
<PAGE>
 
                                                                    Exhibit 2.22


                            ASSET PURCHASE AGREEMENT

                                  BY AND AMONG

                        CHANCELLOR BROADCASTING COMPANY,

                          SHAMROCK BROADCASTING, INC.

                                      AND

                          EVERGREEN MEDIA CORPORATION
                               OF THE GREAT LAKES
<PAGE>
 
<TABLE> 
<CAPTION> 
                               TABLE OF CONTENTS


                                                                            PAGE
                                                                            ----
     <S>                                                                    <C> 
                                   ARTICLE 1
                               PURCHASE OF ASSETS..........................    1
                               ------------------
     1.1  Transfer of Assets...............................................    1
          ------------------
     1.2  Excluded Assets..................................................    3
          ---------------
     1.3  Nonassignable Contracts..........................................    4
          -----------------------

                                   ARTICLE 2
                          ASSUMPTION OF OBLIGATIONS........................    5
                          -------------------------
     2.1  Assumption of Obligations........................................    5
          -------------------------
     2.2  Retained Liabilities.............................................    5
          --------------------

                                   ARTICLE 3
                                 CONSIDERATION.............................    5
                                 -------------

     3.1  Delivery of Consideration........................................    5
          -------------------------
     3.2  Escrow Deposits..................................................    6
          ---------------
     3.3  Allocation of Purchase Price.....................................    6
          ----------------------------
     3.4  Allocations and Prorations.......................................    6
          --------------------------

                                   ARTICLE 4
                                    CLOSING................................    8
                                    -------
     4.1  Closing..........................................................    8
          -------

                                   ARTICLE 5
                             GOVERNMENTAL CONSENTS.........................    8
                             ---------------------
     5.1  FCC Consent......................................................    8
          -----------
     5.2  FCC Application..................................................    9
          ---------------

                                   ARTICLE 6
                   REPRESENTATIONS AND WARRANTIES OF BUYER.................    9
                   ---------------------------------------
     6.1  Organization and Standing........................................    9
          -------------------------
     6.2  Authorization and Binding Obligation.............................    9
          ------------------------------------
     6.3  Qualification....................................................   10
          -------------
     6.4  Absence of Conflicting Agreements or Required
          ---------------------------------------------
          Consents.........................................................   10
          --------
     6.5  Litigation; Compliance with Law..................................   10
          -------------------------------
</TABLE>

                                      (i)
<PAGE>
 
<TABLE>
     <S>                                                                      <C>
     6.6  Financial Capacity...............................................   10
          ------------------

                                   ARTICLE 7
                   REPRESENTATIONS AND WARRANTIES OF SELLER................   11
                   ----------------------------------------
     7.1  Organization and Standing........................................   11
          -------------------------
     7.2  Authorization and Binding Obligation.............................   11
          ------------------------------------
     7.3  Absence of Conflicting Agreements or Required
          ---------------------------------------------
          Consents..........................................
          --------
     7.4  Compliance with FCC Regulations..................................   12
          -------------------------------
     7.5  Personal Property................................................   12
          -----------------
     7.6  Real Property....................................................   13
          -------------
     7.7  Contracts........................................................   13
          ---------
     7.8  Status of Contracts..............................................   13
          -------------------
     7.9  Environmental....................................................   13
          -------------
     7.10  Intellectual Property...........................................   14
           ---------------------
     7.11  Personnel Information...........................................   14
           ---------------------
     7.12  Litigation......................................................   14
           ----------
     7.13  Employee Benefit Plans..........................................   14
           ----------------------
     7.14  Commissions or Finder's Fees....................................   15
           ----------------------------
     7.15  Knowledge.......................................................   15
           ---------

                                   ARTICLE 8
                              COVENANTS OF BUYER...........................   15
                              ------------------
     8.1  Closing..........................................................   15
          -------
     8.2  Notification.....................................................   15
          ------------
     8.3  No Inconsistent Action...........................................   15
          ----------------------
     8.4  Seller's Post-Closing Access.....................................   15
          ----------------------------
     8.5  Accounts Receivable..............................................   16
          -------------------
     8.6  Employee Matters.................................................   17
          ----------------

                                   ARTICLE 9
                              COVENANTS OF SELLER..........................   17
                              -------------------
     9.1  Seller's Pre-Closing Covenants...................................   17
          ------------------------------
     9.2  No Inconsistent Action...........................................   18
          ----------------------
     9.3  Closing Covenant.................................................   18
          ----------------
     9.4  License..........................................................   18
          -------

                                   ARTICLE 10
                                JOINT COVENANTS............................   18
                                ---------------
     10.1  Confidentiality.................................................   18
           ---------------
</TABLE> 

                                     (ii)
<PAGE>
 
<TABLE>
     <S>                                                                      <C>
     10.2  Cooperation.....................................................   19
           -----------
     10.3  Control of Stations.............................................   19
           -------------------
     10.4  Filings.........................................................   19
           -------
     10.5  Bulk Sales Laws.................................................   19
           ---------------
     10.6  Public Announcements............................................   20
           --------------------

                                   ARTICLE 11
                        CONDITIONS OF CLOSING BY BUYER.....................   20
                        ------------------------------
     11.1  Representations, Warranties and Covenants.......................   20
           -----------------------------------------
     11.2  Governmental Consents...........................................   20
           ---------------------
     11.3  Adverse Proceedings.............................................   21
           -------------------
     11.4  Closing Documents...............................................   21
           -----------------
     11.5  Pre-Merger Notification.........................................   21
           -----------------------

                                   ARTICLE 12
                        CONDITIONS OF CLOSING BY SELLER....................   21
                        -------------------------------
     12.1  Representations, Warranties and Covenants.......................   21
           -----------------------------------------
     12.2  Governmental Consents...........................................   22
           ---------------------
     12.3  Adverse Proceedings.............................................   22
           -------------------

                                  ARTICLE 13
                       TRANSFER TAXES; FEES AND EXPENSES...................   22
                       ---------------------------------
     13.1  Expenses........................................................   22
           --------
     13.2  Transfer Taxes and Similar Charges..............................   22
           ----------------------------------
     13.3  Governmental Filing or Grant Fees...............................   22
           ---------------------------------

                                   ARTICLE 14
                      DOCUMENTS TO BE DELIVERED AT CLOSING.................   22
                      ------------------------------------
     14.1  Seller's Documents..............................................   22
           ------------------
     14.2  Buyer's Documents...............................................   23
           -----------------

                                   ARTICLE 15
                                INDEMNIFICATION............................   24
                                ---------------
     15.1  Indemnification by Parent and Seller............................   24
           ------------------------------------
     15.2  Indemnification by Buyer........................................   24
           ------------------------
     15.3  Survival of Representations and Warranties......................   25
           ------------------------------------------
     15.4  Procedures......................................................   25
           ----------
     15.5  Limits on and Conditions of Indemnification.....................   26
           -------------------------------------------
</TABLE>

                                     (iii)
<PAGE>
 
<TABLE>
<CAPTION>
     <S>                                                                      <C>
                                   ARTICLE 16
                             TERMINATION RIGHTS............................   28
                             ------------------
     16.1  Termination.....................................................   28
           -----------
     16.2  Liability.......................................................   28
           ---------

                                   ARTICLE 17
                          MISCELLANEOUS PROVISIONS.........................   29
                          ------------------------
     17.1  Liquidated Damages; Specific Performance........................   29
           ----------------------------------------
     17.2  Certain Interpretive Matters and Definitions
           --------------------------------------------
     17.3  Further Assurances..............................................   30
           ------------------
     17.4  Benefit and Assignment..........................................   30
           ----------------------
     17.5  Amendments......................................................   30
           ----------
     17.6  Headings........................................................   30
           --------
     17.7  Governing Law...................................................   30
           -------------
     17.8  Notices.........................................................   31
           -------
     17.9  Counterparts....................................................   31
           ------------
     17.10  No Third Party Beneficiaries...................................   32
            ----------------------------
     17.11  Severability...................................................   32
            ------------
     17.12  Entire Agreement...............................................   32
            ----------------
</TABLE>

                                     (iv)
<PAGE>
 
                           ASSET PURCHASE AGREEMENT
                           ------------------------


          THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered
into this ______ day of August, 1996 by and among Chancellor Broadcasting
Company, a Delaware corporation ("Parent"), Shamrock Broadcasting, Inc., a
Delaware corporation and indirect wholly-owned subsidiary of Parent ("Seller"),
and Evergreen Media Corporation, a Delaware corporation ("Buyer").

