
<PAGE>
 
                                                                    EXHIBIT 2.24

                            ASSET PURCHASE AGREEMENT

                          DATED AS OF AUGUST 12, 1996

                                    BETWEEN

                   SECRET COMMUNICATIONS LIMITED PARTNERSHIP

                                      AND

                          EVERGREEN MEDIA CORPORATION
                                 OF LOS ANGELES
<PAGE>
 
ARTICLE I

     PURCHASE AND SALE OF PURCHASED ASSETS............................       1
     1.1.   Purchase and Sale of Purchased Assets.....................       1
     1.2.   Excluded Assets...........................................       3
     1.3.   Purchase Price............................................       4
     1.4.   Assumption of Liabilities.................................       4
     1.5.   Excluded Liabilities......................................       4
     1.6.   Closing Date; Deliveries..................................       5
     1.7.   Further Assurances........................................       5
     1.8.   Closing of WFLN-FM Transaction............................       6

ARTICLE II

     REPRESENTATIONS AND WARRANTIES OF SELLER.........................       7
     2.1.   Organization of Seller....................................       7
     2.2.   Subsidiaries and Investments..............................       7
     2.3.   Authority of Seller.......................................       7
     2.4.   Financial Statements......................................       8
     2.5.   Operations Since Balance Sheet Date.......................       9
     2.6.   Taxes.....................................................      10
     2.7.   Availability of Assets....................................      10
     2.8.   Governmental Permits......................................      11
     2.9.   Real Property.............................................      12
     2.10.  Real Property Leases......................................      13
     2.11.  Condemnation..............................................      13
     2.12.  Personal Property.........................................      14
     2.13.  Personal Property Leases..................................      14
     2.14.  Intellectual Property.....................................      14
     2.15.  Title to Purchased Assets.................................      15
     2.16.  Contracts.................................................      15
     2.17.  Status of Contracts.......................................      16
     2.18.  No Violation, Litigation or Regulatory Action.............      17
     2.19.  Hazardous Materials.......................................      17
     2.20.  Finder....................................................      18
     2.21.  No Interference...........................................      18
     2.22.  Foreign Investment in Real Property Tax Act...............      18
     2.23.  Bankruptcy................................................      18
     2.24.  Employee Benefit Plans....................................      18
     2.25.  ARS Agreement.............................................      19
     2.26.  Full Disclosure...........................................      19

ARTICLE III

     REPRESENTATIONS AND WARRANTIES OF BUYER..........................      20
     3.1.   Organization of Buyer.....................................      20
     3.2.   Authority of Buyer........................................      20
     3.3.   Absence of Knowledge as to Certain Facts..................      21
     3.4.   Financial Capability......................................      21
     3.5.   No Finder.................................................      21

                                      ii
<PAGE>
 
ARTICLE IV

     ACTION PRIOR TO THE CLOSING DATE.................................      21
     4.1.   Investigation of the Stations by Buyer....................      22
     4.2.   Preserve Accuracy of Representations and Warranties.......      22
     4.3.   FCC Consent; Improvements Act Approval; Other
             Consents and Approvals...................................      22
     4.4.   Operations Prior to the Closing Date......................      23

ARTICLE V

     ADDITIONAL AGREEMENTS............................................      25
     5.1.   Taxes; Sales, Use and Transfer Taxes;
             Title Insurance..........................................      25
     5.2.   Time Brokerage Agreements.................................      27
     5.3.   Audit of Financial Statements of Stations.................      28
     5.4.   WFLN-FM Tower Relocation..................................      28
     5.5.   Covenant Not to Compete...................................      28

ARTICLE VI

     CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER.....................      29
     6.1.   No Misrepresentation or Breach of Covenants and
             Warranties...............................................      29
     6.2.   Opinion of Counsel for Seller.............................      29
     6.3.   Partnership Action........................................      29
     6.4.   No Restraint or Litigation................................      30
     6.5.   FCC Consent...............................................      30
     6.6.   Necessary Consents........................................      30
     6.7.   No Material Adverse Change................................      30
     6.8.   FIRPTA Certificate........................................      30
     6.9.   ARS Transaction...........................................      30
     6.10.  Completion of Audit.......................................      30
     6.11.  WQRS-FM Transaction.......................................      30

ARTICLE VII

     CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER....................      31
     7.1.   No Misrepresentation or Breach of Covenants and
             Warranties...............................................      31
     7.2.   Opinion of Counsel for Buyer..............................      31
     7.3.   Corporate Action..........................................      31
     7.4.   No Restraint..............................................      31
     7.5.   FCC Consent...............................................      31
     7.6.   ARS Transaction...........................................      32
     7.7.   WQRS-FM Transaction.......................................      32

ARTICLE VIII

     INDEMNIFICATION..................................................      32
     8.1.   Indemnification by Seller.................................      32
     8.2.   Indemnification by Buyer..................................      32

                                      iii
<PAGE>
 
     8.3.   Limitations of Indemnification Obligations................      33
     8.4.   Notice of Claims..........................................      34
     8.5.   Third Party Claims........................................      35
     8.6.   Exclusive Remedy..........................................      36

ARTICLE IX

     TERMINATION......................................................      36
     9.1.   Termination...............................................      36
     9.2.   Notice of Termination.....................................      37

ARTICLE X

     GENERAL PROVISIONS...............................................      38
     10.1.  No Announcement...........................................      38
     10.2.  Confidential Nature of Information........................      38
     10.3.  Governing Law; Submission to Jurisdiction.................      39
     10.4.  Notices...................................................      39
     10.5.  Successors and Assigns....................................      40
     10.6.  Access to Records after Closing...........................      41
     10.7.  Entire Agreement; Amendments..............................      42
     10.8.  Interpretation; Disclosure Schedules......................      42
     10.9.  Waivers...................................................      42
     10.10. Expenses..................................................      43
     10.11. Partial Invalidity........................................      43
     10.12. Execution in Counterparts.................................      43
     10.13. Definitions...............................................      43
     10.14. Allocation of Purchase Price..............................      47
     10.15. Specific Performance; Other Rights and Remedies...........      48
     10.16. Risk of Loss..............................................      48
     10.17. Assignment of Rights Under ARS Agreement..................      49

                                      iv
<PAGE>
 
EXHIBIT  DESCRIPTION
- -------  -----------

  A      Undertaking and Assumption
  B      Bill of Sale and Assignment
  C-1    WJLB-FM Time Brokerage Agreement
  C-2    WMXD-FM Time Brokerage Agreement

SCHEDULE      DESCRIPTION
- --------      -----------

1.2(k)    --  Excluded Software
1.4       --  Assumed Liabilities
2.3       --  Conflicts; Consents of Seller
2.4(a)&(b)--  Financial Statements
2.5(a)&(b)--  Changes in Operations
2.7       --  Unavailable Assets
2.8       --  Governmental Permits
2.9       --  Real Property
2.10      --  Real Property Leases
2.12      --  Personal Property
2.13      --  Personal Property Leases
2.14      --  Intellectual Property
2.15      --  Title to Property
2.16      --  Contracts
2.17      --  Status of Contracts
2.18      --  Legal Proceedings
2.19      --  Environmental Matters
2.24      --  Employee Benefit Plans
3.2       --  Conflicts; Consents of Buyer
3.3       --  Absence of Knowledge of Certain Facts
4.4(b)    --  Conduct of Business
6.6       --  Necessary Consents

                                       v
<PAGE>
 
                            ASSET PURCHASE AGREEMENT


          ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of August 12,
                                          ---------                          
1996, between Secret Communications Limited Partnership, a Delaware limited
partnership ("Seller"), and Evergreen Media Corporation of Los Angeles, a
              ------                                                     
Delaware corporation ("Buyer").
                       -----   


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


          WHEREAS, Seller is the licensee of and operates WJLB-FM and WMXD-FM in
Detroit, Michigan (the "Owned Stations") and, upon the consummation of the
                        --------------                                    
transactions contemplated by the Asset Exchange Agreement (the "ARS Agreement")
                                                                -------------  
dated as of May 30, 1996 by and between Seller and American Radio Systems
Corporation ("ARS"), Seller will become the licensee of and have the right to
              ---                                                            
operate WFLN-FM in Philadelphia, Pennsylvania (the "Purchased Station") (the
                                                    -----------------       
Owned Stations and the Purchased Station being collectively referred to herein
as the "Stations"); and
        --------       

          WHEREAS, pursuant to the ARS Agreement, Seller will become the
licensee of and have the right to operate WQRS-FM in Detroit, Michigan ("WQRS-
                                                                         ----
FM");

          WHEREAS, simultaneously herewith, Buyer and Seller have entered into
an Asset Purchase Agreement (the "WQRS Agreement") providing for the sale of
                                  --------------                            
substantially all of the assets, properties and business relating to WQRS-FM;

          WHEREAS, Seller desires to sell to Buyer, and Buyer desires to
purchase from Seller, substantially all of the assets, properties and business
relating to the Stations, all on the terms and subject to the conditions set
forth herein;

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, it is hereby agreed between Seller and Buyer
as follows:


                                   ARTICLE I

                     PURCHASE AND SALE OF PURCHASED ASSETS
                     -------------------------------------

          1.1.   PURCHASE AND SALE OF PURCHASED ASSETS.  Upon the terms and
                 -------------------------------------                     
subject to the conditions of this Agreement, on the Closing Date, Seller shall
sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase
from Seller, free and clear of all Encumbrances (except for Permitted
Encumbrances), all of the assets, properties and business (excepting only the
Excluded Assets) of every kind and description, wherever located, real, personal
or mixed, tangible or intangible, owned or held by Seller relating to the
Stations as the same shall exist on the
<PAGE>
 
Closing Date (herein collectively called the "Purchased Assets"), including,
                                              ----------------              
without limitation, all right, title and interest of Seller in, to and under:

          (a)  The broadcast licenses for the Stations (including the right to
use the call letters "WJLB-FM", "WMXD-FM" and "WFLN-FM") issued by the FCC and
all other Governmental Permits listed in Schedule 2.8;
                                         ------------ 

          (b)  The Owned Real Property listed in Schedule 2.9;
                                                 ------------ 

          (c)  The real property leases and leasehold improvements listed or
described in Schedule 2.10;
             ------------- 

          (d)  All machinery, equipment (including computers and office
equipment), auxiliary and translator facilities, transmitting towers,
transmitters, broadcast equipment, antennae, inventory (including all records,
tapes, recordings, compact discs and music cassettes), vehicles, furniture and
other personal property of the Stations listed or referred to in Schedule 2.12;
                                                                 ------------- 

          (e)  The personal property leases listed in Schedule 2.13;
                                                      ------------- 

          (f)  All trademarks, trade names, service marks and copyrights (and
all goodwill associated therewith), registered or unregistered, of Seller
relating to the Stations, and the applications for registration thereof and the
licenses relating to any of the foregoing listed in Schedule 2.14;
                                                    ------------- 

          (g)  The contracts, agreements or understandings listed or described
in Schedule 2.16;
   ------------- 

          (h)  All advertising customer lists, mailing lists, processes, trade
secrets, know-how and other proprietary or confidential information used in or
relating to the Stations;

          (i)  All of Seller's rights, claims or causes of action against third
parties arising under warranties from manufacturers, vendors and others in
connection with the Purchased Assets;

          (j)  All jingles, slogans and promotional materials used in or
relating to the Stations; and

          (k)  All books and records (including all computer programs) of Seller
relating to the assets, business and operations of the Stations, including,
without limitation, all files, logs, programming information and studies and
news and advertising studies.

