action which could result in the business or
     operations of such Station not being conducted in the ordinary course of
     business, consistent with past practices, and not take any action which
     could adversely effect the ongoing operations and assets of such Station;

          (ii) not sell, assign, lease or otherwise transfer or dispose of any
     of the Boston Assets, in the case of Evergreen, or the Washington Assets,
     in the case 

                                       28
<PAGE>
 
     of GMI, unless the same shall be replaced with assets of equal or greater
     value and utility;

          (iii) not create, assume or permit to exist any Lien of any nature
     whatsoever (except Permitted Liens) upon the Boston Assets, in the case of
     Evergreen, or the Washington Assets, in the case of GMI, except for those
     in existence on the date of this Agreement, all of which will be removed on
     or prior to the Closing Date;

          (iv) operate the Boston Station, in the case of Evergreen, or the
     Washington Station, in the case of GMI, in all material respects in
     accordance with the FCC's rules and regulations and the applicable Station
     Licenses and with all other laws, regulations, rules and orders; and not
     fail to prosecute with due diligence any pending application to the FCC,
     and not cause or permit by any act, or failure to act, any of the Boston
     Station Licenses, in the case of Evergreen, or the Washington Station
     Licenses, in the case of GMI, 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 such
     Station Licenses;

          (v) not waive any material right under any Non-LMA Contract or Station
     License relating to the Boston Station or the Boston Assets, in the case of
     Evergreen, or the Washington Station or the Washington Assets, in the case
     of GMI;

          (vi) not enter into any Non-LMA Contracts relating to the Boston
     Station or the Boston Assets, in the case of Evergreen, or the Washington
     Station or the Washington Assets, in the case of GMI;

          (vii) 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;

          (viii) maintain the insurance policies on the Boston Station and the
     Boston Assets, in the case of Evergreen, and the Washington Station and the
     Washington Assets, in the case of GMI listed in Schedule 6.16 and 5.16,
                                                     ---------------------- 
     respectively, or their equivalent; and

          (ix) if the broadcast transmissions of the Boston Station or the
     Washington Station from its main broadcast antenna at full authorized power
     is interrupted or impaired, Evergreen, in the case of the Boston Station,
     and GMI, in the case of the Washington Station, shall use its reasonable
     best efforts to restore transmissions at full authorized power as soon as
     reasonably possible.

                                       29
<PAGE>
 
      7.2  Access to the Stations.  Without in any way limiting the rights and
           ----------------------                                             
obligations of the parties under the Time Brokerage Agreements, between the date
of this Agreement and the Closing Date, each party hereto shall give the other
party and its counsel, accountants, lenders, engineers and other
representatives, reasonable access during normal business hours to all of such
party's properties, records and employees relating exclusively to the Station
being acquired hereunder by such other party, including the data underlying the
related Financial Statements, and shall furnish such other party with all
information that such party reasonably requests concerning such Station.  The
rights of any party to access under this Section shall be exercised in such a
manner as to not interfere unreasonably with the business of the Station to be
acquired by it hereunder.

      7.3  Third-Party Consents.  (a)  GMI at its own cost shall use all
           --------------------                                         
reasonable best efforts to obtain the consent of any third parties listed on
                                                                            
Schedule 4.3, 5.3 or 5.8 necessary for the assignment to Evergreen of any
- ------------------------                                                 
Washington Contract to be assigned hereunder or under the Washington Time
Brokerage Agreement.

     (b) Evergreen 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 GMI of any Boston Contract to be assigned
hereunder or under the Boston Time Brokerage Agreement.

      7.4  Notification.  At all times prior to the Closing, each party hereto
           ------------                                                       
shall promptly notify the other party 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 such party 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.  No party shall take any action which is
           ----------------------                                          
inconsistent with its obligations under this Agreement or that would hinder or
delay the consummation of the transactions contemplated by this Agreement.  No
party shall willfully take any action that would disqualify or impair such party
as either (a) an assignor of the Station Licenses held by it or (b) a licensee
           -                                                     -            
or an owner and operator of the Station to be acquired by it hereunder.