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


          WHEREAS, Seller owns and operates radio stations WWWW-FM and WDFN-AM
(the "Stations") in Detroit, Michigan  pursuant to a license issued by the
Federal Communications Commission ("FCC");

          WHEREAS, Parent and Buyer are parties to a certain Option Agreement,
dated as of January 9, 1996 (the "Option Agreement"), pursuant to which Buyer
was granted the option and right to purchase from Seller certain assets
associated with the ownership and operation of the Stations (the "Call Option")
on the terms and conditions set forth herein; and

          WHEREAS, Buyer has delivered notice of its exercise of the Call
Option, thereby obligating the parties to execute and deliver this Agreement.

          NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements hereinafter set forth, the parties hereto,
intending to be legally bound, hereby agree as follows:


                                   ARTICLE 1
                              PURCHASE OF ASSETS
                              ------------------
<PAGE>
 
          1.1  Transfer of Assets.  On the terms and subject to the conditions
               ------------------                                             
hereof and subject to Section 1.2, on the Closing Date (as hereinafter defined),
Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer
shall purchase and assume from Seller, all of the right, title and interest of
Seller in and to all of the following assets, properties, interests and rights
of Seller (the "Station Assets"):

               1.1.1  all of Seller's rights in and to the licenses, permits and
other authorizations issued to Seller by any governmental authority including
those issued by the FCC (the latter are hereafter referred to as the "Station
Licenses") used in connection with the operation of the Stations, along with
renewals or modifications of such items between the date of the Option Agreement
and the Closing Date as well as all of Seller's rights in and to the call
letters "WWWW-FM" and "WDFN-AM";

               1.1.2  all equipment, office furniture and fixtures, office
materials and supplies, inventory, spare parts and all other tangible personal
property of every kind and description, and Seller's rights therein, owned,
leased or held by Seller and used in connection with the operations of the
Stations, including but not limited to those items described or listed in
Schedule 7.6 hereto, together with any replacements thereof and additions
thereto, made between the date of the Option Agreement and the Closing Date, and
less any retirements or dispositions thereof made between the date of the Option
Agreement and the Closing Date in the ordinary course of business of Seller;

               1.1.3  all of Seller's rights in and under contracts, agreements,
leases and legally binding contractual rights of any kind, written or oral,
relating to the operation of the Stations ("Contracts"), listed in Schedules 7.7
and 7.8 hereto or entered into by Seller 

                                       2
<PAGE>

between the date of the Option Agreement and the Closing Date in the ordinary
course of business of Seller;

               1.1.4  all of Seller's rights in and to all trademarks, trade
names, service marks, franchises, copyrights, including registrations and
applications for registration of any of them, computer software, programs and
programming material of whatever form or nature, jingles, slogans, the Stations'
logos and all other logos or licenses to use same and all other intangible
property rights of Seller, which are used exclusively in connection with the
operation of the Stations, including but not limited to those listed in Schedule
7.10 hereto (collectively, the "Intellectual Property") together with any
associated good will and any additions thereto between the date of the Option
Agreement and the Closing Date;

               1.1.5  all of Seller's rights in and to all the files, documents,
records, and books of account relating to the operation of the Stations or to
the Station Assets, including, without limitation, the Station's public file,
programming information and studies, technical information and engineering data,
news and advertising studies or consulting reports, marketing and demographic
data, sales correspondence, lists of advertisers, promotional materials, credit
and sales reports and filings with the FCC, copies of all written Contracts to
be assigned hereunder, logs, software programs and books and records relating to
employees, financial, accounting and operation matters; but excluding records
relating solely to any Excluded Asset (as hereinafter defined);

               1.1.6  all of Seller's rights under manufacturers' and vendors'
warranties relating to items included in the Station Assets and all similar
rights against third parties relating to items included in the Station Assets;

                                       3
<PAGE>
 
               1.1.7  all real property owned in fee by Seller together with all
appurtenant easements thereunto and all structures, fixtures and improvements
located thereon as more fully described in Schedule 7.6 hereto, together with
any additions thereto between the date of the Option Agreement and the Closing
Date ("Real Estate"); and

               1.1.8  except for Excluded Assets, such other assets, properties,
interests and rights owned by Seller that are used exclusively in connection
with the operation of the Stations or that are located as of the Closing Date on
the Real Estate.

          1.2  Excluded Assets.  Notwithstanding anything to the contrary
               ---------------                                           
contained herein, it is expressly understood and agreed that the Station Assets
shall not include the following assets along with all rights, title and interest
therein (the "Excluded Assets"):

               1.2.1  all cash and cash equivalents of Seller on hand and/or in
banks;

               1.2.2  all accounts receivable or notes receivable of Seller;

               1.2.3  all tangible and intangible personal property of Seller
disposed of or consumed in the ordinary course of business of Seller between the
date of the Option Agreement and the Closing Date, or as permitted under the
terms hereof;

               1.2.4  all Contracts that have terminated or expired prior to the
Closing Date in the ordinary course of business of Seller and as permitted
hereunder;

               1.2.5  Seller's corporate seal, minute books, charter documents,
corporate stock record books and such other books and records as pertain to the
organization, 

                                       4
<PAGE>
 
existence or share capitalization of Seller and duplicate copies of such records
as are necessary to enable Seller to file its tax returns and reports as well as
any other records or materials relating to Seller generally and not involving or
relating to the Station Assets or the operation or operations of the Stations;

               1.2.6  Contracts of insurance, and all insurance proceeds or
claims made by Seller;

               1.2.7  all pension, profit sharing or cash or deferred (Section
401(k)) plans and trusts and the assets thereof and any other employee benefit
plan or arrangement and the assets thereof, if any, maintained by Seller; and

               1.2.8  any right, property or asset described in Schedule 1.2.8
hereto.

          1.3  Nonassignable Contracts.
               ----------------------- 

               1.3.1  Nonassignability.  Without limiting or otherwise affecting
                      ----------------
the rights of Buyer pursuant to Articles XI or XV, to the extent that any
Contract to be assigned pursuant to the terms of Section 1.1.3 is not capable of
being assigned without the consent, approval or waiver of a third person or
entity, nothing in this Agreement will constitute an assignment or require the
assignment thereof except to the extent provided in this Section 1.3.

               1.3.2  Seller to Use Reasonable Efforts.  Notwithstanding
                      --------------------------------
anything contained in this Agreement to the contrary, Seller will not be
obligated to assign to Buyer any of its rights and obligations in and to any of
the Contracts referred to in Section 1.3.1 without first having obtained all
consents, approvals and waivers necessary for such assignment; provided,
however, that Seller shall use reasonable efforts to obtain all such consents,
approvals 

                                       5
<PAGE>
 
and waivers prior to and, if the Closing occurs, after the Closing
Date (as defined in Section 4.1).

               1.3.3  If Waivers or Consents Cannot Be Obtained.  To the extent
                      -----------------------------------------
that the consents, approvals and waivers referred to in Section 1.3.1 are not
obtained by Seller, Seller shall use its best efforts to (a) provide to Buyer
the financial and business benefits of any Contract referred to in Section 1.3.1
and (b) enforce, at the request of Buyer, for the account of Buyer, any rights
of Seller arising from any such Contract (including without limitation the right
to elect to terminate in accordance with the terms thereof upon the advice of
Buyer).


                                   ARTICLE 2
                           ASSUMPTION OF OBLIGATIONS
                           -------------------------

          2.1  Assumption of Obligations.  Subject to the provisions of this
               -------------------------                                    
Section 2.1, Section 2.2 and Section 3.4, on the Closing Date, Buyer shall
assume the obligations of Seller arising or to be performed on or after the
Closing Date under all Contracts, including without limitation (i) the Contracts
listed in Schedule 2.1 hereto; (ii) all Contracts for the sale of advertising
time; and (iii) all Contracts for consideration other than cash, such as
merchandise, services or promotional consideration ("Trade Agreements").  All of
the foregoing liabilities and obligations shall be referred to herein
collectively as the "Assumed Liabilities."

          2.2  Retained Liabilities.  Notwithstanding anything contained in this
               --------------------                                             
Agreement to the contrary, Buyer expressly does not, and shall not, assume or
agree to pay, satisfy, discharge or perform and will not be deemed by virtue of
the execution and delivery of this Agreement to have assumed or to have agreed
to pay, satisfy, discharge or perform, any liabilities, obligations or
commitments of 

                                       6
<PAGE>
 
Seller of any nature whatsoever whether accrued, absolute,
contingent or otherwise and whether or not disclosed to Buyer, other than the
Assumed Liabilities.  All of such liabilities and obligations shall be referred
to herein collectively as the "Retained Liabilities."