                                       2
<PAGE>
 
          1.2.   EXCLUDED ASSETS.  Notwithstanding the foregoing, the Purchased
                 ---------------                                               
Assets shall not include the following (herein referred to as the "Excluded
                                                                   --------
Assets"):
- ------   

          (a)  All cash and cash equivalents (including any marketable
securities or certificates of deposit) of Seller or ARS relating to the Stations
and all notes and accounts receivable or other evidences of indebtedness owed to
Seller or its Affiliates or ARS or its Affiliates relating to the Stations;

          (b)  All notes and accounts receivable or other evidences of
indebtedness owed to Seller by any of its Affiliates;

          (c)  All claims, rights and interests of Seller in and to any refunds
for federal, state or local franchise, income or other Taxes or fees of any
nature whatsoever for periods prior to the Closing Date;

          (d)  Except as otherwise provided in Section 1.1(i), any of Seller's
                                               --------------                 
rights, claims or causes of action against third parties relating to the assets,
properties, business or operations of the Stations arising out of transactions
occurring prior to the Closing Date;

          (e)  All bonds held, contracts or policies of insurance and prepaid
insurance with respect to such contracts or policies;

          (f)  All records prepared in connection with the sale of the Stations,
including bids received from others and analyses relating to the Stations and
the Purchased Assets;

          (g)  The partnership name of Secret;

          (h)  All records and documents relating to Excluded Assets or to
liabilities other than Assumed Liabilities;

          (i)  Seller's employee benefit agreements, plans or arrangements
maintained by Seller on behalf of persons employed by Seller;

          (j) All rights, claims or causes of action against third Persons
relating to the assets, business or operation of the Stations which may arise in
connection with the discharge by Seller of the Excluded Liabilities;

          (k)  Software programs and other assets at Seller's principal
executive offices set forth on Schedule 1.2(k) used to provide certain financial
                               ---------------                                  
and accounting services for the Stations;

                                       3
<PAGE>
 
          (l) All rights of Seller under the ARS Agreement and all related
agreements not otherwise assigned to Buyer herein; and
 
          (m) Any of Seller's rights under or pursuant to this Agreement or the
other agreements with Buyer contemplated hereby.

          1.3.   PURCHASE PRICE.  The purchase price for the Purchased Assets
                 --------------                                              
(the "Purchase Price") shall be equal to $205,750,000.
      --------------                                  

          1.4.   ASSUMPTION OF LIABILITIES.  On the Closing Date, Buyer shall
                 -------------------------                                   
deliver to Seller an undertaking and assumption, in the form of Exhibit A,
                                                                --------- 
pursuant to which Buyer shall assume and be obligated for, and shall agree to
pay, perform, defend and discharge in accordance with their terms, (a) all
liabilities and obligations of Seller arising after the Closing Date under (i)
the Seller Agreements, (ii) the leases, contracts and other agreements not
required by the terms of Section 2.16 to be listed in a Schedule to this
                         ------------                                   
Agreement and (iii) the leases, contracts and other agreements entered into by
Seller with respect to the Stations after the date hereof consistent with the
terms of this Agreement, except, in each case, to the extent such liabilities
and obligations have accrued prior to the Closing Date and (b) the obligations
set forth in Schedule 1.4.  All of the foregoing liabilities and obligations to
             ------------                                                      
be assumed by Buyer hereunder (excluding any Excluded Liabilities) are referred
to herein as the "Assumed Liabilities."
                  -------------------  

          1.5.   EXCLUDED LIABILITIES.  Buyer shall not assume or be obligated
                 --------------------                                         
to pay, perform or otherwise discharge any liability or obligation of Seller not
expressly assumed by Buyer pursuant to the undertaking and assumption referred
to in Section 1.4 (all such liabilities and obligations not being assumed being
      -----------                                                              
herein called the "Excluded Liabilities") and, notwithstanding anything to the
                   --------------------                                       
contrary in Section 1.4, none of the following shall be "Assumed Liabilities"
            -----------                                                      
for purposes of this Agreement:

          (i)  any liabilities in respect of any Taxes of Seller for which
     Seller is liable pursuant to Section 5.1(a);
                                  -------------- 

          (ii)  any intercompany payables and other liabilities or obligations
     of Seller to any of its Affiliates;

          (iii)  any costs and expenses incurred by Seller incident to its
     negotiation and preparation of this Agreement and its performance and
     compliance with the agreements and conditions contained herein;

          (iv)  any liabilities or obligations in respect of any Excluded
     Assets; or

                                       4
<PAGE>
 
          (v)  any liabilities arising from the operation of the Stations prior
     to the Closing regardless of whether operated by Seller or any predecessor
     owner of the Station.

          1.6.   CLOSING DATE; DELIVERIES.  (a)  Subject to Section 1.8, the
                 ------------------------                   -----------     
Closing shall be consummated at 10:00 A.M., local time, on a date to be mutually
agreed upon by Buyer and Seller with not less than three weeks prior written
notice to each party, which date shall be on or after January 3, 1997, at the
offices of Sidley & Austin, One First National Plaza, Chicago, Illinois 60603 or
at such other place as shall be agreed upon by Buyer and Seller (the date and
time on which the Closing is actually held being hereinafter referred to as the
"Closing Date").
 ------------   

          (b)  On the Closing Date, Seller shall deliver to Buyer (i) a bill of
sale and assignment, in the form of Exhibit B, of all of the Purchased Assets
                                    ---------                                
and (ii) all of the documents, instruments and opinions required to be delivered
by Seller pursuant to Article VI.
                      ---------- 

          (c)  On the Closing Date, Buyer shall deliver to Seller (i) by bank
wire transfer of immediately available funds to an account number to be
designated by Seller in writing at least two business days prior to Closing an
amount equal to the Purchase Price and (ii) all of the documents, instruments
and opinions required to be delivered by Buyer pursuant to Section 1.4 and
                                                           -----------    
Article VII.
- ----------- 

          1.7.   FURTHER ASSURANCES.  On the Closing Date, Seller shall (a)
                 ------------------                                        
deliver to Buyer such other bills of sale, deeds, endorsements, assignments and
other good and sufficient instruments of conveyance and transfer as Buyer may
reasonably request or as may be otherwise reasonably necessary to vest in Buyer
all the right, title and interest of Seller in, to or under any or all of the
Purchased Assets and (b) take all steps as may be reasonably necessary to put
Buyer in actual possession and control of all the Purchased Assets.  From time
to time following the Closing, Seller shall execute and deliver, or cause to be
executed and delivered, to Buyer such other instruments of conveyance and
transfer as Buyer may reasonably request or as may be otherwise necessary to
more effectively convey and transfer to, and vest in, Buyer and put Buyer in
possession of, any part of the Purchased Assets, and, in the case of licenses,
certificates, approvals, authorizations, agreements, contracts, leases,
easements and other commitments included in the Purchased Assets which cannot be
transferred or assigned effectively without the consent of third parties which
consent has not been obtained prior to the Closing, to cooperate with Buyer at
its reasonable request in endeavoring to obtain such consent.

                                       5
<PAGE>
 
          1.8.  CLOSING OF WFLN-FM TRANSACTION.  (a)  If the FCC Consent with
                ------------------------------                               
respect to WFLN-FM becomes a Final Order prior to the time when the FCC Consents
relating to the other Stations become Final Orders and the other conditions to
closing of each party contained herein (other than those contained in Sections
                                                                      --------
6.11 and 7.7), as they relate only to WFLN-FM, have been satisfied or waived, at
- ----     ---                                                                    
Buyer's option the closing of the purchase and sale of the Purchased Assets
relating to WFLN-FM shall be consummated at 10:00 A.M., local time, at the
offices of Sidley & Austin, One First National Plaza, Chicago, Illinois 60603,
or at such other place as shall be agreed upon by Buyer and Seller, on the date
set forth in a written notice from Buyer to Seller, which date shall be not less
than three weeks after the receipt of such notice.

          (b)  At such closing, Seller shall deliver to Buyer (i) a bill of sale
and assignment, in the form of Exhibit B, of all of the Purchased Assets
                               ---------                                
relating to WFLN-FM and (ii) all of the documents, instruments and opinions
required to be delivered by Seller pursuant to Article VI; provided, however,
                                               ----------  --------  ------- 
that such documents, instruments and opinions shall relate solely to the
purchase and sale of the Purchased Assets relating to WFLN-FM. At such closing,
Buyer shall deliver to Seller (i) by bank wire transfer of immediately available
funds to an account number to be designated by Seller in writing at least two
business days prior to such closing the amount of $37,750,000 and (ii) all of
the documents, instruments and opinions required to be delivered by Buyer
pursuant to Section 1.4 and Article VII; provided, however, that such documents,
            -----------     -----------  --------  -------                      
instruments and opinions shall relate solely to the purchase and sale of the
Purchased Assets relating to WFLN-FM.

          (c)  Upon the consummation of the closing contemplated by this Section
                                                                         -------
1.8, and for purposes of such closing, with respect to WFLN-FM only, all
- ---                                                                     
references herein to "Closing" and "Closing Date" shall refer to the
consummation of the purchase and sale of the Purchased Assets relating to WFLN-
FM and the date of such closing, respectively.  Upon the consummation of the
closing contemplated by this Section 1.8, the "Purchase Price" to be paid by
                             -----------                                    
Buyer at the Closing of the purchase and sale of the Purchased Assets relating
to WJLB-FM and WMXD-FM shall become $168,000,000.


                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------

          As an inducement to Buyer to enter into this Agreement and to
consummate the transactions contemplated hereby, Seller represents and warrants
to Buyer and agrees as follows:

                                       6
<PAGE>
 
          2.1.   ORGANIZATION OF SELLER.  Seller is a limited partnership duly
                 ----------------------                                       
organized, validly existing and in good standing under the laws of the State of
Delaware and is duly qualified and in good standing as a foreign limited
partnership in the States of Michigan and Pennsylvania.  Seller has full
partnership power and authority, or will have full partnership power and
authority upon consummation of the transactions contemplated by the ARS
Agreement (the "ARS Transaction"), to own or lease and to operate and use the
                ---------------                                              
Purchased Assets and to carry on the business of the Stations as now conducted.

          2.2.   SUBSIDIARIES AND INVESTMENTS.  Seller does not, directly or
                 ----------------------------                               
indirectly, own, of record or beneficially, any outstanding voting securities or
other equity interests in any corporation, partnership, joint venture or other
entity which is involved in or relates to the Stations.

          2.3.   AUTHORITY OF SELLER.  Seller has the partnership power and
                 -------------------                                       
authority to execute, deliver and perform, or will have the partnership power
and authority upon consummation of the ARS Transaction to perform, this
Agreement and all of the other agreements and instruments to be executed and
delivered by Seller to Buyer pursuant hereto (collectively, the "Seller
                                                                 ------
Ancillary Agreements").
- --------------------   

          The execution, delivery and performance of this Agreement and the
Seller Ancillary Agreements by Seller have been duly authorized and approved by
all necessary partnership action on behalf of Seller and its general partners.
This Agreement is, and each Seller Ancillary Agreement when executed and
delivered by Seller and the other parties thereto will be, a legal, valid and
binding agreement of Seller enforceable in accordance with its respective terms,
subject to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general application relating to or affecting creditors' rights and general
equity principles.

          Except as set forth in Schedule 2.3, neither the execution and
                                 ------------                           
delivery by Seller of this Agreement or any of the Seller Ancillary Agreements
or the consummation by Seller of any of the transactions contemplated hereby or
thereby nor compliance by Seller with or fulfillment by Seller of the terms,
conditions and provisions hereof or thereof will:

          (a)  result in a breach of the terms, conditions or provisions of, or
constitute a default, an event of default or an event creating rights of
acceleration, termination or cancellation or a loss of rights under, or result
in the creation or imposition of any Encumbrance upon any of the Purchased
Assets under, the partnership agreement of Seller, any Seller Agreement or any
judgment, order, award or decree to which Seller is a party or any of the
Purchased Assets is subject or by which

                                       7
<PAGE>
 
Seller is bound or any Requirements of Law affecting Seller or the Purchased
Assets; or

          (b)  require the approval, consent, authorization or act of, or the
making by Seller of any declaration, filing or registration with, any Person,
except for such of the foregoing as are necessary pursuant to the Improvements
Act or the Communications Act.

          2.4.   FINANCIAL STATEMENTS. (a) Schedule 2.4(a) contains (i) the
                 --------------------      ---------------                 
unaudited balance sheets of the Owned Stations as of December 31, 1995 and the
related statements of income for the year then ended and (ii) the unaudited
balance sheets (the "Balance Sheet") of the Owned Stations as of June 30, 1996
                     -------------                                            
(the "Balance Sheet Date") and the related statement of income for the six
      ------------------                                                  
months then ended.  Except as set forth therein, such balance sheets and
statements of income have been prepared in accordance with generally accepted
accounting principles and present fairly the financial position and results of
operations of the Owned Stations as of their respective dates and for the
respective periods covered thereby subject to the absence of footnotes and
statements of cash flows and to normal year-end adjustments.