      7.6  Estoppel Certificates; Consent and Waiver.  (a)  Subject to Section
           -----------------------------------------                          
11.1(c)(iv), Evergreen shall use all reasonable best efforts to obtain estoppel
certificates containing customary provisions and consents and waivers from any
lessor of any material Boston Asset that GMI requests at least 15 Business Days
before the Closing Date.

     (b)  Subject to Section 11.2(c)(iv), GMI shall use all reasonable best
efforts to obtain estoppel certificates containing customary provisions and
consents and 

                                       30
<PAGE>
 
waivers from any lessor of any material Washington Asset that Evergreen requests
at least 15 Business Days before the Closing Date.

     (c)  Each estoppel certificate obtained pursuant to this Section 7.6 shall
identify with specificity the lease, and any amendments or modifications
thereto, and the amount of the monthly payments due thereunder and the
expiration date thereof (together with all renewal options, if any), and shall
contain the landlord's or lessor's certification for the benefit of the party
requesting such certificate that the lease is in full force and effect, that
there are no defaults that remain uncured with respect to such lease and that
the lessee has been and is in full compliance with all of such lessee's
obligations thereunder.


                                 ARTICLE VIII

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

          GMI and Evergreen 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.

          8.2  Control of Stations.  Without in any way limiting the rights and
               -------------------                                             
obligations of the parties under the Time Brokerage Agreements, prior to the
Closing, GMI shall not, directly or indirectly, control, supervise or direct the
operations of the Boston Station and Evergreen shall not, directly or
indirectly, control, supervise or direct the operations of the Washington
Station.  Such operations shall be the sole responsibility of Evergreen, in the
case of the Boston Station, and GMI, in the case of the Washington Station, and,
subject to the provisions of Article VII, shall be in their complete discretion.

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

                                       31
<PAGE>
 
          (b)  As of the Commencement Date (as defined in the Boston Time
Brokerage Agreement), Evergreen shall terminate all of the Boston Station's
employees, except as otherwise provided in the Boston Time Brokerage Agreement.
Evergreen shall be liable for all severance and other benefits to which those
persons employed by the Boston Station on or prior to the Commencement Date are
entitled as a result of their employment by Evergreen prior to the Commencement
Date under all Boston Employee Plans, applicable law or otherwise.

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

          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
Stations, the Boston Assets or the Washington 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, ad ministrative, 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
employee of the Station that is the subject of such request. 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
Boston Assets or the Washington Assets that are being exchanged hereunder, each
party shall give the other party notice of its intended action and an
opportunity for such other party to retain any of the books or records proposed
to be discarded or destroyed by such party.

          8.6  Fairbanks Agreement.  Following the Closing Date, Evergreen Media
               -------------------                                              
shall, upon the request of GMI, proceed diligently to exercise its rights,
including, without limitation, its right to indemnification, under the Asset
Purchase Agreement, dated October 12, 1995, between Evergreen Media and
Fairbanks Communications, Inc.  GMI shall be entitled to receive from Evergreen
Media any amount actually received by Evergreen Media with respect to such
rights, less the reasonable fees and costs incurred by Evergreen Media in
exercising such rights.

                                       32
<PAGE>
 
                                   ARTICLE IX

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

          The obligations of GMI 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 Evergreen 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 Evergreen 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 with respect to
the Boston Station shall have become a Final Order and shall contain no
condition that has or, in GMI's good faith judgment, will have a material
adverse effect upon the Boston 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. Evergreen shall have made all the deliveries set forth
              ----------                                
in Section 11.1.

          9.5  WWRC.  GMI shall have transferred substantially all of the assets
               ----                                                             
of WWRC to Evergreen or one or more of its Affiliates.

                                       33
<PAGE>
 
                                   ARTICLE X

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

          The obligations of Evergreen 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 GMI 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 GMI 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 with respect to
the Washington Station shall have become a Final Order and shall contain no
condition that has or, in Evergreen's good faith judgment, will have a material
adverse effect upon the Washington Station.

          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. GMI shall have made all the deliveries set forth in
               ----------                              
Section 11.2.

          10.5 WWRC. Evergreen or one or more of its Affiliates shall have
               ----                                  
acquired substantially all of the assets of WWRC.