                                   ARTICLE 3
                                 CONSIDERATION
                                 -------------

          3.1  Delivery of Consideration.  In consideration for the sale of the
               -------------------------
Station Assets, in addition to the assumption of certain obligations of Seller
pursuant to Section 2.1 above, Buyer shall, subject to Article 11 hereof, at the
Closing (as hereinafter defined) deliver to Seller $30,000,000 by wire transfer
of immediately available funds (the "Cash Payment"), subject to adjustment
pursuant to the provisions of Sections 3.2 and 3.4 below (collectively, the
"Purchase Price").

          3.2  Escrow Deposits.  Concurrently with the execution and delivery of
               ---------------                                                  
the Option Agreement, Buyer, Parent, and Star Media Group, Inc., as Escrow Agent
(the "Escrow Agent"), entered into an Escrow Agreement dated as of December 22,
1995 (the "Escrow Agreement") pursuant to which Buyer deposited $1,500,000 in an
escrow account as a deposit on the Purchase Price (the "Escrow Deposit").  At
the Closing, the Escrow Deposit, plus the interest accrued thereon and not
previously disbursed, shall be applied to the amount of the Cash Payment to be
paid to Seller.  In the event the parties hereto fail to close the purchase of
the Station Assets hereunder for any reason other than Buyer's breach of this
Agreement, the Escrow Deposit, plus the interest accrued thereon, shall be paid
to Buyer.

          3.3  Allocation of Purchase Price.  Seller and Buyer mutually agree
               ----------------------------                                  
upon the allocation of the Purchase Price among the Station Assets as set forth
on Schedule 3.3 

                                       7
<PAGE>
 
hereto (the "Allocation").  Buyer and Seller agree to prepare
and file all income tax returns (including, if applicable, Form 8594) in a
manner consistent with the Allocation and will not in connection with the filing
of such returns make any allocation of the Purchase Price which is contrary to
the respective Allocation.  Buyer and Seller agree to consult with each other
with respect to all issues related to the Allocation in connection with any tax
audits, controversy or litigation.  No party hereto shall take or agree to any
position inconsistent with the Allocation in connection with any tax audit,
controversy or litigation which would adversely affect the taxes of any other
party hereto to any material extent without the prior written consent of such
other party.  Such consent shall not be unreasonably withheld, and shall not be
necessary to the extent the party which takes or agrees to such inconsistent
position has indemnified the other party against the effects of such action.

          3.4  Allocations and Prorations.
               -------------------------- 

               3.4.1  For purposes of calculating the net payment to be made
pursuant to Section 3.4.2, the following items shall be allocated between Seller
and Buyer as follows:

                    (a)  All security deposits and prepayments paid by Seller
under the Contracts that are attributable to periods following the Closing Date
shall be allocated to Seller.


                    (b)  All prepayments of income for broadcast time not yet
aired or goods and services not yet delivered as of the Closing Date shall be
allocated to Buyer.

                                       8
<PAGE>
 
                    (c)  All real property and personal property taxes with
respect to the Station Assets for the current tax year will be prorated as of
the Closing Date.

               3.4.2  Allocation and proration of the items set forth in
Subsection 3.4.1 above shall be made by Buyer and a statement thereof given to
Seller within thirty (30) days after the Closing Date. Seller shall give written
notice of any objection thereto within twenty (20) days after delivery of such
statement, detailing the reason for such objection. If timely objection is made
and the parties cannot reach agreement within thirty (30) days thereafter as to
amounts claimed by one of the parties which total at least $2,000 in the
aggregate, the parties shall confer with regard to the matter and an appropriate
adjustment and payment shall be made as agreed upon by the parties (or, if they
are unable to resolve the matter, they shall select a firm of independent
certified public accountants to resolve the matter). If the parties cannot agree
on an accountant, each party shall select an accounting firm, both of which
shall review the apportionment and agree on an appropriate adjustment, and
payment shall be made as agreed upon by the accounting firms. If the two
accounting firms selected by the parties are unable to resolve the matter, the
two accounting firms shall select a third firm of independent certified public
accountants, which shall review the apportionments and make a determination of
an appropriate adjustment, and whose decision will be final and binding on the
parties, and whose fees and expenses shall be borne by Buyer and Seller in
accordance with the following sentence; provided, however, in no event shall the
adjustment resulting from such third accountant's review fall outside the range
of adjustments proposed by the accountants chosen by the parties. Payment of the
fees and expenses of all accounting firms shall be apportioned between the
parties as follows: each party shall pay an amount equal to the sum of all fees
and expenses of the accounting firm multiplied by a fraction, the numerator of
which is equal to (i) the net

                                       9
<PAGE>
 
difference between the amount claimed by such party and the amount owed
by or awarded to such party divided by (ii) the sum of (A) the net difference
between the amount claimed by the successful party and the  amount awarded to
such party, plus (B) the net difference between the amount claimed by the
unsuccessful party and the amount awarded to the successful party.  The net cash
payment to Buyer or Seller, as the case may be, shall be made within ten (10)
days after the statement is delivered, if no timely objection is made, or
otherwise within ten (10) days after the parties reach agreement as to all
disputed amounts.


                                   ARTICLE 4
                                    CLOSING
                                    -------

          4.1  Closing.  Except as otherwise mutually agreed upon by Buyer and
               -------                                                        
Seller, the consummation of the transactions contemplated herein (the "Closing")
shall occur within five (5) business days after the FCC Consent has become a
Final Order (as hereinafter defined) or such other date as may be mutually
agreed to by the parties ("Closing Date").  For purposes of the Agreement,
"Final Order" means action by the FCC consenting to the assignments contemplated
by this Agreement which is not reversed, stayed, enjoined, set aside, annulled
or suspended, and with respect to which action no timely request for stay,
petition for rehearing, or appeal is pending, and as to which the time for
filing any such request, petition or appeal or reconsideration by the FCC on its
own motion has expired.  The Closing shall be held at the offices of Weil,
Gotshal & Manges, 100 Crescent Court, Suite 1300, Dallas, Texas unless Buyer's
lenders request that the Closing be held in New York, New York or Washington,
D.C., in which case the Closing shall be held at the offices and in the city
designated by Evergreen's lenders.


                                   ARTICLE 5

                                       10
<PAGE>
 
                             GOVERNMENTAL CONSENTS
                             ---------------------

          5.1  FCC Consent.  It is specifically understood and agreed by Buyer
               -----------                                                    
and Seller that the Closing and the assignment of the Station Licenses and the
transfer of the Station Assets are expressly conditioned on and are subject
to the prior consent and approval of the FCC ("FCC Consent").

          5.2  FCC Application.  Within five days after the execution of this
               ---------------                                               
Agreement or such earlier time as shall be agreed to by all of the parties
hereto, Buyer and Seller shall file the application with the FCC for the FCC
Consent ("FCC Application").  Buyer and Seller shall prosecute the FCC
Application with all reasonable diligence and otherwise use their best efforts
to obtain the FCC Consent as expeditiously as practicable (but neither Buyer nor
Seller shall have any obligation to satisfy complainants or the FCC by taking
any steps which would have a material adverse effect upon Buyer or Seller or
upon any of their Affiliates).  If the FCC Consent imposes any condition on
Buyer or Seller, such party shall use its best efforts to comply with such
condition; provided, however, that neither Buyer nor Seller shall be required
hereunder to comply with any condition that would have a material adverse effect
upon it or any of its Affiliates.  If reconsideration or judicial review is
sought with respect to the FCC Consent, the party affected shall vigorously
oppose such efforts for reconsideration or judicial review; provided, however,
that nothing herein shall be construed to limit either party's right to
terminate this Agreement pursuant to Article 16 hereof.


                                   ARTICLE 6
                    REPRESENTATIONS AND WARRANTIES OF BUYER
                    ---------------------------------------

                                       11
<PAGE>
 
          Buyer hereby makes the following representations and warranties to
Seller.

          6.1  Organization and Standing.  Buyer is a corporation duly
               -------------------------                              
organized, validly existing and in good standing under the laws of the state of
its incorporation.

          6.2  Authorization and Binding Obligation.  Buyer has all necessary
               ------------------------------------                          
corporate power and authority to enter into and perform this Agreement and the
transactions contemplated hereby, and to own or lease the Station Assets and to
carry on the business of the Stations upon the consummation of the transactions
contemplated by this Agreement. Buyer's execution, delivery and performance of
this Agreement and the transactions contemplated hereby have been duly and
validly authorized by all necessary action on its part. This Agreement has been
duly executed and delivered by Buyer and, assuming the due authorization,
execution and delivery of this Agreement by Seller, this Agreement constitutes
the valid and binding obligation of Buyer, enforceable against it in accordance
with its terms, except as limited by laws affecting creditors' rights or
equitable principles generally.