          (b) Schedule 2.4(b) contains (i) the unaudited balance sheet of the
              ---------------                                                
Purchased Station as of December 31, 1995 and the related statement of income
for the year then ended, in the form provided to Seller by ARS pursuant to the
ARS Agreement, and (ii) the unaudited balance sheet of the Purchased Station as
of June 30, 1996 (the "Purchased Station Balance Sheet") and the related
                       -------------------------------                  
statement of income for the six months then ended.  To the knowledge of Seller,
except as set forth therein, the balance sheet and statement of income as of
December 31, 1995 and for the year then ended present fairly the financial
position and results of operations of the Purchased Station as of such date and
for the period covered thereby subject to the absence of footnotes. Except as
set forth therein, the balance sheet and statement of income as of June 30, 1996
and for the six months then ended present fairly the financial position and
results of operations of the Purchased Station as of such date and for the
period covered thereby subject to the absence of footnotes and a statement of
cash flows and to normal year-end adjustments.

          2.5.   OPERATIONS SINCE BALANCE SHEET DATE.  (a)  Except as set forth
                 -----------------------------------                           
in Schedule 2.5(a), during the period from the Balance Sheet Date to the date
   ---------------                                                           
hereof, inclusive, there has been no material adverse change in the financial
condition and the results of operations of the Owned Stations and, to the
knowledge of Seller, there has been no material adverse change in the financial
condition and the results of operations of the Purchased Station.

          (b)  Except as set forth in Schedule 2.5(b), since the Balance Sheet
                                      --------------                          
Date, Seller has conducted the business of the

                                       8
<PAGE>
 
Owned Stations and, to the knowledge of Seller, the business of the Purchased
Station has only been conducted in the ordinary course.  Without limiting the
generality of the foregoing, since the Balance Sheet Date, except as set forth
in such Schedule, Seller has not, in respect of the Owned Stations and, to the
knowledge of Seller, the Purchased Station:

          (i)  sold, leased (as lessor), transferred or otherwise disposed of
     (including any transfers from Seller to any of its Affiliates), or
     mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance
     on, any of the assets reflected on the Balance Sheet or the Purchased
     Station Balance Sheet or any assets acquired after the Balance Sheet Date
     relating to the Stations, other than personal property having an aggregate
     value of less than $50,000 sold or otherwise disposed of in the ordinary
     course of the business of the Stations which would not reasonably be
     expected to have a material adverse effect on the business or operations of
     the Stations and except for Permitted Encumbrances;

     (ii)  created, incurred, or assumed, or agreed to create, incur, or assume,
any indebtedness for borrowed money (other than money borrowed or advances from
any of its Affiliates in the ordinary course of the business of the Stations) or
entered into (as lessee) any capitalized leases; or

     (iii)  granted or instituted any material increase in any rate of salary or
compensation of any employee of the Stations or any profit sharing, bonus,
incentive, deferred compensation, insurance, pension, retirement, medical,
hospital, disability, welfare or other employee benefit plan.

          2.6.   TAXES.  (a) Seller has, in respect of the Owned Stations,
                 -----                                                    
either filed or obtained extensions for filing pursuant to applicable law all
Tax Returns due on or prior to the date of this Agreement and has paid or made
provision for the payment of all Taxes which have become due pursuant to such
Tax Returns or pursuant to any assessments which have become payable and which
are not being contested in good faith.  All monies required to be withheld by
Seller from employees of the Owned Stations for income Taxes, social security
and other payroll Taxes have been collected or withheld, and either paid to the
respective governmental agencies, set aside in accounts for such purpose, or
accrued, reserved against and entered upon the books of Seller.

          (b) In respect of the Purchased Station, to the knowledge of Seller,
either Seller, ARS or Marlin Broadcasting Company, Inc. ("Marlin") has filed or
                                                          ------               
obtained extensions for filing pursuant to applicable law all Tax Returns due on
or prior

                                       9
<PAGE>
 
to the date of this Agreement and either Seller, ARS or Marlin has paid or made
provision for the payment of all Taxes which have become due pursuant to such
Tax Returns or pursuant to any assessments which have become payable and which
are not being contested in good faith.  To the knowledge of Seller, monies
required to be withheld from employees of the Purchased Station for income
Taxes, social security and other payroll Taxes have been collected or withheld,
and either paid to the respective governmental agencies, set aside in accounts
of Seller, ARS or Marlin for such purpose, or accrued, reserved against and
entered upon the books of Seller, ARS or Marlin.  To the knowledge of Seller, no
Taxing authority has asserted in writing against Seller, ARS or Marlin any
deficiency or claim for additional Taxes in respect of the Purchased Station.

          2.7.   AVAILABILITY OF ASSETS.  Except as set forth in Schedule 2.7
                 ----------------------                          ------------
and except for the Excluded Assets, the Purchased Assets constitute all the
assets used in the conduct of the business of the Stations (including, without
limitation, all books, records, computers and computer programs and data
processing systems).  All tangible Purchased Assets are in good repair and
operating condition, ordinary wear and tear excepted. Except as set forth in
                                                                            
Schedule 2.7, the Purchased Assets are sufficient to operate the Stations as
- ------------                                                                
they are now operated.  ALL OF THE TANGIBLE PURCHASED ASSETS ARE SOLD TO BUYER
WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR INTENDED USE OR
OTHERWISE.

          2.8.   GOVERNMENTAL PERMITS.  Seller owns, holds or possesses, or upon
                 --------------------                                           
consummation of the ARS Transaction will own, hold or possess, the FCC
Authorizations and all other governmental licenses, franchises, permits,
privileges, immunities, approvals and other authorizations which are necessary
to entitle it to own or lease, operate and use the Purchased Assets and to carry
on and conduct the business of the Stations as currently conducted (herein
collectively called "Governmental Permits"), except for such Governmental
                     --------------------                                
Permits which the failure to so own, hold or possess would not have a material
adverse effect on the operations and financial condition of the Stations taken
as a whole.  Schedule 2.8 sets forth a list and brief description of each such
             ------------                                                     
Governmental Permit held by Seller as of the date of this Agreement with respect
to the Owned Station and each such Governmental Permit disclosed to Seller by
ARS pursuant to the ARS Agreement or otherwise with respect to the Purchased
Station, except for such incidental licenses, permits and other authorizations
which would be readily obtainable by any qualified applicant without undue
burden in the event of any lapse, termination, cancellation or forfeiture
thereof.  Schedule 2.8 includes a list of all FCC Authorizations with respect to
          ------------                                                          
the Owned Stations and, to the knowledge of Seller, all FCC Authorizations with
respect to the Purchased Station.

                                       10
<PAGE>
 
          Except as set forth in Schedule 2.8, (i) Seller has fulfilled and
                                 ------------                              
performed its obligations under each of such Governmental Permits, and no event
has occurred or condition or state of facts exists which constitutes or, after
notice or lapse of time or both, would constitute a breach or default under any
such Governmental Permit, (ii) no notice of cancellation, of default or of any
dispute concerning any Governmental Permit, or of any event, condition or state
of facts described in the pre ceding clause (i), has been received by Seller,
(iii) each of the Governmental Permits is valid, subsisting and in full force
and effect and, subject to the receipt of the FCC Consent and consummation of
the ARS Transaction, may be assigned and transferred to Buyer in accordance with
this Agreement and will continue in full force and effect thereafter, in each
case without (A) the occurrence of any breach, default or forfeiture of rights
thereunder or (B) the consent, approval, or act of, or the making of any filing
with, any governmental body, regulatory commission or other party (other than
the FCC as contemplated by Section 4.3); and (iv) the Stations are being
                           -----------                                  
operated in accordance with the FCC Authorizations.  Except as set forth in
                                                                           
Schedule 2.8, Seller is not aware of any reason why the FCC Authorizations would
- ------------                                                                    
not be renewed in the ordinary course for a full term without material
qualifications or of any reason why any of the FCC Authorizations might be
revoked.  No renewal of any FCC Authorization would constitute a major
environmental action under the rules of the FCC.  There are no facts which,
under the Communications Act or the existing rules of the FCC, would disqualify
Seller from assigning the FCC Authorizations or from consummating the
transactions contemplated herein within the times contemplated herein.  Seller
maintains appropriate public inspection files at the Owned Stations' studios,
and to the knowledge of Seller, appropriate public inspection files are
maintained at the Purchased Station's studio, in accordance with FCC rules.

          2.9.   REAL PROPERTY.  Schedule 2.9 contains a brief description of
                 -------------   ------------                                
each parcel of real property owned by Seller and used in or relating to the
Owned Stations (the "Owned Real Property") (showing the record title holder,
                     -------------------                                    
location, and any indebtedness secured by a mortgage or other lien thereon) and
of each option, right or contract to purchase held by Seller to acquire any real
property for use in connection with the Owned Stations.  Seller will not be
acquiring title to any real property, or any options to acquire title to real
property, upon consummation of the ARS Transaction.  The Owned Real Property is
zoned for the purposes for which it is currently being used by Seller.  Except
as set forth in Schedule 2.9, to the knowledge of Seller, there are no
                ------------                                          
structural defects in the buildings, structures and improvements located on the
Owned Real Property. The roofs of such buildings are in good condition and
repair, and all plumbing equipment, heating, ventilating and air conditioning
equipment, electrical wiring, and water and sewage systems located on the Owned
Real Property are operating properly,

                                       11
<PAGE>
 
ordinary wear and tear excepted and normal maintenance requirements excluded.
There are no encroachments upon the Owned Real Property by any buildings,
structures or improvements located on adjoining real estate.  None of the
buildings, structures or improvements (including, without limitation, any guy
wires or guy anchors) constructed on the Owned Real Property encroach upon
adjoining real estate, and all such buildings, structures and improvements are
constructed in conformity with or are "grandfathered" with respect to all
"setback" lines, easement and other restrictions or rights of record, or that
have been established by any applicable building or safety code or zoning
ordinance.  To the knowledge of Seller, any such "grandfathered" approvals shall
survive indefinitely the transfer of the Owned Real Property to Buyer and no
utility lines serving the Owned Real Property pass over the lands of others
except where appropriate easements have been obtained.  The Owned Real Property,
together with all leases of real property set forth in Schedule 2.10 (the
                                                       -------------     
"Leased Real Property"), are sufficient to operate the Stations as they are now
- ---------------------                                                          
operated.

          2.10.  REAL PROPERTY LEASES.  Schedule 2.10 sets forth a list and
                 --------------------   -------------                      
brief description of each lease or similar agreement under which (i) Seller is
lessee of, or holds or operates, or upon the consummation of the ARS Transaction
will be lessee of, or hold or operate, any real property owned by any third
party and used in or relating to the Stations or (ii) Seller is the lessor of
any of the Owned Real Property.  To the knowledge of Seller, the Leased Real
Property is zoned for the purposes for which it is currently being used by
Seller.  To the knowledge of Seller, except as set forth in Schedule 2.10, there
                                                            -------------       
are no structural defects in the buildings, structures and improvements located
on the Leased Real Property.  To the knowledge of Seller, the roofs of such
buildings are in good condition and repair, and all plumbing equipment, heating,
ventilating and air conditioning equipment, electrical wiring, and water and
sewage systems located on the Leased Real Property are operating properly,
ordinary wear and tear excepted and normal maintenance requirements excluded.
To the knowledge of Seller, there are no encroachments upon the Leased Real
Property by any buildings, structures or improvements located on adjoining real
estate.  To the knowledge of Seller, none of the buildings, structures or
improvements (including, without limitation, any guy wires or guy anchors)
constructed on the Leased Real Property encroach upon adjoining real estate,
and, to the knowledge of Seller, all such buildings, structures and improvements
are constructed in conformity with or are "grandfathered" with respect to all
"setback" lines, easements and other restrictions or rights of record, or that
have been established by any applicable building or safety code or zoning
ordinance.  To the knowledge of Seller, any such "grandfathered" approvals shall
survive indefinitely the transfer of the Leased Real Property to Buyer and no
utility lines serving the Leased Real Property pass over the lands of others
except where appropriate easements have been obtained.  To

                                       12
<PAGE>
 
the knowledge of Seller, the Leased Real Property, together with any real
property owned by ARS relating to the Purchased Station, is sufficient to
operate the Purchased Station as now operated.