                                       34
<PAGE>
 
                                   ARTICLE XI

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

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

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

          (b) opinion of counsel to Evergreen, dated the Closing Date, in form
     and substance reasonably satisfactory to Evergreen and GMI;

          (c) instruments of conveyance and transfer, in form and substance
     reasonably satisfactory to counsel to GMI, effecting the assignment,
     transfer, conveyance and delivery of the Boston Assets to GMI, including,
     but not limited to, the following:

              (i)  assignments of the Boston Station Licenses;

              (ii)  bills of sale for all Boston Personal Property;

              (iii)  assignments of Boston Real Property Leases;

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

              (v) assignment of the Boston Intellectual Property set forth on
          Schedule 6.7; and
          ------------
          
              (vi)  assignments of any Boston Non-LMA Contracts;

          (d) instruments, in form and substance reasonably satisfactory to
     counsel to GMI, pursuant to which Evergreen assumes pursuant to Article II
     the liabilities, obligations, commitments and responsibilities with respect
     to the Washington Assets set forth in Section 2.9;

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

                                       35
<PAGE>
 
          (f) an affidavit to the effect that Evergreen is not a "foreign
     person" within the meaning of Section 1445 of the Code; and

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

          11.2  Documents to be Delivered by GMI.  At the Closing, GMI shall
                --------------------------------                            
deliver or cause to be delivered to Evergreen the following:

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

          (b) opinion of counsel to GMI, dated the Closing Date, in form and
     substance reasonably satisfactory to Evergreen and GMI;

          (c) instruments of conveyance and transfer, in form and substance
     reasonably satisfactory to counsel to Evergreen, effecting the assignment,
     transfer, conveyance and delivery of the Washington Assets to Evergreen,
     including, but not limited to, the following:

              (i)  assignments of the Washington Station Licenses;

              (ii)  bills of sale for all Washington Personal Property;

              (iii)  assignments of Washington Real Property Leases;

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

              (v) assignment of the Washington Intellectual Property set forth
          on Schedule 5.7; and
             ------------     

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

          (d) instruments, in form and substance reasonably satisfactory to
     counsel to Evergreen, pursuant to which GMI assumes pursuant to Article II
     the liabilities, obligations, commitments and responsibilities with respect
     to the Boston Assets set forth in Section 2.9;

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

                                       36
<PAGE>
 
          (f) an affidavit to the effect that GMI is not a "foreign person"
     within the meaning of Section 1445 of the Code; and

          (g) such other documents as may reasonably be requested by counsel to
     Evergreen.


                                  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 Boston Assets and the Washington
Assets in accordance with this Agreement shall be allocated among the parties as
follows:

          (a) Evergreen shall pay the HSRA filing fee associated with the
     transfer of the Washington Station and GMI shall pay the HRSA filing fee
     associated with the transfer of the Boston Station;

          (b) Evergreen shall pay 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 Washington Assets from GMI to Evergreen, and GMI shall pay
     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 Boston Assets from
     Evergreen to GMI; and

          (c) all other costs and expenses of transferring the Boston Assets and
     the Washington Assets shall be divided equally between Evergreen and GMI.

As between Evergreen and GMI, 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.

                                       37
<PAGE>
 
                                  ARTICLE XIII

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

          13.1  GMI's Representation and Agreement to Indemnify.  GMI represents
                -----------------------------------------------                 
and warrants to Evergreen 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.  GMI further agrees to
indemnify and hold Evergreen harmless from and against any and all claims,
losses, liabilities and expenses (including reasonable attorney's fees) arising
out of a claim by any person or entity based on any such arrangement or
agreement made or alleged to have been made by GMI.

          13.2  Evergreen's Representation and Agreement to Indemnify. Evergreen
                -----------------------------------------------------           
represents and warrants to GMI 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.  Evergreen further agrees
to indemnify and hold GMI 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 Evergreen.