          6.3  Qualification.  Except as set forth on Schedule 6.3 hereto, there
               -------------                                                    
are no facts which, under the Communications Act of 1934, as amended, or the
existing rules and regulations of the FCC, would disqualify or prohibit Buyer as
an assignee of the Station Licenses.

          6.4  Absence of Conflicting Agreements or Required Consents.  Except
               ------------------------------------------------------         
as set forth in Article 5 hereof with respect to governmental consents or
otherwise disclosed in Schedule 6.4 hereto, the execution, delivery and
performance of this Agreement by Buyer:  (a) do not violate or conflict with any
of the terms, conditions or provisions of the certificate of incorporation or
by-laws of Buyer; (b) do not require the consent of any third party not
affiliated with 

                                       12
<PAGE>
 
Buyer; (c) will not violate any applicable law, judgment, order,
injunction, decree, rule, regulation or ruling of any governmental authority to
which Buyer is a party; and (d) will not, either alone or with the giving of
notice or the passage of time, or both, conflict with, constitute grounds for
termination of or result in a breach of the terms, conditions or provisions of,
or constitute a default under, any agreement, instrument, license or permit to
which Buyer is now subject.

          6.5  Litigation; Compliance with Law.  There is no litigation,
               -------------------------------                          
administrative actions, arbitration or other proceeding, or petition, complaint
or investigation before any court or governmental body, pending against Buyer
that would adversely affect Buyer's ability to perform its obligations pursuant
to this Agreement or the agreements to be executed by Buyer in connection
herewith.  Buyer has committed no violation of any applicable law, regulation or
ordinance or any other requirement of any governmental body or court which would
have a material adverse effect on Buyer or its ability to perform its
obligations pursuant to this Agreement or the agreements to be executed in
connection herewith.

          6.6  Financial Capacity.  Buyer has the financial capacity to satisfy
               ------------------                                              
all of its obligations under this Agreement.


                                   ARTICLE 7
                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------

          Seller makes the following representations and warranties to Buyer:

          7.1  Organization and Standing.  Seller is a corporation duly
               -------------------------                               
organized, validly existing and in good standing under the laws of the state of
its incorporation 

                                       13
<PAGE>
 
and has the corporate power and authority to own, lease and
operate the Station Assets and to carry on the business of the Stations as now
being conducted.

          7.2  Authorization and Binding Obligation.  Seller has the corporate
               ------------------------------------                           
power and authority to enter into and perform this Agreement and the
transactions contemplated hereby, and the execution, delivery and performance of
this Agreement, and the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action on behalf of Seller.  This
Agreement has been duly executed and delivered by Seller and, assuming the due
authorization, execution and delivery of this Agreement by Buyer, constitutes
the valid and binding obligation of Seller enforceable against it in accordance
with its terms, except as limited by laws affecting the enforcement of
creditor's rights or equitable principles generally.

          7.3  Absence of Conflicting Agreements or Required Consents.  Except
               ------------------------------------------------------         
as set forth in Article 5 with respect to governmental consents, and Section
10.4 hereof and as set forth in Schedule 7.8 with respect to consents required
in connection with the assignment of certain Contracts, the execution, delivery
and performance of this Agreement by Seller:  (a) will not conflict with, result
in a breach of, or constitute a violation of or default under, the provisions of
Seller's certificate of incorporation or by-laws or any applicable law,
judgment, order, injunction, decree, rule, regulation or ruling of any
governmental authority to which Seller is a party or by which Seller or any of
the Station Assets are bound; or (b) 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 material Contract, Trade Agreement,
agreement, instrument, license or permit to which either Seller or any of the
Station Assets is now subject; other than in the case of (a) or (b) any

                                       14
<PAGE>
 
such conflicts, violations or defaults which would not, individually or in the
aggregate have a material adverse effect on the Station.

          7.4  Compliance with FCC Regulations.  (a) The operation of the
               -------------------------------                           
Stations and all of the Station Assets are in compliance in all material
respects with (i) all applicable engineering standards required to be met under
applicable FCC rules, and (ii) all other applicable federal, state and local
rules, regulations, requirements and policies, including, but not limited to,
equal employment opportunity policies of the FCC, all applicable painting and
lighting requirements of the FCC and the Federal Aviation Administration and
ANSI Radiation Standards C95.1 - 1982 to the extent required to be met under
applicable FCC rules and regulations.

          (b)  Seller is the legally authorized holder of the Station Licenses,
each of which is in full force and effect.  The Station has been operated in all
material respects in accordance with the terms of the Station Licenses.  Except
for proceedings affecting the radio broadcast industry generally, there are no
proceedings pending or, to Seller's knowledge, threatened with respect to
Seller's ownership or operation of the Station which reasonably may be expected
to result in the revocation, material adverse modification, non-renewal or
suspension of any of the Station Licenses, the denial of any pending
applications for Station Licenses, the issuance against Seller of any cease and
desist order, or the imposition of any administrative actions by the FCC or any
domestic or foreign court, government, governmental agency, authority, entity or
instrumentality with respect to the Station Licenses.  Seller has taken no
actions under the Communications Act or the rules, regulations or written
policies of the FCC in effect on the date of this Agreement that reasonably may
be expected to disqualify the Seller from transferring control of the Station
Licenses to Buyer 

                                       15
<PAGE>
 
or that would prevent the consummation by them of the transactions contemplated
by this Agreement.

          7.5  Personal Property.  Schedule 7.5 hereto contains a list of all
               -----------------                                             
material tangible personal property and assets owned or held by Seller and used
or useful in the conduct of the business and operations of the Stations.  Except
as disclosed in Schedule 7.5, Seller owns and has, and following the Closing,
Buyer will have, good and indefeasible title to all such property (and to all
other tangible personal property and assets to be transferred to Buyer
hereunder), and none of such property is, or at the Closing will be, subject to
any material security interest, mortgage, pledge, conditional sales agreement,
lease, license, or other lien or encumbrance other than Permitted Encumbrances
(as hereinafter defined).

          7.6  Real Property.
               ------------- 

               7.6.1  Schedule 7.6.1 hereto contains a complete and accurate
list and description of all material real property owned and leased by Seller
and used by the Stations and all agreements, leases and contracts of Seller
relating to the tower, transmitter, studio site and offices of the Stations
(collectively the "Real Estate Contracts"). The Real Estate Contracts requiring
the consent of a third party to assignment are identified by an asterisk in
Schedule 7.6.2.

               7.6.2  The Real Estate Contracts listed on Schedule 7.6.2 are in
full force and effect and are valid, binding and enforceable in accordance with
their terms.

               7.6.3  Seller has and shall convey to Buyer good and indefeasible
fee simple title to the owned Real Estate free and clear of any mortgages,
liens, charges and encumbrances, except the liens and encumbrances described in
Schedule 7.6.3 hereto and such other liens and encumbrances 

                                       16
<PAGE>
 
which, in the aggregate, will not have a material adverse effect on the Station
Assets or the operation of the Stations ("Permitted Encumbrances").

          7.7  Contracts.  Schedule 7.7 hereto lists all material Contracts to
               ---------                                                      
which Seller is a party as of the date of this Agreement.  Those Contracts
requiring the consent of a third party to assignment are identified by an
asterisk in Schedule 7.7.

          7.8  Status of Contracts.  Except as set forth in Schedule 7.8, Seller
               -------------------                                              
is not in default under any of the Contracts set forth on Schedule 7.7, except
such defaults which, in the aggregate, will not have a material adverse effect
on the Station Assets or the operation of the Stations.

          7.9  Environmental.  Except as set forth in Schedule 7.9 hereto,
               -------------                                              
Seller has complied in all material respects with all federal, state and local
environmental laws, rules and regulations as in effect on the date hereof
applicable to the Stations and their operations, including but not limited to
the FCC's guidelines regarding RF radiation.

          7.10  Intellectual Property.  Schedule 7.10 hereto is a true and
                ---------------------                                     
complete list of all material Intellectual Property applied for, issued to or
owned by Seller or under which Seller is a licensee and used exclusively in the
conduct of the business and operations of any of the Stations.  To the knowledge
of Seller, the operation of the Stations as now conducted does not conflict with
any valid patents, trademarks, trade name, service marks or copyrights of others
in any way which is reasonably likely to have a material adverse effect on the
Station Assets or the operation of the Station.