          2.11.  CONDEMNATION.  As of the date of the Agreement, (a) neither the
                 ------------                                                   
whole nor any part of any real property owned, leased, used or occupied by
Seller, or to be owned, leased or occupied by Seller upon consummation of the
ARS Transaction, in connection with the Stations is subject to any pending suit
for condemnation or other taking by any public authority and (b) to the
knowledge of Seller, no such condemnation or other taking is threatened.

          2.12.  PERSONAL PROPERTY.  Schedule 2.12 contains (i) the existing
                 -----------------   -------------                          
records as of March 31, 1996 of all machinery, equipment, vehicles, furniture
and other personal property owned by Seller having an original cost of $5,000 or
more and used in or relating to the business of the Owned Stations and (ii) the
list of material items of fixed assets and equipment of the Purchased Station
furnished to Seller by ARS as part of the ARS Agreement.

          2.13.  PERSONAL PROPERTY LEASES.  Schedule 2.13 contains a list of
                 ------------------------   -------------                   
each lease or other agreement or right, whether written or oral, under which
Seller is lessee of, or holds or operates any machinery, equipment, vehicle or
other tangible personal property owned by a third party and used in or relating
to the business of the Stations and which is not terminable by Seller without
penalty on 60 days' notice or less and which provides for annual rentals in
excess of $6,000.

          2.14.  INTELLECTUAL PROPERTY.  Schedule 2.14 contains a list of:  (i)
                 ---------------------   -------------                         
all trademarks, service marks, trade names and copyrights related to the Owned
Stations and, to the knowledge, of Seller, all trademarks, service marks, trade
names and copyrights related to the Purchased Station, for which registrations
have been issued to Seller, in the case of the Owned Stations, or ARS or Marlin,
in the case of the Purchased Station, or applications for registrations have
been made by Seller, in the case of the Owned Stations, or ARS or Marlin, in the
case of the Purchased Station, and (ii) all licenses, agreements or other
arrangements under which Seller, in connection with the Stations, has the right,
or upon the consummation of the ARS Transaction will have the right, to use any
trademark, service mark, trade name or copyright (other than such as are
included in the Seller Agreements).  No proceedings have been instituted, are
pending or, to the knowledge of Seller, are threatened which challenge the
validity of the ownership or use by Seller of any trademarks, service marks,
trade names or copyrights related to the Owned Stations and, to the knowledge of
Seller, no such proceedings have been instituted, are pending or are threatened
which challenge the validity of the ownership or right of use to be obtained by
Seller upon consummation of the ARS Transaction with

                                       13
<PAGE>
 
respect to any trademarks, service marks, trade names or copyrights related to
the Purchased Station.  Except as set forth in Schedule 2.14, Seller has not
                                               -------------                
licensed anyone to use any trademarks, service marks, trade names or copyrights
relating to the Stations, and to the knowledge of Seller, there has been no
infringement by any Person of any trademarks, service marks, trade names or
copyrights owned or used by it, or which it will own or have the right to use
upon consummation of the ARS Transaction, relating to the Stations.  Except as
set forth in Schedule 2.14, to the knowledge of Seller, the operations of the
             -------------                                                   
Stations do not infringe upon the trademarks, service marks, trade names or
copyrights of any other Person.

          2.15.  TITLE TO PURCHASED ASSETS.  Except as set forth in Schedule
                 -------------------------                          --------
2.15, Seller owns all Owned Real Property, free and clear of all Encumbrances
- ----                                                                         
except Permitted Encumbrances, and Seller has, or upon the consummation of the
ARS Transaction will have, good and marketable title to all of the other
tangible Purchased Assets, free and clear of all Encumbrances except for
Permitted Encumbrances.  Upon delivery to Buyer on the Closing Date of the bill
of sale and assignment contemplated by Section 1.6(b), Seller will thereby
                                       --------------                     
transfer to Buyer good and marketable title to such other tangible Purchased
Assets and all intellectual property relating to the Stations owned by Seller
listed in Schedule 2.14, subject to no Encumbrances, except for Permitted
          -------------                                                  
Encumbrances.

          2.16.  CONTRACTS.  Except as set forth in Schedule 2.16 or any other
                 ---------                          -------------             
Schedule hereto, as of the date of this Agreement, Seller is not and, upon the
consummation of the ARS Transaction, will not be, with respect to the Stations,
a party to or bound by:

          (a)  Any contract for the purchase or sale of real property;

          (b)  Any contract for the purchase, rental or use of any radio
programming or programming services which is not terminable by Seller without
penalty on 60 days' notice or less, provides for performance over a period of
more than 90 days and which involves the payment after the date hereof of more
than $50,000;

          (c)  Any contract for the purchase of merchandise, supplies or
personal property or for the receipt of services (other than services referred
to in clause (b) above) which is not terminable by Seller on 60 days' notice or
less and involves the payment after the date hereof of more than $25,000;

          (d) Any employment contract, consulting agreement or collective
bargaining agreement;

                                       14
<PAGE>
 
          (e)  Any contract for the sale of broadcast time for advertising which
was not made in the ordinary course of the business of the Stations;

          (f)  Any guarantee by Seller of the obligations of customers,
suppliers, officers, directors, employees, Affiliates or others; or

          (g)  Any other contract which is material to the business of the Owned
Stations or the Purchased Station, as the case may be.

          2.17.  STATUS OF CONTRACTS.  Except as set forth in Schedule 2.17 or
                 -------------------                          -------------   
in any other Schedule hereto, each of the leases, contracts and other agreements
listed in Schedules 2.10, 2.13, 2.14 and 2.16 (the "Seller Agreements")
          --------------  ----  ----     ----       -----------------  
constitutes, or upon consummation of the ARS Transaction will constitute, a
valid and binding obligation of Seller and, to the knowledge of Seller, the
other parties thereto (subject to bankruptcy, insolvency, reorganization or
other laws relating to or affecting the enforcement of creditors' rights and
general equity principles) and is, or upon consummation of the ARS Transaction
will be, in full force and effect and (except as set forth in Schedule 2.3 and
                                                              ------------    
except for those Seller Agreements which by their terms will expire prior to the
Closing Date or will be otherwise terminated prior to the Closing Date in
accordance with the provisions thereof) may be transferred to Buyer pursuant to
this Agreement and will continue in full force and effect thereafter, in each
case without breaching the terms thereof or resulting in the forfeiture or
impairment of any rights thereunder and without the consent, approval or act of,
or the making of any filing with, any other party.  With respect to the Seller
Agreements relating to the Owned Stations, Seller has fulfilled and performed
its obligations under such Seller Agreements, and Seller is not in, or, to the
knowledge of Seller, alleged to be in, breach or default under any such Seller
Agreement and, to the knowledge of Seller, no other party to any such Seller
Agreement is in breach or default thereunder, and to the knowledge of Seller, no
event has occurred and no condition or state of facts exists which, with the
passage of time or the giving of notice or both, would constitute such a default
or breach by Seller or by any such other party.  With respect to the Seller
Agreements relating to the Purchased Station, (i) each of Seller and, to the
knowledge of Seller, ARS and Marlin has fulfilled and performed in all material
respects its respective obligations, if any, under each such Seller Agreement,
(ii) neither Seller nor, to the knowledge of Seller, ARS or Marlin is in, or
alleged to be in, material breach or material default under any such Seller
Agreement, (iii) to the knowledge of Seller, no other party to any such Seller
Agreement is in material breach nor material default thereunder, and (iv) no
event has occurred and no condition or state of facts exists which, with the
passage of time or giving of notice or both, would constitute such a default or
breach by Seller or, to

                                       15
<PAGE>
 
the knowledge of Seller, ARS, Marlin or by any such other party. Seller has not
and, to the knowledge of Seller, neither ARS nor Marlin has granted any material
waiver or forbearance with respect to any of the Seller Agreements.  Complete
and correct copies of each of the Seller Agreements have been made available to
Buyer by Seller.

          2.18.  NO VIOLATION, LITIGATION OR REGULATORY ACTION. Except as set
                 ---------------------------------------------               
forth in Schedule 2.18 or in any other Schedule hereto:
         -------------                                 

          (a)  Seller has complied with all material Requirements of Laws which
are applicable to the Purchased Assets or the business of the Stations;

          (b)  As of the date of this Agreement, there are no lawsuits, claims,
suits, proceedings or investigations pending against Seller or, to the knowledge
of Seller, threatened against Seller, in respect of the Stations or, to the
knowledge of Seller, pending or threatened against ARS or Marlin in respect of
the Purchased Station; and

          (c)  As of the date of this Agreement, there is no action, suit or
proceeding pending against Seller or, to the knowledge of Seller, threatened
against Seller which questions the legality or propriety of the transactions
contemplated by this Agreement.

          2.19.  HAZARDOUS MATERIALS.  Except as permitted by or consistent with
                 -------------------                                            
applicable Environmental Laws or as set forth in Schedule 2.19:
                                                 ------------- 

          (a)  Seller's use of the Owned Real Property and the Leased Real
Property relating to the Stations is in compliance with all Environmental Laws;

          (b)  Seller has never generated, transported, used, stored or disposed
of on any Owned Real Property or the Leased Real Property any Hazardous Material
and, to Seller's knowledge, there has never been any Hazardous Material
generated, transported, used, stored or disposed of on any Owned Real Property
or the Leased Real Property;

          (c)  no Hazardous Material has ever been spilled, released or disposed
of on, under or about any Owned Real Property or Leased Real Property by Seller
or, to Seller's knowledge, has ever come to be located in the soil or
groundwater of any Owned Real Property or Leased Real Property; and

          (d)  no underground storage tanks, or underground piping associated
with such tanks, are located on or under any Owned Real Property or, to the
knowledge of Seller, any Leased Real Property.

                                       16
<PAGE>
 
          Except as set forth in Schedule 2.19, Seller has never and, to the
                                 -------------                              
knowledge of Seller, neither ARS nor Marlin has entered into or been subject to
any judgment, consent decree, compliance order, or administrative order with
respect to any environmental matter or received any request for information,
notice, demand letter, administrative inquiry, or formal or informal complaint
or claim with respect to any environmental matter or the enforcement of any
Environmental Law, in each case involving the Owned Real Property or the Leased
Real Property.

          2.20.  FINDER.  Neither Seller nor any party acting on its behalf has
                 ------                                                        
paid or become obligated to pay any fee or commission to any broker, finder or
intermediary for or on account of the transactions contemplated by this
Agreement other than to Star Media Group, Inc., whose fees or commissions, to
the extent payable, shall be paid by or on behalf of Seller.

          2.21.  NO INTERFERENCE.  To the knowledge of Seller, the Stations are
                 ---------------                                               
not causing interference in violation of FCC rules to the transmission of any
other broadcast station or communications facility and, since August 1, 1994
Seller has not received any complaints with respect thereto.  To the knowledge
of Seller, no other broadcast station or communications facility is causing
interference in violation of FCC rules to the Stations' transmissions or the
public's reception of such transmissions.

          2.22.  FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT. Seller is not a
                 -------------------------------------------                 
"foreign person" within the meaning of Section 1445 of the Code.

          2.23.  BANKRUPTCY.  No insolvency proceedings of any character,
                 ----------                                              
including, without limitation, bankruptcy, receivership, reorganization,
composition or arrangement with creditors, voluntary or involuntary, of Seller,
are pending or, to the knowledge of Seller, threatened against Seller or its
general partners, and neither Seller nor either of its general partners has made
any assignment for the benefit of creditors or taken any action in contemplation
of or which would constitute the basis for the institution of such insolvency
proceedings.