                                  ARTICLE XIV

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

          14.1  Indemnification by Evergreen.  (a)  General.  Evergreen agrees
                ----------------------------        -------                   
to indemnify and hold harmless GMI, its Affiliates and the officers, directors,
employees, agents, advisers and representatives of GMI and its Affiliates ("GMI
Indemnitees") from and against, and pay or reimburse each GMI 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:

                                       38
<PAGE>
 
          (i) any inaccuracy of any representation or warranty made by Evergreen
     herein or in any certificate, document or instrument delivered to GMI
     pursuant to Section 11.1;

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

          (iii) any claims of third parties with respect to the business and
     operations of the Boston Station or the ownership of the Boston Assets
     prior to the Closing not expressly assumed by GMI under Section 2.9;

          (iv) any liabilities, obligations, commitments or responsibilities of
     Evergreen not expressly assumed by GMI under Section 2.9;

          (v) the environmental conditions on, under, above, or about any
     assets, equipment or facilities (other than the Boston Assets) owned,
     leased or operated at any time by Evergreen, or any of its predecessors or
     Affiliates;

          (vi) any failure of Evergreen to comply with applicable bulk sales
     laws (in consideration of which indemnification obligation GMI hereby
     waives compliance by Evergreen with any applicable bulk sales laws);

          (vii) any liabilities, obligations, commitments or responsibilities of
     GMI expressly assumed by Evergreen pursuant to Section 2.9; and

          (viii) the ownership of the Washington Assets or the operation of the
     Washington Station subsequent to the Closing, except to the extent such
     Loss results from any inaccuracy of any representation or warranty made by
     GMI herein or in any certificate, document or instrument delivered to
     Evergreen pursuant to Section 11.2 or any failure of GMI to perform any
     covenant or agreement hereunder.

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

          (i) Notwithstanding anything in Section 14.1(a) of this Agreement to
     the contrary, Evergreen shall not be required to make any indemnification
     payments under clause (i) of Section 14.1(a) until the aggregate amount of
     Losses resulting from or arising out of the matters referred to in Section
     14.1(a)(i) exceeds $200,000; provided that if the aggregate amount of such
                                  --------                                     
     Losses exceeds such amount, Evergreen shall be required to indemnify GMI
     Indemnitees for all Losses indemnifiable under Section 14.1(a)(i) without
     regard to such $200,000 limitation.

                                       39
<PAGE>
 
          (ii) Evergreen'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 GMI 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 GMI 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 Evergreen in connection herewith.

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

          (i) any inaccuracy in any representation or warranty made by GMI
     herein or in any certificate, document or instrument delivered to Evergreen
     pursuant to Section 11.2;

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

          (iii) any claims of third parties with respect to the business and
     operations of the Washington Station or the ownership of the Washington
     Assets prior to the Closing not expressly assumed by Evergreen under
     Section 2.9;

          (iv) any liabilities, obligations, commitments or responsibilities of
     GMI not expressly assumed by Evergreen under Section 2.9;

          (v) the environmental conditions on, under, above, or about any
     assets, equipment or facilities (other than the Washington Assets) owned,
     leased or operated at any time by GMI, or any of its predecessors or
     Affiliates;

                                       40
<PAGE>
 
          (vi) any failure of GMI to comply with applicable bulk sales laws (in
     consideration of which indemnification obligation Evergreen hereby waives
     compliance by GMI with any applicable bulk sales laws);

          (vii) any liabilities, obligations, commitments or responsibilities of
     Evergreen expressly assumed by GMI pursuant to Section 2.9; and

          (viii) the ownership of the Boston Assets or the operation of the
     Boston Station subsequent to the Closing, except to the extent such Loss
     results from any inaccuracy of any representation or warranty made by
     Evergreen herein or in any certificate, document or instrument delivered to
     GMI pursuant to Section 11.1 or any failure of Evergreen 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, GMI 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, GMI shall be required to indemnify Evergreen
     Indemnitees for all Losses indemnifiable under Section 14.2(a)(i) without
     regard to such $200,000 limitation.

          (ii) GMI'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 an Evergreen 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 Evergreen Indemnitees with respect to any legal,
equitable or other claim for relief based upon this Agreement or the
certificates, documents and instruments delivered by GMI in connection herewith.

                                       41
<PAGE>
 
          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
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 the
ability of the Indemnified to conduct the business of the Station acquired by
such Indemnified Party hereunder 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.