                                       17
<PAGE>
 
          7.11  Personnel Information.  Seller is not a party to any Contract
                ---------------------                                        
with any labor organization, nor has Seller agreed to recognize any union or
other collective bargaining unit, nor has, any union or other collective
bargaining unit been certified as representing any of employees of Seller.
Seller has no knowledge of any organizational effort currently being made or
threatened by or on behalf of any labor union with respect to employees of
Seller.

          7.12  Litigation.  Except as set forth in Schedule 7.12 hereto, Seller
                ----------                                                      
is not subject to any judgment, award, order, writ, injunction, arbitration
decision or decree relating to the conduct of the business or the operation of
the Stations or any of the Station Assets, and there is no litigation,
administrative action, proceeding or investigation pending or, to the knowledge
of Seller, threatened against Seller or either of the Stations in any federal,
state or local court, or before any administrative agency or arbitrator
(including, without limitation, any proceeding which seeks the forfeiture of, or
opposes the renewal of, any of the Station Licenses), or before any other
tribunal duly authorized to resolve disputes which, if determined adversely,
will have a material adverse effect on the Station Assets or the operation of
the Stations.

          7.13  Employee Benefit Plans.  Schedule 7.13 hereto contains a true
                ----------------------                                       
and complete list as of the date of this Agreement of all employee benefit plans
applicable to the employees of Seller employed at the Stations (the "Plans").
Seller does not maintain any other employee benefit plan as the term is defined
in Section 3 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), applicable to the employees of Seller employed at the Stations.

          7.14  Commissions or Finder's Fees.  Neither Seller nor any person or
                ----------------------------                                   
entity acting on behalf of Seller 

                                       18
<PAGE>
 
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, except
to Star Media Group, Inc., whose fee will be paid entirely by Seller.

          7.15  Knowledge.  As used in this Article 7, the terms "to Seller's
                ---------                                                    
knowledge" and "to the knowledge of Seller" shall mean the actual knowledge of
the persons listed on Schedule 7.15.


                                   ARTICLE 8
                               COVENANTS OF BUYER
                               ------------------

          8.1  Closing.  Subject to Article 11 hereof, on the Closing Date,
               -------                                                     
Buyer shall purchase the Station Assets from Seller as provided in Article 1
hereof and shall assume the Assumed Liabilities of Seller as provided in Article
2 hereof.

          8.2  Notification.  Buyer shall notify Seller of any litigation,
               ------------                                               
arbitration or administrative proceeding pending or, to its knowledge,
threatened against Buyer which challenges the transactions contemplated hereby.

          8.3  No Inconsistent Action.  Buyer shall not take any other action
               ----------------------                                        
which is materially inconsistent with its obligations under this Agreement.

          8.4  Seller's Post-Closing Access.  Buyer, for a period of five (5)
               ----------------------------                                  
years following the Closing Date, shall make available during normal business
hours for audit and inspection by Seller and its representatives for any
reasonable purpose and upon reasonable notice all records, files, documents and
correspondence transferred to it hereunder with respect to taxes, regulations,
and litigations.  Buyer shall at no time dispose of or destroy any such records,
files, documents and correspondence 

                                       19
<PAGE>
 
without giving thirty (30) days prior notice to Seller to permit Seller, at its
expense, to examine, duplicate or take possession of and title to such records,
files, documents and correspondence. All personnel records shall be maintained
as confidential if required by any applicable state or federal law.

          Buyer shall make available to Seller during normal business hours upon
reasonable notice in writing:  (i) personnel of Buyer to assist Seller in
locating and obtaining records and files with respect to the Stations for
periods prior to the Closing Date; and (ii) any personnel of Buyer whose
assistance or participation is reasonably required by Seller in anticipation of,
preparation for, or the prosecution or defense of existing or future litigation,
tax returns or other matters, in which Seller is involved with respect to the
Stations; provided, however, that nothing in this Section 8.4 shall obligate
Buyer to take actions that would unreasonably disrupt the normal course of its
business, violate the terms of any contract or agreement to which it is a party
or to which it or any of its assets is subject or grant access to any of its
proprietary, confidential or classified information.

          8.5  Accounts Receivable.  (a) Buyer acknowledges that all accounts
               -------------------                                           
receivable arising out of Seller's sale of advertising time prior to the Closing
Date in connection with the operation of the Stations, including but not limited
to accounts receivable for advertising revenues for programs and announcements
performed prior to the Closing Date and other broadcast revenues for services
performed prior to the Closing Date, shall remain the property of Seller (the
"Seller Accounts Receivable") and that Buyer shall not acquire any beneficial
right or interest therein or responsibility therefor.  For a period not to
exceed one hundred and twenty days from the Closing Date, Buyer agrees to use
its best efforts to assist Seller in collection of the Seller Accounts
Receivable in the normal and ordinary 

                                       20
<PAGE>
 
course of business and will apply all such amounts collected to the debtor's
oldest account receivable first. Buyer's obligation and authority shall not
extend to the institution of litigation, employment of counsel or a collection
agency or any other extraordinary means of collection. Buyer agrees to
reasonably cooperate with Seller, at Seller's expense, as to any litigation or
other collection efforts instituted by Seller to collect delinquent Seller
Accounts Receivable.

          (b) Buyer and Seller agree that Buyer shall remit the Seller Accounts
Receivable on or prior to the 120th day following the Closing Date.  Thereafter,
all rights and responsibilities with respect to the uncollected Seller Accounts
Receivable shall revert to Seller.

          8.6  Employee Matters.  (a)  Buyer acknowledges and agrees that Buyer
               ----------------                                                
shall hire each employee of the Stations at the same or comparable position and
on terms not materially less favorable than those covering such employee on the
Closing Date.

               (b)  No portion of the assets of any Plan, fund, program or
arrangement, written or unwritten, heretofore sponsored or maintained by Seller
(and no amount attributable to any such plan, fund, program or arrangement)
shall be transferred to Buyer, and Buyer shall not be required to continue, nor
shall Buyer assume any obligation under, any such plan, fund, program or
arrangements after the Closing Date.


                                   ARTICLE 9
                              COVENANTS OF SELLER
                              -------------------

          9.1  Seller's Pre-Closing Covenants.   Seller covenants and agrees
               ------------------------------                               
with respect to the Stations that between the date hereof and the Closing Date,
except as 

                                       21
<PAGE>
 
expressly permitted by this Agreement or with the prior written consent of
Buyer, it shall act in accordance with the following:

               9.1.1  Seller shall conduct the business and operations of the
Stations in the ordinary course of business.

               9.1.2  Seller shall operate the Stations in all material respects
in accordance with FCC rules and regulations and the Station Licenses and with
all other laws, regulations, rules and orders.

               9.1.3  Seller shall give or cause the Stations to give Buyer and
Buyer's counsel, accountants, engineers and other representatives, with Seller's
prior consent (which consent shall not be unreasonably withheld), full and
reasonable access during normal business hours to all of Seller's properties,
books, Contracts, Trade Agreements, reports and records including financial
information and tax returns relating to the Stations, and to all real estate,
buildings and equipment relating to the Stations, in order that Buyer may have
full opportunity to make such investigation as it desires of the affairs of the
Stations and to furnish Buyer with information, and copies of all documents and
agreements including but not limited to financial and operating data and other
information concerning the financial condition, results of operations and
business of the Station, that Buyer may reasonably request. The rights of Buyer
under this Section shall not be exercised in such a manner as to interfere
unreasonably with the business of the Stations.

               9.1.4  Consents.  Seller will use reasonable efforts to obtain
                      --------                                               
the third-party consents listed on Schedule 9.1.4.

                                       22
<PAGE>
 
          9.2  No Inconsistent Action.  Seller shall not take any action which
               ----------------------                                         
is materially inconsistent with its obligations under this Agreement.

          9.3  Closing Covenant.  On the Closing Date, Seller shall transfer,
               ----------------                                              
convey, assign and deliver to Buyer the Station Assets and the Assumed
Liabilities as provided in Articles 1 and 2 of this Agreement.

          9.4  License.  Seller shall grant to Buyer, a non-exclusive, royalty
               -------                                                        
free, assignable license with respect to the proprietary rights listed on
Schedule 9.4.