          2.24.  EMPLOYEE BENEFIT PLANS.  Except as set forth in Schedule 2.24,
                 ----------------------                          ------------- 
with respect to the employees of the Stations, there are no employee or retiree
benefit or compensation plans within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or compensation,
                                                     -----                    
bonus, incentive, deferral, equity based, severance, termination, retention,
change in control, employment or other similar program, agreement, arrangement,
trust or other funding arrangement, whether or not subject to the provisions of
ERISA, to which Seller is bound, or will be bound upon consummation of the ARS
Transaction, or that is or has been established or maintained or in respect of
which Seller has ever

                                       17
<PAGE>
 
had an obligation to contribute, or will have an obligation to contribute upon
consummation of the ARS Transaction.  Seller has neither incurred nor reasonably
expects to incur (either directly or indirectly, including as a result of any
indemnification obligation) any liability that could become a liability of Buyer
or, following Closing, remain a liability of the Stations under or pursuant to
Title I or IV of ERISA or the penalty, excise tax or joint and several liability
provisions of the Code relating to employee benefit plans and no event,
transaction or condition has occurred or exists which could result in any such
liability. Each plan, program, agreement, arrangement, trust or other funding
arrangement listed in Schedule 2.24 has been operated and administered in all
                      -------------                                          
material respects in accordance with all Requirements of Law, including but not
limited to ERISA and the Code.

          2.25.  ARS AGREEMENT.  Seller has entered into the ARS Agreement with
                 -------------                                                 
ARS pursuant to which Seller, upon the consummation of the transactions
contemplated by the ARS Agreement, will acquire the assets defined therein as
the "Philadelphia Assets" and will assume the liabilities of ARS with respect to
the ownership and operations of the Purchased Station other than the "Nonassumed
Obligations" of American (as defined therein) relating thereto.  As indicated in
the ARS Agreement, ARS was acquiring the Purchased Station through the
acquisition of Marlin Broadcasting Company, Inc.  ARS has informed Seller that
such acquisition was consummated on May 30, 1996.  As contemplated by the ARS
Agreement, Seller and ARS have entered into a Time Brokerage Agreement dated as
of June 1, 1996 with respect to the Purchased Station.  Complete copies of the
ARS Agreement and the Time Brokerage Agreement relating to the Purchased Station
have been made available to Buyer by Seller, and Seller has made available to
Buyer a copy of the Agreement and Plan of Merger dated as of March 15, 1996
among ARS, ARS Acquisition Company and Marlin in the form furnished to Seller by
ARS.

          2.26.  FULL DISCLOSURE.  To the knowledge of Seller, neither this
                 ---------------                                           
Agreement nor any certificate delivered pursuant hereto contains any untrue
statement of a material fact or omits any statement of a material fact necessary
to make any statement contained herein or therein not misleading.


                                  ARTICLE III

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

          As an inducement to Seller to enter into this Agreement and to
consummate the transactions contemplated hereby, Buyer hereby represents and
warrants to Seller and agrees as follows:

                                       18
<PAGE>
 
          3.1.   ORGANIZATION OF BUYER.  Buyer is a corporation duly organized,
                 ---------------------                                         
validly existing and in good standing under the laws of the State of Delaware.
Buyer has full corporate power and authority to own or lease and to operate and
use its properties and assets and to carry on its business as now conducted.

          3.2.   AUTHORITY OF BUYER.  Buyer has the corporate power and
                 ------------------                                    
authority to execute, deliver and perform this Agreement and all of the other
agreements and instruments to be executed and delivered by Buyer pursuant hereto
(collectively, the "Buyer Ancillary Agreements").
                    --------------------------   

          The execution, delivery and performance of this Agreement and the
Buyer Ancillary Agreements by Buyer have been duly authorized and approved by
all necessary corporate action on behalf of Buyer.  This Agreement is, and each
Buyer Ancillary Agreement when executed and delivered by Buyer and the other
parties thereto will be, the legal, valid and binding agreement of Buyer
enforceable in accordance with its respective terms, subject to bankruptcy,
insolvency, moratorium and similar laws of general application relating to or
affecting creditors' rights and general equity principles.

          Except as set forth in Schedule 3.2, neither the execution and
                                 ------------                           
delivery of this Agreement or any Buyer Ancillary Agreement by Buyer or the
consummation by Buyer of any of the transactions contemplated hereby or thereby
nor compliance by Buyer with or fulfillment by Buyer of the terms, conditions
and provisions hereof or thereof will:

          (a)  result in a breach of the terms, conditions or provisions of, or
constitute a default, an event of default or an event creating rights of
acceleration, termination or cancellation or a loss of rights under, the charter
or By-laws of Buyer or any material agreement, judgment, order, award or decree
to which Buyer is a party or any of its properties is subject or by which Buyer
is bound or any Requirements of Law affecting Buyer; or

          (b)  require the approval, consent, authorization or act of, or the
making by Buyer of any declaration, filing or registration with, any Person,
except for such of the foregoing as are necessary pursuant to the Improvements
Act or the Communications Act.

          3.3.   ABSENCE OF KNOWLEDGE AS TO CERTAIN FACTS. Except as set forth
                 ----------------------------------------                     
in Schedule 3.3, Buyer has no knowledge of any fact which could, under the
   ------------                                                           
Communications Act, the existing rules, regulations and practices of the FCC or
otherwise disqualify Buyer as an assignee of the FCC Authorizations or as the
owner and operator of the Stations or the Purchased Assets.

                                       19
<PAGE>
 
          3.4.   FINANCIAL CAPABILITY.  Buyer has or on the Closing Date will
                 --------------------                                        
have sufficient financial capabilities to pay the Purchase Price in accordance
with this Agreement.

          3.5.   NO FINDER.  Neither Buyer nor any party acting on its behalf
                 ---------                                                   
has paid or become obligated to pay any fee or commission to any broker, finder
or intermediary for or on account of the transactions contemplated by this
Agreement.


                                   ARTICLE IV

                        ACTION PRIOR TO THE CLOSING DATE
                        --------------------------------

          The respective parties hereto covenant and agree to take the following
actions between the date hereof and the Closing Date:

          4.1.   INVESTIGATION OF THE STATIONS BY BUYER.  From the date hereof
                 --------------------------------------                       
until the Closing Date, upon the request of Buyer, Seller shall afford, and
prior to the consummation of the ARS Transaction Seller will use its reasonable
efforts to cause ARS to afford, to the officers, employees and authorized
representatives of Buyer (including, without limitation, independent public
accountants and attorneys) reasonable access during normal business hours upon
reasonable advance notice to the offices, properties, employees and business and
financial records (including computer files, retrieval programs and similar
documentation) of the Stations to the extent Buyer shall reasonably deem
necessary or desirable and shall furnish to Buyer or its authorized
representatives such additional information concerning the Purchased Assets and
the Stations as shall be reasonably requested; provided, however, that Seller
                                               --------  -------
shall not be required to violate any obligation of confidentiality to which it
is subject in discharging its obligations pursuant to this Section 4.1. Buyer
                                                           -----------
agrees that such investigation shall be conducted in such a manner as not to
interfere unreasonably with the operations of Seller. If in the course of any
investigation pursuant to this Section 4.1, Buyer's officers, employees or
                               -----------                                
authorized representatives discover any breach of any representation or warranty
contained in this Agreement, or any circumstance or condition that upon Closing
would constitute such a breach, Buyer covenants that it will promptly so inform
Seller.

          4.2.   PRESERVE ACCURACY OF REPRESENTATIONS AND WARRANTIES.  From the
                 ---------------------------------------------------           
date hereof until the Closing Date, each of the parties hereto shall refrain
from taking any action which would render any representation or warranty
contained in Article II or III inaccurate as of the Closing Date.  Each party
             ----------    ---                                               
shall promptly notify the other of any action, suit or proceeding that shall be

                                       20
<PAGE>
 
instituted or threatened against such party to restrain, prohibit or otherwise
challenge the legality of any transaction contemplated by this Agreement. Seller
shall promptly notify Buyer of any lawsuit, claim, proceeding or investigation
that may be threatened, brought, asserted or commenced against Seller which
would have been listed in Schedule 2.18 if such lawsuit, claim, proceeding or
                          -------------                                      
investigation had arisen prior to the date hereof.

          4.3.   FCC CONSENT; IMPROVEMENTS ACT APPROVAL; OTHER CONSENTS AND
                 ----------------------------------------------------------
APPROVALS.  (a)  Within 10 business days of the date hereof, Buyer and Seller
- ---------                                                                    
shall file with the FCC applications requesting its consent to the assignment of
the FCC Authorizations (and any extensions or renewals thereof) from Seller to
Buyer.  Buyer and Seller will cooperate in the preparation of such applications
and will diligently take, or cooperate in the taking of, all necessary,
desirable and proper steps, provide any additional information reasonably
required and otherwise use their reasonable best efforts to obtain promptly the
requested consent, approval and waiver of the FCC.  Any fees assessed by the FCC
incident to the filing of such applications shall be split equally between Buyer
and Seller.  Seller and Buyer shall each make available to the other, promptly
after the filing thereof, copies of all reports filed on or prior to the Closing
Date with the FCC by Seller or Buyer, as the case may be, in respect of the
Stations.

          (b)  As promptly as practicable after the date hereof, Buyer and
Seller shall file with the Federal Trade Commission and the Antitrust Division
of the Department of Justice the notifications and other information required to
be filed by such party under the Improvements Act, or any rules and regulations
promulgated thereunder, with respect to the transactions contemplated hereby.
Each of Buyer and Seller covenants to file as promptly as practicable such
additional information as may be requested to be filed by such party.  Each of
Buyer and Seller warrants that all such filings by it, as of the date filed,
will be true and accurate and in accordance with the requirements of the
Improvements Act and any such rules and regulations.  Each of Buyer and Seller
agrees to make available to the other such information as each of them may
reasonably request relative to its business, assets and property as may be
required by each of them to file any additional information requested by such
agencies under the Improvements Act and such rules and regulations.  Each party
hereto shall promptly inform the other of any material communication from the
Federal Trade Commission, the Department of Justice or any other governmental
authority regarding any of the transactions contemplated hereby.  Each party
hereto will advise the other promptly in respect of any understandings,
undertakings or agreements (oral or written) that such party proposes to make or
enter into with the Federal Trade Commission, the Department of Justice or any
other governmental authority in connection with the transactions contemplated
hereby.  Buyer and

                                       21
<PAGE>
 
Seller shall split equally the cost of any filing fees payable under the
Improvements Act in connection with the notifications and information described
in this Section 4.3(b).
        -------------- 

          (c)  Buyer and Seller shall each use their reasonable best efforts
promptly to obtain all consents and amendments from parties to the Seller
Agreements and all consents, amendments or permits from governmental
authorities, which are required by the terms thereof or this Agreement for the
due and punctual consummation of the transactions contemplated by this
Agreement; provided, that neither Buyer nor Seller shall have any obligation to
           --------                                                            
offer or pay any consideration in order to obtain any such consents or
amendments.

          4.4.   OPERATIONS PRIOR TO THE CLOSING DATE.  (a) From the date hereof
                 ------------------------------------                           
until the Closing Date, Seller shall operate and carry on the business of the
Owned Stations, and use its best efforts to cause the Purchased Station to be
operated and carried on, only in the ordinary course and substantially as
currently operated.  Consistent with the foregoing, Seller shall keep and
maintain the Purchased Assets in good operating condition and repair and shall
use its reasonable efforts consistent with good business practice to preserve
the goodwill of the customers and others having business relations with the
Stations.

          (b)  Notwithstanding Section 4.4(a), except as expressly contemplated
                               --------------                                  
by this Agreement, except as set forth in Schedule 4.4(b) or except with the
                                          --------------                    
express prior written approval of Buyer, Seller shall not:

          (i) make any material change in the business or the operations of the
     Stations;

          (ii) make any capital expenditure relating to the Stations, or enter
     into any contract or commitment therefor, in excess of $50,000 in the
     aggregate;

          (iii) sell, lease, transfer or otherwise dispose of or mortgage or
     pledge, or impose or suffer to be imposed any Encumbrance on, any of the
     Purchased Assets, other than (A) minor amounts of personal property having
     an aggregate value of less than $50,000 sold or otherwise disposed of in
     the ordinary course of the business of the Stations which would not
     reasonably be expected to have a material adverse effect on the business or
     operations of the Stations, (B) minor amounts of personal property which
     are replaced due to defect or obsolescence with personal property of
     substantially the same nature and of equal or greater quality in the
     ordinary course of the business of the Stations and (C) Permitted
     Encumbrances; or

                                       22
<PAGE>
 
          (iv) enter into any agreement providing for annual payments by the
     Stations in excess of $25,000.