                                       42
<PAGE>
 
                                   ARTICLE XV

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

          15.1  Termination.  This Agreement may be terminated by either GMI or
                -----------                                                    
Evergreen, 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 GMI or Evergreen:

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

          (ii) if the FCC denies either 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 GMI:

          (i)  pursuant to Section 17.1;

          (ii) if the regular broadcast transmission of the Boston 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 Evergreen;

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

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

          (c)  by Evergreen:

                                       43
<PAGE>
 
          (i)  pursuant to Section 17.1;

          (ii) if the regular broadcast transmission of the Washington 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 GMI;

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

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

          15.2  Liability.  In the event of the termination of this Agreement
                ---------                                                    
under Section 15.1, this Agreement shall become void and have no effect, without
any liability to any Person in respect hereof, except that the provisions of
Article XII, Article XVI and Sections, 17.2 and 17.7 shall survive any such
termination.


                                  ARTICLE XVI

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

          16.1  GMI's Remedies; Specific Performance.  Evergreen recognizes
                ------------------------------------                       
that, in the event Evergreen defaults in the performance of its obligations to
close under this Agreement, monetary damages alone will not be adequate.
Therefore, unless GMI is in material default in the performance of its
obligations under this Agreement, GMI 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, Evergreen shall waive the defense that there is
another adequate remedy at law or equity and agrees that GMI shall have the
right to obtain specific performance of Evergreen's obligations under the terms
of this Agreement without being required to prove actual damages, post bond or
furnish other security.  In addition, GMI shall be entitled to obtain from
Evergreen court costs and reasonable attorneys' fees incurred by it in enforcing
its rights 

                                       44
<PAGE>
 
hereunder. In the event GMI 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 Evergreen is in material breach or default
hereunder, then GMI shall be entitled to seek any remedy available at law,
including, without limitation, a suit for monetary damages.

          16.2  Evergreen's Remedies; Specific Performance.  GMI recognizes
                ------------------------------------------                 
that, in the event GMI defaults in the performance of its obligations to close
under this Agreement, monetary damages alone will not be adequate.  Therefore,
unless Evergreen is in material default in the performance of its obligations
under this Agreement, Evergreen shall be entitled, in addition to any remedy
available at law, including, without limitation, a suit for monetary damages,
and their 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, GMI shall waive the defense that there is another adequate
remedy at law or equity and agrees that Evergreen shall have the right to obtain
specific performance of GMI's obligations under the terms of this Agreement
without being required to prove actual damages, post bond or furnish other
security. In addition, Evergreen shall be entitled to obtain from GMI court
costs and reasonable attorneys' fees incurred by them in enforcing their rights
hereunder. In the event Evergreen elects to terminate this Agreement under any
subsection of Section 15.1(a) or (c) as opposed to seeking specific performance
under this Section 16.2 and GMI is in material breach or default hereunder, then
Evergreen shall be entitled to seek any remedy available at law, including,
without limitation, a suit for monetary damages.


                                  ARTICLE XVII

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

          17.1  Risk of Loss.  (a) The risk of loss or damage to any of the
                ------------                                               
Boston Assets prior to the Cut-Off Time shall be upon Evergreen.  Evergreen
shall repair, replace and restore to its prior condition any material damage to
or loss of Boston Assets as soon as possible.  If Evergreen is unable or fails
to restore or replace a lost or damaged material Boston Asset prior to the
Closing Date, GMI may elect (i) to terminate this Agreement, but only if the
                             -                                              
failure to restore or replace a lost or damaged material Boston 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(a), (ii) to consummate the
                                                --                   
transactions contemplated by this Agreement on the Closing Date, in which event
Evergreen shall assign to GMI at Closing Evergreen's rights under any insurance
policy or pay over to GMI all proceeds of insurance covering such Boston Asset's
damage, destruction or loss or (iii) delay the Closing Date until a date within
                                ---                                            

                                       45
<PAGE>
 
15 Business Days after Evergreen gives written notice to GMI of completion of
the restoration or replacement of such Boston Asset.  If the delay in the
Closing Date under this Section 17.1(a) would cause the Closing to occur at any
time after the period permitted by the FCC Consent relating to the Boston
Station, Evergreen and GMI shall file an appropriate request with the FCC for an
extension of time within which to complete the Closing.