                                   ARTICLE 10
                                JOINT COVENANTS
                                ---------------

          Buyer and Seller covenant and agree that between the date hereof and
the Closing Date, they shall act in accordance with the following:

          10.1  Confidentiality.  Each of Buyer and Seller shall each keep
                ---------------                                           
confidential all information obtained by it with respect to the other parties
hereto in connection with this Agreement and the negotiations preceding this
Agreement, and will use such information solely in connection with the
transactions contemplated by this Agreement, and if the transactions
contemplated hereby are not consummated for any reason, each shall return to
each other party hereto, without retaining a copy thereof, any schedules,
documents or other written information obtained from such other party in
connection with this Agreement and the transactions contemplated hereby.
Notwithstanding the foregoing, no party shall be required to keep confidential
or return any information which (i) is known or available through other lawful
sources, not bound by a confidentiality agreement with the disclosing party, or
(ii) is or becomes publicly known through no fault of the receiving party or 

                                       23
<PAGE>
 
its agents, (iii) is required to be disclosed pursuant to an order or request of
a judicial or governmental authority (provided the disclosing party is given
reasonable prior notice), or (iv) is developed by the receiving party
independently of the disclosure by the disclosing party.

          10.2  Cooperation.  Buyer and Seller shall cooperate fully with one
                -----------                                                  
another in taking any actions, including actions to obtain the required consent
of any governmental instrumentality or any third party necessary or helpful to
accomplish the transactions contemplated by this Agreement; provided, however,
that no party shall be required to take any action which would have a material
adverse effect upon it or any Affiliate.

          10.3  Control of Stations.  Buyer shall not, directly or indirectly,
                -------------------                                           
control, or direct the operations of the Stations.  Such operations, including
complete control over the Stations' programming, employees and policies, shall
be the sole responsibility of Seller.

          10.4  Filings.  In addition to the covenants of the parties set forth
                -------                                                        
in Article 5 hereto, as promptly as practicable after the execution of this
Agreement, Buyer and Seller shall use their reasonable efforts to obtain, and to
cooperate with each other in obtaining, all authorizations, consents, orders and
approvals of any governmental authority that may be or become necessary in
connection with the consummation of the transactions contemplated by this
Agreement, and to take all reasonable actions to avoid the entry of any order or
decree by any governmental authority prohibiting the consummation of the
transactions contemplated hereby, including without limitation, any reports or
notifications that may be required to be filed by it under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the "HSR Act") with the Federal Trade
Commission and the Antitrust Division of the Department of Justice, and each
shall furnish to one another all such information in 

                                       24
<PAGE>
 
its possession as may be necessary for the completion of the reports or
notifications to be filed by the other.

          10.5  Bulk Sales Laws.  Buyer hereby waives compliance by Seller with
                ---------------                                                
the provisions of the "bulk sales" or similar laws of any state.  Seller agrees
to indemnify the Buyer and hold it harmless from any and all loss, cost, damage
and expense (including but not limited to, reasonable attorney's fees) sustained
by Buyer as a result of any failure of Seller to comply with any "bulk sales" or
similar laws.

          10.6  Public Announcements.  Neither Buyer nor Seller shall issue any
                --------------------                                           
press release or make any disclosure with respect to the transaction
contemplated by this Agreement without the prior written approval of the other
party, except as may be required by applicable law or by obligations pursuant to
any listing agreement with any securities exchange or any stock exchange
regulations.


                                   ARTICLE 11
                         CONDITIONS OF CLOSING BY BUYER
                         ------------------------------

          The obligations of Buyer hereunder are, at its option, subject to
satisfaction, at or prior to the Closing Date, of each of the following
conditions:

          11.1  Representations, Warranties and Covenants.
                ----------------------------------------- 

               11.1.1  All representations and warranties of Seller made in this
Agreement or in any Exhibit, Schedule or document delivered pursuant hereto,
shall be true and complete as of the date hereof and on and as of the Closing
Date as if made on and as of that date, except for changes expressly permitted
or contemplated by the terms of this Agreement and for such breaches of
representations and warranties that, in the aggregate, will not have a material

                                       25
<PAGE>
 
adverse effect on the Station Assets or the operation of the Stations.

               11.1.2  All of the terms, covenants and conditions to be complied
with and performed by Seller on or prior to the Closing Date shall have been
complied with or performed in all material respects.

               11.1.3  Buyer shall have received a certificate, dated as of the
Closing Date, from Seller, executed by an officer of Seller to the effect that
the conditions set forth in Sections 11.1.1 and 11.1.2 have been fulfilled.

          11.2  Governmental Consents.  The conditions specified in Section 5.1
                ---------------------                                          
of this Agreement shall have been satisfied.

          11.3  Adverse Proceedings.  No order, decree or judgment of any court,
                -------------------                                             
agency or other governmental authority shall have been rendered against any
party hereto which would render it unlawful, as of the Closing Date, to effect
the transactions contemplated by this Agreement in accordance with its terms.

          11.4  Closing Documents.  Seller shall have delivered or caused to be
                -----------------                                              
delivered to Buyer, on the Closing Date, all deeds, bills of sale, endorsements,
assignment and other instruments of conveyance and transfer consistent with the
terms hereof and otherwise reasonably satisfactory in form and substance to
Buyer, effecting the sale, transfer, assignment and conveyance of the Station
Assets to Buyer, including, without limitation, each of the documents required
to be delivered pursuant to Article 14.

          11.5  Pre-Merger Notification.  Any waiting period under the HSR Act
                -----------------------                                       
with respect to the transactions contemplated by this Agreement shall have
elapsed.

                                       26
<PAGE>
 
                                   ARTICLE 12
                        CONDITIONS OF CLOSING BY SELLER
                        -------------------------------

          The obligations of Seller hereunder are, at its option, subject to
satisfaction, at or prior to the Closing Date, of each of the following
conditions:

          12.1  Representations, Warranties and Covenants.
                ----------------------------------------- 

               12.1.1  All representations and warranties of Buyer shall be true
and complete on and as of the Closing Date, except for changes expressly
permitted or contemplated by the terms of this Agreement and for such breaches
of representations and warranties that, in the aggregate, will not have a
material adverse effect on the ability of Buyer to discharge its obligations
hereunder.

               12.1.2  All the terms, covenants and conditions to be complied
with and performed by Buyer on or prior to the Closing Date shall have been
complied with or performed in all material respects.

               12.1.3  Seller shall have received a certificate, dated as of the
Closing Date, executed by an officer of Buyer, to the effect that the conditions
set forth in Sections 12.1.1 and 12.1.2 have been fulfilled.

          12.2  Governmental Consents.  The conditions specified in Section 5.1
                ---------------------                                          
of this Agreement shall have been satisfied.  For purposes of this Section 12.2,
the condition specified in Section 5.1 shall be deemed to be satisfied whether
or not the FCC Consent has become a Final Order, unless a petition to deny has
been filed against the FCC assignment applications for the proposed transaction.

          12.3  Adverse Proceedings.  No order, decree or judgment of any court,
                -------------------                                             
agency or other governmental 

                                       27
<PAGE>
 
authority shall have been rendered against, any party hereto which would render
it unlawful, as of the Closing Date, to effect the transactions contemplated by
this Agreement in accordance with its terms.


                                  ARTICLE 13
                       TRANSFER TAXES; FEES AND EXPENSES
                       ---------------------------------

          13.1  Expenses.  Except as set forth in Sections 13.2, 13.3 and 16.2
                --------                                                      
hereof, each party hereto shall be solely responsible for all costs and expense
incurred by it in connection with the negotiation, preparation and performance
of and compliance with the terms of this Agreement, including, but not limited
to, the costs and expenses incurred pursuant to Article 5 hereof.

          13.2  Transfer Taxes and Similar Charges.  All costs of transferring
                ----------------------------------                            
the Station Assets in accordance with this Agreement, including recordation,
transfer and documentary taxes and fees, and any excise, sales or use taxes,
shall be borne by Buyer.

          13.3  Governmental Filing or Grant Fees.  Any filing or grant fees
                ---------------------------------                           
imposed by any governmental authority the consent of which is required for the
consummation of the transactions contemplated hereby shall be borne by Buyer.


                                  ARTICLE 14
                     DOCUMENTS TO BE DELIVERED AT CLOSING
                     ------------------------------------

          14.1  Seller's Documents.  At the Closing, Seller shall deliver or
                ------------------                                          
cause to be delivered to Buyer the following:

               14.1.1  Certified resolutions of the Board of Directors of Seller
approving the execution and delivery of

                                       28
<PAGE>
 
this Agreement and each of the other documents and authorizing the consummation
of the transactions contemplated hereby and thereby;

               14.1.2  Certificates, dated the Closing Date, by Seller in the
form described in Section 11.1.3;

               14.1.3  Bills of Sale, general warranty deed, assignments and
other good and sufficient instruments of conveyance, transfer and assignment,
all in form and substance consistent with the terms hereof and otherwise
reasonably satisfactory to Buyer, as shall be effective to vest in Buyer or its
permitted assignees, good and marketable title in and to the Station Assets
transferred pursuant to this Agreement in accordance with the terms of this
Agreement;

               14.1.4  The consents listed on Schedule 9.1.4; and

               14.1.5  A certificate of the Secretary of State of the State of
Delaware showing that each of Parent and Seller is duly incorporated and in good
standing certified as of a recent date.