     (c)  From the date hereof until the Closing Date, Seller shall:

          (i) operate the Owned Stations, and use its reasonable best efforts to
     cause the Purchased Station to be operated, in all material respects in
     accordance with the FCC's rules and regulations and the FCC Authorizations
     and shall not fail to prosecute with due diligence any pending application
     to the FCC, including, without limitation, the renewal applications
     relating to the FCC Authorizations for the Owned Stations, and shall not
     cause or permit by any act, or failure to act, any of the FCC
     Authorizations to expire, be surrendered, adversely modified, or otherwise
     terminated, or the FCC to institute any proceeding for the suspension,
     revocation or material adverse modification of any of the FCC
     Authorizations;

          (ii) maintain insurance policies on the Owned Stations and the related
     Purchased Assets, and use its reasonable best efforts to cause insurance
     policies to be maintained on the Purchased Station and the related
     Purchased Assets, on terms and conditions and with insurers substantially
     identical to or better than those in effect immediately prior to the date
     hereof, in each case, except to the extent otherwise provided in the
     Stations Time Brokerage Agreements;

          (iii) if the broadcast transmissions of the Stations from their main
     broadcast antennae at authorized power are interrupted or impaired, use its
     reasonable best efforts to restore transmissions at full authorized power
     as soon as reasonably possible; and

          (iv) protect and defend the FCC Authorizations, broadcast coverage
     area and signal integrity relating to each of the Owned Stations and use
     its reasonable best efforts to cause the protection and defense of the FCC
     Authorizations, broadcast coverage area and signal integrity relating to
     the Purchased Station;

          (v) timely file and prosecute the 1996 FCC renewal applications
     relating to the Owned Stations;

          (vi) make all capital expenditures contemplated by the capital budget
     of each of the Owned Stations;

          (vii) not modify, waive or amend any provision of or right under the
     ARS Agreement or the Assumed Time 

                                       23
<PAGE>
 
     Brokerage Agreement without the prior written consent of Buyer;

          (viii) use its reasonable best efforts to consummate the ARS
     Transaction and shall proceed diligently to exercise its rights with
     respect to the Purchased Station; and

          (ix) keep its books and accounts, records and files relating to the
     Stations in the ordinary course of business and in a manner consistent with
     past practice.


                                   ARTICLE V

                             ADDITIONAL AGREEMENTS
                             ---------------------

          5.1.   TAXES; SALES, USE AND TRANSFER TAXES; TITLE INSURANCE.  (a)
                 -----------------------------------------------------       
Seller shall be liable for and shall pay all Taxes (whether assessed or
unassessed) applicable to the Stations or the Purchased Assets, in each case
attributable to periods (or portions thereof) ending on or prior to the Closing
Date.  Buyer shall be liable for and shall pay all Taxes (whether assessed or
unassessed) applicable to the Stations or the Purchased Assets, in each case
attributable to periods (or portions thereof) beginning after the Closing Date.
For purposes of this Section 5.1(a), any period beginning before and ending
                     --------------                                        
after the Closing Date shall be treated as two partial periods, one ending on
the Closing Date and the other beginning after the Closing Date; provided,
                                                                 -------- 
however, that Taxes (such as property Taxes) imposed on a periodic basis shall
- -------                                                                       
be allocated on a daily basis. Notwithstanding the preceding sentence, if the
transactions contemplated by this Agreement result in the reassessment of the
value of any of the Purchased Assets for property Tax purposes, or the
imposition of any property Taxes on such Purchased Assets at a rate which is
different than the rate that would have been imposed if such transactions had
not occurred, then (y) the portion of such property Taxes for the portion of the
period ending on the Closing Date shall be determined on a daily basis, using
the assessed value and Tax rate that would have applied had such transactions
not occurred, and (z) the portion of such property Taxes for the portion of such
period beginning after the Closing Date shall be the total property Taxes for
the period minus the amount described in clause (y) of this sentence.

          (b)  Notwithstanding Section 5.1(a), any sales, use or other transfer
                               --------------                                  
Taxes payable by reason of transfer and conveyance of the Purchased Assets
hereunder and any documentary stamp or transfer Taxes payable by reason of the
real estate or interests therein included in the Purchased Assets shall be split
equally between Buyer and Seller.  The costs of any commitments for title

                                       24
<PAGE>
 
insurance and surveys for the Owned Real Property shall be split equally between
Buyer and Seller.  All fees relating to any filing with any governmental or
regulatory body required for transfer and conveyance of the Purchased Assets
hereunder shall be split equally between Buyer and Seller.

          (c)  Seller or Buyer, as the case may be, shall provide reimbursement
for any Tax paid by one party all or a portion of which is the responsibility of
the other party in accordance with the terms of this Section 5.1.  Within a
                                                     -----------           
reasonable time prior to the payment of any said Tax, the party paying such Tax
shall give notice to the other party of the Tax payable and the portion which is
the liability of each party, although failure to do so will not relieve the
other party from its liability hereunder.

          (d)  Each party shall promptly notify the other in writing upon
receipt by such party or any of its Affiliates of notice of any pending or
threatened federal, state, local or foreign Tax audits, examinations or
assessments which may materially affect the Tax liabilities for which the other
party would be required to indemnify such party pursuant to Section 5.1.  The
                                                            ------- ---      
party that would be responsible for the relevant Taxes under Section 5.1(a)
                                                             --------------
shall have the sole right to control any Tax audit or administrative or court
proceeding relating to taxable periods ending at the time of or before the
Closing Date, and to employ counsel of its choice at its expense.  In the case
of a taxable period beginning before and ending after the Closing Date, Seller
shall be entitled to participate at its expense in any Tax audit or
administrative or court proceeding relating in whole or in part to Taxes
attributable to the portion of such period ending on the Closing Date and, with
the written consent of Buyer, and at Seller's sole expense, may assume the
entire control of such audit or proceeding.  Neither party nor any of its
Affiliates may settle any Tax claim for any taxable year or period ending at or
before the Closing Date (or for the portion of any taxable year or period ending
on the Closing Date) which may be the subject of indemnification by the other
party under Section 5.1(a) without the prior written consent of the other party.
            -------------                                                       

          (e)  Any payments made pursuant to this Section 5.1 shall be treated
                                                  -----------                 
for income tax purposes by Buyer and Seller as an adjustment to the Purchase
Price.

          5.2.   TIME BROKERAGE AGREEMENTS.  (a) Buyer and Seller shall execute
                 -------------------------                                     
and deliver time brokerage agreements with respect to WJLB-FM and WMXD-FM, each
effective as of September 1, 1996 substantially in the forms of Exhibit C1 and
                                                                ----------    
C2, respectively, (collectively, the "Owned Stations Time Brokerage Agreements")
- --                                    ----------------------------------------  
and effective as of September 1, 1996, but subject to obtaining the prior
consent of ARS, Buyer shall assume the obligations of Seller under the Time
Brokerage Agreement as of June 1, 1996

                                       25
<PAGE>
 
between Seller and ARS relating to WFLN-FM (the "Assumed Time Brokerage
                                                 ----------------------
Agreement").
- ---------   

          (b)  Anything in this Agreement to the contrary notwithstanding, (i)
Seller shall not be liable in any respect to the extent any of its
representations and warranties or covenants or agreements contained in Article
                                                                       -------
II or IV, and Buyer shall not be liable in any respect to the extent any of its
- --    --                                                                       
representations and warranties or covenants or agreements contained in Article
                                                                       -------
III or IV, are not true and correct, or performed, as the case may be, in any
- ---    --                                                                    
material respect on and as of the Closing Date due solely to the existence and
operation of the Owned Stations Time Brokerage Agreements or the Assumed Time
Brokerage Agreement (collectively, the "Stations Time Brokerage Agreements",
                                        ----------------------------------  
(ii) the condition set forth in Section 6.7 shall not be deemed to be not
                                -----------                              
satisfied solely as a result of any action or failure to act of Buyer pursuant
to the provisions of the Stations Time Brokerage Agreements, and (iii) the
certificates to be delivered to Buyer and Seller pursuant to the provisions of
                                                                              
Section 6.1 and Section 7.1, respectively, shall not be required to address any
- -----------     -----------                                                    
of such representations and warranties or covenants or agreements that are not
true and correct, or performed, as the case may be, in any material respect on
and as of the Closing Date due solely to the existence and operation of such
agreements.

          5.3.   AUDIT OF FINANCIAL STATEMENTS OF STATIONS. Seller shall
                 -----------------------------------------              
cooperate and use its reasonable best efforts to cause ARS and each of Seller's
and ARS' independent accountants to cooperate with Buyer, at Buyer's expense, in
order to enable Buyer to have its independent accountants prepare audited
financial statements for the Stations.  Without limiting the generality of the
foregoing, Seller agrees that it will (i) consent to the use of such audited
financial statements in any registration statement or other document filed by
Buyer (or any of its subsidiaries) under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, and (ii) execute and
deliver, and cause its partners and officers to execute and deliver, such
"representation" letters as are customarily delivered in connection with audits
and as Buyer's independent accountants may reasonably request under the
circumstances.

          5.4.      WFLN-FM TOWER RELOCATION.  (a) Seller shall bear all costs
                    ------------------------                                  
related to obtaining a construction permit from the FCC to permit relocation of
the WFLN-FM tower to the site described in Schedule 2.10.
                                           ------------- 

          (b) In addition to the costs described in Section 5.4(a), Seller shall
                                                    --------------              
bear one-half of all additional costs related to relocation of WFLN-FM's tower
to the site described in Schedule 2.10, including the construction and equipment
                         -------------                                          
costs relating to building such facility; provided, however, that the
                                          --------  -------          

                                       26
<PAGE>
 
amount to be paid by Seller pursuant to this Section 5.4(b) shall not, under any
                                             --------------                     
circumstances, exceed $75,000.

          (c) Seller shall cooperate with Buyer to ensure that the terms of the
lease covering the new WFLN-FM tower site are reasonably acceptable to Buyer.

          5.5.      COVENANT NOT TO COMPETE.  In furtherance of the sale of the
                    -----------------------                                    
Purchased Assets to Buyer hereunder by virtue of the transactions contemplated
hereby and more effectively to protect the value and goodwill of the Stations,
Seller covenants and agrees that neither Seller nor any of its Affiliates
(including Frank E. Wood) will directly or indirectly (whether as principal,
agent, independent contractor, partner or otherwise) own, manage, operate,
control or otherwise carry on (a) for a period beginning on the Closing Date and
ending on the third anniversary thereafter, a radio station business in the
Detroit, Michigan radio market as determined by The Arbitron Company and (b) for
a period beginning on the Closing Date and ending on the first anniversary
thereafter, a radio station business in the Philadelphia, Pennsylvania radio
market as determined by The Arbitron Company.

          Notwithstanding the foregoing, nothing set forth in Section 5.5 shall
                                                              -----------      
prohibit Seller or its Affiliates (including Frank E. Wood) from (i) directly or
indirectly owning, managing, operating, controlling or otherwise carrying on a
radio station business with a classical musical format in the Philadelphia,
Pennsylvania radio market or (ii) owning not in excess of 5% in the aggregate of
any class of capital stock of any corporation if such stock is publicly traded
and listed on any national or regional stock exchange or quoted on the Nasdaq
Stock Market.

                                   ARTICLE VI

                  CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
                  --------------------------------------------

          The obligations of Buyer to effect the Closing in accordance with this
Agreement shall, at the option of Buyer, be subject to the satisfaction, on or
prior to the Closing Date, of the following conditions:

          6.1.   NO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIES.
                 ----------------------------------------------------------    
There shall have been no material breach by Seller in the performance of any of
its covenants and agreements herein; each of the representations and warranties
of Seller contained or referred to herein shall be true and correct in all
material respects on the Closing Date as though made on the Closing Date (except
to the extent that they expressly speak as of a specific date or time other than
the Closing Date, in which case they need only have been true and correct in all
material respects as of such specified date or time), except to the extent any
inaccuracy or breach results from any transaction specifically permitted by

                                       27
<PAGE>
 
this Agreement, any transaction expressly consented to in writing by Buyer or
any transaction permitted by Section 4.4; and there shall have been delivered to
                             -----------                                        
Buyer a certificate or certificates to such effect dated the Closing Date,
signed by and on behalf of Seller by the President or any Vice President of a
general partner of Seller.