          (b) The risk of loss or damage to any of the Washington Assets prior
to the Cut-Off Time shall be upon GMI.  GMI shall repair, replace and restore to
its prior condition any material damage to or loss of Washington Assets as soon
as possible.  If GMI is unable or fails to restore or replace a lost or damaged
material Washington Asset prior to the Closing Date, Evergreen may elect (i) to
                                                                          -    
terminate this Agreement, but only if the failure to restore or replace a lost
or damaged material Washington 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), (ii) to consummate the transactions contemplated by this
                  --
Agreement on the Closing Date, in which event GMI shall assign to Evergreen at
Closing GMI's rights under any insurance policy or pay over to Evergreen all
proceeds of insurance covering such Washington Asset's damage, destruction or
loss, or (iii) delay the Closing Date until a date within 15 Business Days after
          ---
GMI gives written notice to Evergreen of completion of the restoration or
replacement of such Washington Asset. If the delay in the Closing Date under
this Section 17.1(b) would cause the Closing to occur at any time after the
period permitted by the FCC Consent relating to the Washington Station, GMI and
Evergreen 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.  This Agreement shall be binding upon
                ----------------------                                       
and shall inure to the benefit of the parties hereto and their respective
successors and assigns.  Neither GMI nor Evergreen may assign this Agreement
without the prior written consent of GMI, in the case of any such assignment by
Evergreen, or Evergreen, in the case of any such assignment by GMI, except that
(i) GMI may assign its rights and obligations under this Agreement to one or
 -                                                                          
more of its Affiliates designated by GMI in writing to Evergreen prior to the
Closing Date, provided that any such assignment shall not relieve GMI from any
              --------                                                        
of its obligations under this Agreement and provided that any such assignment
does not delay the Closing Date and (ii) Evergreen may assign its rights and
                                     --                                     
obligations under this Agreement to one or more of their Affiliates designated
by Evergreen in writing to GMI prior to the Closing Date, provided that any such
                                                          --------              
assignment shall not relieve Evergreen from any of its 

                                       46
<PAGE>
 
obligations under this Agreement and provided that any such assignment does not
delay the Closing Date.

          17.4  No Third-Party Beneficiaries.  Except as provided in Article XIV
                ----------------------------                                    
and Section 17.3, 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 Agreements, the
Confidentiality Agreement, dated May 29, 1996, among Evergreen, Greater Media,
Inc. and Greater Washington Radio, Inc., 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 "GMI's knowledge" or
the "knowledge of GMI" shall mean the actual knowledge of Thomas J. Milewski.
References herein to "Evergreen's knowledge" or the "knowledge of Evergreen"
shall mean the actual knowledge of Scott K. Ginsburg.  Any reference to a
"party" to this Agreement shall mean, in the case of Greater Media or Washington
Radio, GMI, and, in the case of Evergreen Media, Bay State or Evergreen License
Sub, Evergreen.

          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 

                                       47
<PAGE>
 
writing and shall be deemed to have been duly given if (a) delivered
                                                        -           
personally, (b) mailed, certified or registered mail with postage prepaid, (c)
             -                                                              - 
sent by next-day or overnight mail or delivery or (d) sent by fax, as follows:
                                                   -                          
To Evergreen:

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

Copy to:

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

To GMI:

       c/o Greater Media 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

                                       48
<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 one or more
                ------------                                                
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.

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

                                       49
<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:________________________


                            EVERGREEN MEDIA CORPORATION
                              OF THE BAY STATE

                            By:   ______________________________
                                  Name:_________________________
                                  Title:________________________


                            WKLB LICENSE CORP.

                            By:   ______________________________
                                  Name:_________________________
                                  Title:________________________


                            GREATER MEDIA RADIO, INC.

                            By:   ______________________________
                                  Name:_________________________
                                  Title:________________________


                            GREATER WASHINGTON RADIO, INC.

                            By:   ______________________________
                                  Name:_________________________
                                  Title:________________________

                                       50