          14.2  Buyer's Documents.  At the Closing, Buyer shall deliver or cause
                -----------------                                               
to be delivered to Seller the following:

               14.2.1  The Purchase Price in accordance with Section 3.1 hereof;

               14.2.2  A certificate, dated the Closing Date, by Buyer in the
form described in Section 12.1.3;

               14.2.3  Long-Form Certificate of Good Standing (including tax
certification) and certified charter 

                                       29
<PAGE>
 
of Buyer from the State of Delaware dated not more than forty-five (45) days
before the Closing Date;

               14.2.4  An assignment and assumption agreement or agreements
reasonably satisfactory in form and substance to counsel to Seller effecting the
assumption of the Assumed Liabilities; and

               14.2.5  Certified resolutions of the Board of Directors of Buyer
approving the execution and delivery of this Agreement and each of the other
documents and agreements referred to herein and authorizing the consummation of
the transactions contemplated hereby and thereby.

                                  ARTICLE 15 
                                INDEMNIFICATION
                                ---------------

          15.1  Indemnification by Parent and Seller.  Parent and Seller hereby
                ------------------------------------                           
agree to indemnify, defend and hold harmless Buyer, with respect to any and all
demands, claims, actions, suits, proceedings, assessments, judgments, costs,
losses, damages, liabilities and expenses (including, without limitation,
interest, penalties, court costs and reasonable attorneys' fees) ("Damages")
asserted against, resulting from, imposed upon or incurred by Buyer directly or
indirectly relating to or arising out of:

               15.1.1  The breach by Seller of any of its representations or
warranties, or failure by Seller to perform any covenants or agreements of
Seller, set forth in this Agreement or in any certificate, or in any document or
schedule delivered hereunder;

               15.1.2  The Retained Liabilities; and

                                       30
<PAGE>
 
               15.1.3  The use or ownership of the Station Assets or operation
of the Stations prior to the Closing Date.

          15.2  Indemnification by Buyer.  Buyer hereby agrees to indemnify,
                ------------------------                                    
defend and hold harmless Parent and Seller with respect to any and all Damages
asserted against, resulting from, imposed upon or incurred by Parent or Seller
directly or indirectly relating to or arising out of:

               15.2.1  The breach by Buyer of any of its representations or
warranties, or failure by Buyer to perform any covenants or agreements of Buyer
set forth in this Agreement;

               15.2.2  The Assumed Liabilities;

               15.2.3  The use or ownership of the Station Assets or operation
of the Stations after the Closing Date; and

               15.2.4  A claim by any person or entity based on any arrangement
or agreement to pay a commission, finder's fee or similar payment in connection
with this Agreement made or alleged to have been made by Buyer.

          15.3  Survival of Representations and Warranties.  The representations
                ------------------------------------------                      
and warranties contained herein shall survive the Closing and remain in full
force and effect for nine months after the Closing Date.  Any claim for
indemnification with respect to any of such matters which is not asserted by
notice given as herein provided which specifically identifies a particular
breach and the underlying facts and Damages relating thereto within such
specified period of survival may not be pursued and is hereby irrevocably waived
after such time.

          15.4  Procedures.
                ---------- 

                                       31
<PAGE>
 
               15.4.1  Promptly (within ten days) after the receipt by any party
(the "Indemnified Party") of notice of (a) any claim or (b) the commencement of
any action or proceeding which may entitle such party to indemnification under
this Article 15, such party shall give the party from whom indemnification may
be sought (the "Indemnifying Party") written notice of such claim or the
commencement of such action or proceeding and shall permit the Indemnifying
Party to assume the defense of any such claim or any litigation resulting from
such claim.

               15.4.2  If the Indemnifying Party assumes the defense of any such
claim or litigation resulting therefrom with counsel reasonably acceptable to
the Indemnified Party, the obligations of the Indemnifying Party as to such
claim shall be limited to taking all steps necessary in the defense or
settlement of such claim or litigation resulting therefrom and to holding the
Indemnified Party harmless from and against any losses, damages and liabilities
caused by or arising out of any settlement approved by the Indemnifying Party or
any judgment in connection with such claim or litigation resulting therefrom;
however, the Indemnified Party may participate, at its expense, in the defense
of such claim or litigation provided that the Indemnifying Party shall direct
and control the defense of such claim or litigation. The Indemnified Party shall
cooperate and make available all books and records reasonably necessary and
useful in connection with the defense. The Indemnifying Party shall not, in the
defense of such claim or any litigation resulting therefrom, consent to entry of
any judgment, except with the written consent of the Indemnified Party, or enter
into any settlement, except with the written consent of the Indemnified Party.
Any settlement must include as an unconditional term thereof the giving by the
claimant or the plaintiff to the Indemnified Party of a release from all
liability in respect of such claim or litigation.

                                       32
<PAGE>
 
               15.4.3  If the Indemnifying Party shall not assume the defense of
any such claim or litigation resulting therefrom, the Indemnified Party may, but
shall have no obligation to, defend against such claim or litigation in such
manner as it may deem appropriate, and the Indemnified Party may compromise or
settle such claim or litigation without the Indemnifying Party's consent. The
Indemnifying Party shall promptly reimburse the Indemnified Party for the amount
of all expenses, legal or otherwise, incurred by the Indemnified Party in
connection with the defense against or settlement of such claim or litigation.
If no settlement of the claim or litigation is made, the Indemnifying Party
shall promptly reimburse the Indemnified Party for the amount of any judgment
rendered with respect to such claim or in such litigation and of all expenses,
legal or otherwise, incurred by the Indemnified Party in the defense against
such claim or litigation.

          15.5  Limits on and Conditions of Indemnification.
                ------------------------------------------- 

               15.5.1  Threshold Amount; Cap.  Notwithstanding any other
                       --------------------- 
provision hereof, no Indemnified Party shall be entitled to make a claim against
an Indemnifying Party in respect of any breach of a representation or warranty
under Sections 15.1.1 or 15.2.1 except to the extent that the aggregate amount
of such Damages exceeds the amount of $100,000 (the "Threshold Amount");
provided, however, that once such aggregate has been exceeded, such Indemnifying
Party shall only be liable for the amount that such Damages exceed the Threshold
Amount. Notwithstanding any other provision of the Agreement, the indemnity
obligation of Parent and Seller on one hand, or Buyer on the other hand under
Section 15.1 or 15.2, respectively, will not exceed $1,350,000.

               15.5.2  Assignment of Claims.  In the event that any of the
                       --------------------
Damages for which an Indemnifying Party is responsible or allegedly responsible
hereunder are 

                                       33
<PAGE>
 
recoverable or potentially recoverable against any third party at the time when
payment is due under this Article 15, then, the Indemnified Party shall assign
any and all rights that it may have that are related in any fashion to the
Damages or the facts or circumstances giving rise thereto to the Indemnifying
Party as a condition to any payment due under this Article 15, or, if such
rights are not assignable under applicable law or otherwise, the Indemnified
Party hereunder shall attempt in good faith to collect any and all damages and
losses on account thereof from such third party for the benefit of, and at the
expense and direction of, the Indemnifying Party.

               15.5.3  Indemnity Payments.  The parties agree that any payments
                       ------------------
made pursuant to this Article 15 will be treated by the parties on all
applicable tax returns as an adjustment to the purchase price payable hereunder.

               15.5.4  Known Matters.  Notwithstanding anything to the contrary
                       -------------                                           
herein contained, if the Closing occurs, (i) no claim for indemnification may be
asserted under Section 15.1 with respect to any matter discovered by or known to
Buyer on or before the Closing Date and (ii) no claim for indemnification may be
asserted under Section 15.2 with respect to any matter discovered by or known to
Seller on or before the Closing Date.

          As between any Seller, on the one hand, and Buyer, on the other hand,
after the Closing the rights and obligations set forth in this Article 15 will
be the exclusive rights and obligations with respect to this Agreement, the
events giving rise to this Agreement and the transaction provided for herein or
contemplated thereby.  Without limiting the generality or effect of the
foregoing, as a material inducement to the other parties hereto entering into
this Agreement, and in light of, among other factors, each of the parties to
this Agreement hereby (i) waives any claim or cause of action which it otherwise

                                       34
<PAGE>
 
might assert, including without limitation under the common law or federal or
state securities, trade regulation or other laws, by reason of this Agreement,
the event giving rise to this Agreement and the transactions provided for herein
or contemplated hereby or thereby, except for claims or causes of action brought
under and subject to the terms and conditions of this Article 15 and (ii) agrees
that, regardless of the foregoing provisions, no party will have any liability
in respect of any claim of cause of action that is or may be brought except in
respect of damages, and then only to the extent expressly provided in this
Article 15.