          6.2.   OPINION OF COUNSEL FOR SELLER.  Counsel for Seller shall have
                 -----------------------------                                
delivered to Buyer an opinion, dated the Closing Date, in form and substance
reasonably satisfactory to Buyer and its counsel.

          6.3.   PARTNERSHIP ACTION.  Seller shall have taken all partnership
                 ------------------                                          
action necessary to approve the transactions contemplated by this Agreement.

          6.4.   NO RESTRAINT OR LITIGATION.  Any applicable waiting period
                 --------------------------                                
under the Improvements Act shall have expired or have been terminated and no
injunction or restraining order shall have been issued by any court of competent
jurisdiction and be in effect which restrains or prohibits any material
transaction contemplated hereby.

          6.5.   FCC CONSENT.  (a) The FCC Consent shall have been granted,
                 -----------                                               
without any condition or qualification which has a materially adverse effect on
the operations and financial condition of the Owned Stations, the Purchased
Station or WQRS-FM (it being agreed that an EEO reporting obligation shall not
constitute such a condition or qualification), and shall have become a Final
Order with respect to each Station, and (b) the renewal of the FCC
Authorizations for each Owned Station shall have been approved for a full
renewal term and each such approval shall have become a Final Order.

          6.6.   NECESSARY CONSENTS.  Seller shall have received consents, in
                 ------------------                                          
form and substance reasonably satisfactory to Buyer, to the assignment to Buyer
of the Seller Agreements specified in Schedule 6.6.
                                      ------------ 

          6.7.   NO MATERIAL ADVERSE CHANGE.  Between the date hereof and the
                 --------------------------                                  
Closing Date, there shall have been no material adverse change in the Purchased
Assets, the Owned Stations or the Purchased Station, as the case may be.

          6.8.   FIRPTA CERTIFICATE.  There shall have delivered to Buyer a
                 ------------------                                        
certificate to the effect that Seller is not a "foreign person" within the
meaning of Section 1445 of the Code, dated the Closing Date signed by and on
behalf of Seller by the President or any Vice President of a general partner of
Seller.

          6.9.   ARS TRANSACTION.  The purchase by Seller of the Purchased
                 ---------------                                          
Station pursuant to the ARS Agreement shall have been consummated.

                                       28
<PAGE>
 
          6.10.  COMPLETION OF AUDIT.  The audit of the financial statements of
                 -------------------                                           
the Stations referred to in Section 5.3 shall have been completed.
                            -----------                           

          6.11.  WQRS-FM TRANSACTION.  The transactions contemplated by the
                 --------------------                                       
WQRS Agreement shall have been consummated.

          Notwithstanding the failure of any one or more of the foregoing
conditions, Buyer may proceed with the Closing without satisfaction, in whole or
in part, of any one or more of such conditions and without written waiver.  To
the extent that at the Closing Seller delivers to Buyer a written notice
specifying in reasonable detail the failure of any of such conditions or the
breach by Seller of any of the representations or warranties of Seller herein,
and Buyer nevertheless proceeds with the Closing, Buyer shall be deemed to have
waived for all purposes any rights or remedies it may have against Seller by
reason of the failure of any such conditions or the breach of any such
representations or warranties to the extent described in such notice.


                                  ARTICLE VII

                 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
                 ---------------------------------------------

          The obligations of Seller to effect the Closing in accordance with
this Agreement shall, at the option of Seller, be subject to the satisfaction on
or prior to the Closing Date, of the following conditions:

          7.1.   NO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIES.
                 ----------------------------------------------------------  
There shall have been no material breach by Buyer in the performance of any of
its covenants and agreements herein; each of the representations and warranties
of Buyer contained or referred to in this Agreement shall be true and correct on
the Closing Date as though made on the Closing Date, except to the extent any
inaccuracy or breach results from any transactions specifically permitted by
this Agreement, any transaction expressly consented to in writing by Seller or
any transaction contemplated by this Agreement; and there shall have been
delivered to Seller a certificate or certificates to such effect, dated the
Closing Date and signed on behalf of Buyer by its President or any Vice
President.

          7.2.   OPINION OF COUNSEL FOR BUYER.  Counsel for Buyer shall have
                 ----------------------------                               
delivered to Seller an opinion, dated the Closing Date, in form and substance
reasonably satisfactory to Seller and its counsel.

          7.3.   CORPORATE ACTION.  The board of directors of Buyer shall have
                 ----------------                                             
taken all corporate action necessary to approve the transactions contemplated by
this Agreement.

                                       29
<PAGE>
 
          7.4.   NO RESTRAINT.  Any applicable waiting period under the
                 ------------                                          
Improvements Act shall have expired or been terminated and no injunction or
restraining order shall have been issued by any court of competent jurisdiction
and be in effect which restrains or prohibits any material transaction
contemplated hereby.

          7.5.   FCC CONSENT.  The FCC Consent shall have been granted, without
                 -----------                                                   
any condition or qualification which is materially adverse to Seller, and shall
have become a Final Order.

          7.6.   ARS TRANSACTION.  The purchase by Seller of the Purchased
                 ---------------                                          
Station pursuant to the ARS Agreement shall have been consummated.

          7.7.   WQRS-FM TRANSACTION.  The transactions contemplated by the WQRS
                 -------------------                                            
Agreement shall have been consummated.

          Subject to compliance by Seller with its covenant contained in Section
                                                                         -------
4.4(c)(viii), notwithstanding the failure of any one or more of the foregoing
- ------------                                                                 
conditions, Seller may proceed with the Closing without satisfaction, in whole
or in part, of any one or more of such conditions and without written waiver. To
the extent that at the Closing Buyer delivers to Seller a written notice
specifying in reasonable detail the failure of any of such conditions or the
breach by Buyer of any of the representations or warranties of Buyer herein, and
Seller nevertheless proceeds with the Closing, Seller shall be deemed to have
waived for all purposes any rights or remedies it may have against Buyer by
reason of the failure of any such conditions or the breach of any such
representations or warranties to the extent described in such notice.


                                  ARTICLE VIII

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

          8.1.   INDEMNIFICATION BY SELLER.  Seller agrees to indemnify and hold
                 -------------------------                                      
harmless Buyer from and against any and all (a) Losses and (b) Expenses incurred
by Buyer in connection with or arising from:

          (i) any breach by Seller of, or any other failure of Seller to
     perform, any of its covenants, agreements or obligations in this Agreement
     or in any Seller Ancillary Agreement;

          (ii) any breach of any warranty or the inaccuracy of any
     representation of Seller contained or referred to in this Agreement or any
     certificate delivered by or on behalf of Seller pursuant hereto; or 

                                       30
<PAGE>
 
          (iii) the failure of Seller to perform any of the Excluded
     Liabilities.

          8.2.   INDEMNIFICATION BY BUYER.  Buyer agrees to indemnify and hold
                 ------------------------                                     
harmless Seller from and against any and all Losses and Expenses incurred by
Seller in connection with or arising from:

          (i) any breach by Buyer of, or other failure of Buyer to perform, any
     of its covenants, agreements or obligations in this Agreement or any Buyer
     Ancillary Agreement;

          (ii) any breach of any warranty or the inaccuracy of any
     representation of Buyer contained or referred to in this Agreement or in
     any certificate delivered by or on behalf of Buyer pursuant hereto; or

          (iii) the failure of Buyer to perform any of the Assumed Liabilities.

          8.3.   LIMITATIONS OF INDEMNIFICATION OBLIGATIONS. Anything contained
                 ------------------------------------------                    
in this Agreement to the contrary notwithstanding:

          (a)  no amount shall be payable by an indemnifying party with respect
to any claim by an indemnified party for any Loss or Expense incurred in
connection with, resulting from or arising out of the breach of any warranty or
the inaccuracy of any representation contained in this Agreement if the
indemnify ing party is first notified of such claim pursuant to Section 8.4 on
                                                                -----------   
or after the first anniversary of the Closing Date (except with respect to (i)
the representation made in Section 2.6 as to which the indemnifying party must
                           -----------                                        
be notified by the sixth anniversary of the Closing Date and (ii) the
representation made in Section 2.15 as to which no time limitation shall apply);
                       ------------                                             
provided, however, that if the indemnifying party is first notified of such a
- --------  -------                                                            
claim prior to the applicable notice period, such claim may continue to be
maintained until the final determination of such claim;

          (b)  the aggregate amount required to be paid by Seller pursuant to
                                                                             
Section 8.1 shall not, under any circumstances, exceed the Purchase Price;
- -----------                                                               

          (c)  an indemnifying party shall not be required to provide
indemnification hereunder until, and then only to the extent that, the aggregate
amount of Losses and Expenses incurred by the other party exceeds $250,000;
                                                                           
provided, that indemnification provided in respect of failures described in
- --------                                                                   
Section 8.2(iii) shall be required without regard to this Section 8.3(c);
- ----------------                                          -------------- 

                                       31
<PAGE>
 
          (d)  Buyer shall be obligated to prosecute diligently and in good
faith any claim for any Loss or Expense with any applicable insurer prior to
collecting any indemnification payment under this Article VIII, and shall only
                                                  ------------                
be indemnified under this Article VIII to the extent that Buyer's Loss or
                          ------------                                   
Expense exceeds the proceeds received by Buyer in respect of any such claim;

          (e)  in calculating the amount of any Loss or Expense there shall be
deducted the amount of any Tax benefit to the indemnified party (or any of its
Affiliates) with respect to such Loss or Expense (after giving effect to the Tax
effect of receipt of the indemnification payments);

          (f)  in any case where an indemnified party recovers from third
parties any amount in respect of a matter with respect to which an indemnifying
party has indemnified it pursuant to this Article VIII, such indemnified party
                                          ------------                        
shall promptly pay over to the indemnifying party the amount so recovered (after
deducting therefrom the full amount of the expenses incurred by it in procuring
such recovery), but not in excess of the sum of (i) any amount previously so
paid by the indemnifying party to or on behalf of the indemnified party in
respect of such matter and (ii) any amount expended by the indemnifying party in
pursuing or defending any claim arising out of such matter;

          (g)  no party hereto shall be indemnified for special, exemplary or
consequential damages, including, without limitation, loss of future profit or
future revenue or interference with operations; and

          (h)  Any payment by Buyer or Seller under this Section 8.3 will be an
                                                         -----------           
adjustment for income tax purposes to the Purchase Price.

          8.4.   NOTICE OF CLAIMS.  (a)  A party seeking indemnification
                 ----------------                                       
hereunder shall give to the indemnifying party a notice describing in reasonable
detail the facts giving rise to any claim for indemnification hereunder and
shall include in such notice (if then known) the amount or the method of
computation of the amount of such claim, and a reference to the provision of
this Agreement or any other agreement, document or instrument executed hereunder
or in connection herewith upon which such claim is based; provided, that a
                                                          --------        
notice in respect of any action at law or suit in equity by or against a third
Person as to which indemnification will be sought shall be given promptly after
the action or suit is commenced.

          (b)  The amount to which an indemnified party shall be entitled under
this Article VIII shall be determined:  (i) by written agreement between Seller
     ------------                                                              
and Buyer, (ii) by a final judgment or decree of any court of competent
jurisdiction or (iii) by any other means to which Seller and Buyer shall agree.
The judg-

                                       32
<PAGE>
 
ment or decree of a court shall be deemed final when the time for appeal, if
any, shall have expired and no appeal shall have been taken or when all appeals
taken have been finally determined. The indemnified party shall have the burden
of proof in establishing the amount of the Loss and Expense suffered by it.