                                  ARTICLE 16
                              TERMINATION RIGHTS
                              ------------------

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

               (a)  by written notice of the Buyer to Seller if Seller breaches
in any material respect any of its representations or warranties or defaults in
any material respect in the observance or in the due and timely performance of
any of its covenants or agreements herein contained and such breach or default
shall not be cured within thirty (30) days of the date of notice of breach or
default served by Buyer or by written notice of Seller to the Buyer if Buyer
breaches in any material respect any of its representations or warranties or
defaults in any material respect in the observance or in the due and timely
performance of any of its covenants or agreements herein contained and such
breach or default shall not be cured within thirty (30) days of the date of
notice of breach or default served by Buyer; or

                                       35
<PAGE>
 
               (b)  by written notice of Buyer to Seller, or by Seller to Buyer,
if the FCC denies the FCC Application or designates it for a trial-type hearing;
or

               (c)  by written notice of Buyer to Seller, or by Seller to Buyer,
if there shall be in effect any judgment, final decree or order that would
prevent or make unlawful the consummation of the transactions contemplated by
this Agreement; or

               (d)  by written notice of Buyer to Seller, or by Seller to the
Buyer, if the Closing shall not have been consummated on or before August 1,
1997.

Notwithstanding the foregoing, no party hereto may effect a termination hereof
if such party is in material default or breach of this Agreement.

          16.2  Liability.  Except as set forth in Section 17.1 below, the
                ---------                                                 
termination of this Agreement under Section 16.1 shall not relieve any party of
any liability for breach of this Agreement prior to the date of termination.



                                  ARTICLE 17
                           MISCELLANEOUS PROVISIONS
                           ------------------------

          17.1  Liquidated Damages; Specific Performance.  In the event this
                ----------------------------------------                    
Agreement is terminated as a result of Buyer's breach of this Agreement, then
Seller shall be entitled to retain the Escrow Deposit, which amount shall
constitute liquidated damages.  In the event this Agreement is terminated for
any reason other than Buyer's breach of this Agreement, Buyer shall be entitled
to return of the Escrow Deposit.  In the event this Agreement is terminated as a
result of Seller's breach of this Agreement, Buyer shall be entitled to receive
$1,350,000 from Seller, which amount shall constitute liquidated damages.  It is

                                       36
<PAGE>
 
understood and agreed that such liquidated damage amount represent Buyer's and
Seller's reasonable estimate of actual damages and does not constitute a
penalty.  Except as set forth in Section 17.1(b), recovery of liquidated damages
shall be the sole and exclusive remedy of Seller against Buyer and of Buyer
against Seller for failing to consummate this Agreement on the Closing Date and
shall be applicable regardless of the actual amount of damages sustained and,
subject to Section 17.1(b), all other remedies are deemed waived by each of
Buyer and Seller.

               (b)  Prior to the termination of this Agreement, Buyer shall be
entitled to obtain specific performance of the terms of this Agreement.  The
parties hereto agree that in the event Buyer seeks to enforce its right to
specific performance in accordance with this Section 17.1 (b), Seller shall then
be entitled to obtain specific performance of the terms of this Agreement.  In
the event of a default by either Buyer or Seller which results in the filing of
a lawsuit for liquidated damages or specific performance, the successful party
in such lawsuit shall be entitled to reimbursement by the unsuccessful party of
reasonable legal fees and expenses incurred by the successful party.

          17.2  Certain Interpretive Matters and Definitions.  Unless the
                --------------------------------------------             
context otherwise requires, (i) all references to Sections, Articles or
Schedules are to Sections, Articles or Schedules of or to this Agreement, (ii)
each term defined in this Agreement has the meaning assigned to it, (iii) each
accounting term not otherwise defined in this Agreement has the meaning assigned
to it in accordance with generally accepted accounting principles as in effect
on the date hereof, (iv) "or" is disjunctive but not necessarily exclusive, (v)
words in the singular include the plural and vice versa, and (vii) the term
"Affiliate" has the meaning given it in Rule 12b-2 of Regulation 12B under the
Securities Exchange Act of 1934, as amended. All 

                                       37
<PAGE>
 
references to "$" or dollar amounts will be to lawful currency of the United
States of America.

          17.3  Further Assurances.  After the Closing, Seller shall from time
                ------------------                                            
to time, at the request of and without further cost or expense to Buyer, execute
and deliver such other instruments of conveyance and transfer and take such
other actions as may reasonably be requested in order to more effectively
consummate the transactions contemplated hereby to vest in Buyer good and
marketable title to the assets being transferred hereunder, and Buyer shall from
time to time, at the request of and without further cost or expense to Seller,
execute and deliver such other instruments and take such other actions as may
reasonably be requested in order to more effectively relieve Seller of any
obligations being assumed by Buyer hereunder.

          17.4  Benefit and Assignment.  This Agreement shall be binding upon
                ----------------------                                       
and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.  No party may voluntarily or involuntarily
assign its interest under this Agreement without the prior written consent of
the other parties hereto, except for any assignment to an Affiliate of Buyer or
Seller in which case Buyer or Seller, as appropriate, shall remain fully
obligated under this Agreement as an assignor.

          17.5  Amendments.  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 waiver, amendment, change, extension or
discharge is sought.

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

                                       38
<PAGE>
 
          17.7  Governing Law.  The construction and performance of this
                -------------                                           
Agreement shall be governed by the laws of the State of Texas without giving
effect to the choice of law provisions thereof.

          17.8  Notices.  Any notice, demand or request required or permitted to
                -------                                                         
be given under the provisions of this Agreement shall be in writing, including
by telecopy, and shall be deemed to have been duly delivered and received on the
date of personal delivery, on the third day after deposit in the U.S. mail if
mailed by registered or certified mail, postage prepaid and return receipt
requested, on the day after delivery to a nationally recognized overnight
courier service if sent by an overnight delivery service for next morning
delivery or when dispatched by facsimile transmission and shall be addressed to
the following addresses, or to such other address as any party may request, in
the case of Seller, by notifying Buyer, and in the case of Buyer, by notifying
Seller:

          To Seller:     Chancellor Broadcasting Company
                         12655 North Central Expressway
                         Suite 321
                         Dallas, Texas  75243
                         Attention:  Steven Dinetz
                         Fax:  (214) 239-0220

          Copy to:       Weil, Gotshal & Manges
                         100 Crescent Court
                         Suite 1300
                         Dallas, Texas  75201
                         Attention:  R. Scott Cohen
                         Fax:  (214) 746-7777

          To Buyer:      Evergreen Media Corporation
                         433 East Las Colinas Blvd.
                         Suite 1130
                         Irving, Texas  75036

                                       39
<PAGE>
 
                         Attention:  Scott K. Ginsburg
                         Fax:  (214) 869-3671

          Copy to:       Latham & Watkins
                         1001 Pennsylvania Avenue, N.W.
                         Suite 1300
                         Washington, D.C.  20004
                         Attention:  Eric L. Bernthal
                         Fax:  (202) 637-2393

          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  No Third Party Beneficiaries.  Nothing herein expressed or
                 ----------------------------                              
implied is intended or shall be construed to confer upon or give to any person
or entity other than the parties hereto and their successors or permitted
assigns, any rights or remedies under or by reason of this Agreement.

          17.11  Severability.  The parties agree that if one or more provisions
                 ------------                                                   
contained in this Agreement shall be deemed or held to be invalid, illegal or
unenforceable in any respect under any applicable law, this Agreement shall be
construed with the invalid, illegal or unenforceable provision deleted, and the
validity, legality and enforceability of the remaining provisions contained
herein shall not be affected or impaired thereby.

          17.12  Entire Agreement.  This Agreement and the exhibits hereto
                 ----------------                                         
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.

                                       40
<PAGE>
 
                          [INTENTIONALLY LEFT BLANK]

                                       41
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.


                                   CHANCELLOR BROADCASTING COMPANY



                                   By:_________________________________
                                   Name:_______________________________
                                   Title:______________________________



                                   SHAMROCK BROADCASTING, INC.



                                   By:________________________________
                                   Name:______________________________
                                   Title:_____________________________



                                   EVERGREEN MEDIA CORPORATION OF
                                   THE GREAT LAKES



                                   By:________________________________
                                   Name:______________________________
                                   Title:_____________________________

                                       42