          8.5.   THIRD PARTY CLAIMS.  (a)  Subject to Section 8.5(b), the
                 ------------------                   --------------     
indemnified party shall have the right to conduct and control, through counsel
of its choosing, the defense, compromise or settlement of any third Person
claim, action or suit against such indemnified party as to which indemnification
will be sought by such indemnified party from any party hereunder, and in any
such case the indemnifying party shall cooperate in connection therewith and
shall furnish such records, information and testimony and attend such
conferences, discovery proceedings, hearings, trials and appeals as may be
reasonably requested by the indemnified party in connection therewith; provided,
                                                                       -------- 
that the indemnifying party may participate, through counsel chosen by it and at
its own expense, in the defense of any such claim, action or suit as to which
the indemnified party has so elected to conduct and control the defense thereof;
and provided, further, that the indemnified party shall not, without the written
    --------  -------                                                           
consent of the indemnifying party (which written consent shall not be
unreasonably withheld), pay, compromise or settle any such claim, action or
suit, except that no such consent shall be required if, following a written
request from the indemnified party, the indemnifying party shall fail, within 14
days after the making of such request, to acknowledge and agree in writing that,
if such claim, action or suit shall be adversely determined, such indemnifying
party has an obligation to provide indemnification hereunder to such indemnified
party.  Notwithstanding the foregoing, the indemnified party shall have the
right to pay, settle or compromise any such claim, action or suit, provided that
                                                                   --------     
in such event the indemnified party shall waive any right to indemnity therefor
hereunder.

          (b)  If any third Person claim, action or suit against any indemnified
party is solely for money damages or, where Seller is the indemnifying party,
will have no continuing effect or any material adverse impact on the Stations or
the Purchased Assets, then the indemnifying party shall have the right to
conduct and control, through counsel of its choosing and at its expense, the
defense, compromise or settlement of any such third Person claim, action or suit
against the indemnified party as to which indemnification will be sought from
the indemnifying party if the indemnifying party has acknowledged and agreed in
writing that, if the same is adversely determined, the indemnifying party has an
obligation to provide indemnification to the indemnified party in respect
thereof, and in any such case the indemnified party shall cooperate in
connection therewith and shall furnish such records, information and testimony
and attend such conferences, discovery proceedings, hearings, trials and appeals
as may be reasonably requested by the indemnifying party in

                                       33
<PAGE>
 
connection therewith; provided, that the indemnified party may participate,
                      --------                                             
through counsel chosen by it and at its own expense, in the defense of any such
claim, action or suit as to which the indemnifying party has so elected to
conduct and control the defense thereof.  Notwithstanding the foregoing, the
indemnified party shall have the right to pay, settle or compromise any such
claim, action or suit, provided that in such event the indemnified party shall
                       --------                                               
waive any right to indemnification therefor hereunder.

          (c)  If there are any conflicts between the provisions of this Section
                                                                         -------
8.5 and Section 5.1(d), the provisions of Section 5.1(d) shall control with
- ---     --------------                    --------------                   
respect to Tax contests.

          8.6.   EXCLUSIVE REMEDY.  Any other provision of this Agreement to the
                 ----------------                                               
contrary notwithstanding, from and after the Closing, the sole and exclusive
liability and responsibility of Seller to Buyer, or of Buyer to Seller, under or
in connection with this Agreement or the transactions contemplated hereby
(including, without limitation, for any breach or inaccuracy of any
representation or warranty or for any breach of any covenant or for any other
reason), and the sole and exclusive remedy of Buyer and Seller vis-a-vis each
                                                               ---------     
other with respect to any of the foregoing, shall be as set forth in this
                                                                         
Article VIII; provided, however, that each party hereto shall retain all non-
- ------------  --------  -------                                             
monetary equitable remedies available to it in respect of any breach by any
other party of any covenant or other agreement of such other party contained in
or made pursuant to this Agreement and required to be performed after the
Closing Date.  To the extent that a party hereto has any Loss or Expense for
which it may assert against the other party hereto any other right to
indemnification, contribution or recovery (whether under this Agreement, under
common law or any statute or otherwise), such party with such Loss or Expense
hereby waives, releases and agrees not to assert such right.


                                   ARTICLE IX

                                  TERMINATION

          9.1.   TERMINATION.  (a)  Notwithstanding anything contained in this
                 -----------                                                  
Agreement to the contrary, this Agreement may be terminated at any time prior to
the Closing: (i) by Buyer in the event of a material breach by Seller of any of
its agreements, representations or warranties contained in this Agreement or the
WQRS Agreement and the failure of Seller to cure such breach within 14 days
after receipt of notice from Buyer requesting such to be cured or (ii) by Seller
in the event of a material breach by Buyer of any of its agreements,
representations or warranties contained in this Agreement or the WQRS Agreement
and the failure of Buyer to cure such breach within 14 days after receipt of
notice from Seller requesting such to be cured, and at any time

                                       34
<PAGE>
 
prior to the Closing (A) by the mutual consent of Buyer and of Seller; (B) by
Buyer or Seller if the Closing shall not have occurred on or before June 30,
1997 (or such later date as may be agreed to by Buyer and Seller); or (C) by
Buyer or Seller if any court of competent jurisdiction in the United States or
any United States governmental or regulatory body shall have issued an order,
decree or ruling or taken any other action permanently restraining, enjoining or
otherwise prohibiting the consummation of the transactions contemplated hereby
or (D) by Buyer or Seller if the ARS Agreement or the WQRS Agreement is
terminated.

          (b)  In the event that this Agreement shall be terminated pursuant to
this Article IX, all further obligations of the parties under this Agreement
     ----------                                                             
(other than Sections 10.1, 10.2 and 10.10) shall be terminated without further
            -------- ----  ----     -----                                     
liability of any party to the other; provided, however, that if this Agreement
                                     --------  -------                        
is terminated by either party because of a material breach by the other party of
any of its agreements, representations or warranties contained in this Agreement
and the failure of the breaching party to cure such breach as provided in
                                                                         
Section 9.1(a) or if this Agreement is terminated by Buyer because of a material
- ---------------                                                                 
breach by Seller of any of its agreements, representations or warranties
contained in the ARS Agreement and the failure of Seller to cure such breach as
provided in Section 7.1 of the ARS Agreement, nothing herein shall prohibit the
terminating party from recovering its actual damages as a result of such breach
and termination of this Agreement, except that the amount required to be paid by
the breaching party to the terminating party as damages for such breach shall
not, under any circumstances, exceed $35,000,000, except that, if the separate
closing of the purchase and sale of the Purchased Assets relating to WFLN-FM
contemplated by Section 1.8 occurs prior to termination of this Agreement, the
                -----------                                                   
amount required to be paid by the breaching party pursuant to this Section
                                                                   -------
9.1(b) shall not, under any circumstances, exceed $30,000,000.
- ------                                                        

          9.2.   NOTICE OF TERMINATION.  Any party desiring to terminate this
                 ---------------------                                       
Agreement pursuant to Section 9.1 shall give notice of such termination to the
                      -----------                                             
other party to this Agreement.


                                   ARTICLE X

                               GENERAL PROVISIONS
                               ------------------

          10.1.   NO ANNOUNCEMENT.  Neither Buyer nor Seller shall, without the
                  ---------------                                              
approval of the other, make any press release or other announcement concerning
the transactions contemplated by this Agreement, except as and to the extent
that any such party shall be so obligated by law or by the rules, regulations or
policies of any national securities exchange or association, in which case the
other party shall be advised and the parties shall

                                       35
<PAGE>
 
use their best efforts to cause a mutually agreeable release or announcement to
be issued.

          10.2.   CONFIDENTIAL NATURE OF INFORMATION.  Each party agrees that it
                  ----------------------------------                            
will treat in confidence all documents, materials and other information which it
shall have obtained regarding the other party during the course of the
negotiations leading to the consummation of the transactions contemplated hereby
(whether obtained before or after the date of this Agreement), the investigation
provided for herein and the preparation of this Agreement and other related
documents, and, in the event the transactions contemplated hereby shall not be
consummated, each party will return to the other party all copies of nonpublic
documents and materials which have been furnished in connection therewith. Such
documents, materials and information shall not be communicated to any third
Person (other than, in the case of Buyer, to its counsel, accountants, financial
advisors or lenders, and in the case of the Seller, to its counsel, accountants
or financial advisors). The obligation of each party to treat such documents,
materials and other information in confidence shall not apply to any information
which (a) such party can demonstrate was already lawfully in its possession
prior to the disclosure thereof by the other party, (b) is known to the public
and did not become so known through any violation of a legal obligation, (c)
became known to the public through no fault of such party, (d) such party is
required to disclose any such information pursuant to judicial order or, in the
opinion of counsel, pursuant to applicable law (but only to the extent it must
be so disclosed), or (e) such party reasonably deems necessary to disclose to
obtain any of the consents or approvals contemplated hereby. Without limiting
the right of either party to pursue all other legal and equitable rights
available to it for violation of this Section 10.2 by the other party, it is
                                      ------------                       
agreed that other remedies cannot fully compensate the aggrieved party for such
a violation of this Section 10.2 and that the aggrieved party shall be entitled
                    ------------                       
to injunctive relief to prevent a violation or continuing violation hereof.

          10.3.   GOVERNING LAW; SUBMISSION TO JURISDICTION.  (a) This Agreement
                  -----------------------------------------                     
shall be governed by and construed in accordance with the internal laws (as
opposed to the conflict of laws provisions) of the State of Illinois.

          (b)  Buyer and Seller agree that all actions, suits or proceedings
arising out of or based upon this Agreement or the subject matter hereof shall
be brought and maintained exclusively in the federal and state courts of the
State of Illinois.  Each of Buyer and Seller, by execution hereof, (i)
irrevocably submits to the jurisdiction of the federal and state courts in the
State of Illinois for the purpose of any such action, suit or proceeding and
(ii) hereby waives to the extent not prohibited by applicable law, and agrees
not to assert, by way of motion, as a defense or otherwise, in any such action,
suit or proceeding, any

                                       36
<PAGE>
 
claim that it is not subject personally to the jurisdiction of the above-named
courts, that it is immune from extraterritorial injunctive relief or other
injunctive relief, that its property is exempt or immune from attachment or
execution, that any such action, suit or proceeding may not be brought or
maintained in one of the above-named courts, that any such action, suit or
proceeding brought or maintained in one of the above-named courts should be
dismissed on grounds of forum non conveniens, should be transferred to any court
                        ----- --- ----------                                    
other than one of the above-named courts, should be stayed by virtue of the
pendency of any other action, suit or proceeding in any court other than one of
the above-named courts, or that this Agreement or the subject matter hereof may
not be enforced in or by any of the above-named courts.  Each of Buyer and
Seller hereby consents to service of process in any such suit, action or
proceeding in any manner permitted by the laws of the State of Illinois, agrees
that service of process by registered or certified mail, return receipt
requested, at the address specified in or pursuant to Section 10.4, is
                                                      ------------    
reasonably calculated to give actual notice and waives and agrees not to assert
by way of motion, as a defense or otherwise, in any such action, suit or
proceeding any claim that service of process made in accordance with Section
                                                                     -------
10.4 does not constitute good and sufficient service of process.  The provisions
- ----                                                                            
of this Section 10.3(b) shall not restrict the ability of Buyer or Seller to
        ---------------                                                     
enforce in any court any judgment obtained in a federal or state court of the
State of Illinois.

          10.4.   NOTICES.  All notices or other communications required or
                  -------                                                  
permitted hereunder shall be in writing and shall be deemed given or delivered
when delivered personally, by messenger or by private courier or 72 hours after
having been sent by registered or certified mail addressed as follows:

              If to Seller, to:

                    Secret Communications Limited Partnership
                    312 Walnut Street, Suite 3350
                    Cincinnati, Ohio  45202
                    Attention: Frank E. Wood, 
                               Chief Executive Officer

                              and

                    1200 Shermer Road, 4th Floor
                    Northbrook, Illinois  60062
                    Attention:  Arthur J. Schiller,
                                Esq., General Counsel


              with a copy to:

                    Sidley & Austin
                    One First National Plaza
                    Chicago, Illinois 60603
                    Attention:  Dennis V. Osimitz, Esq.

                                       37
<PAGE>
 
              If to Buyer, to:

                    Evergreen Media Corporation of Los Angeles
                    40 Evergreen Media Corporation
                    433 Los Colinas Boulevard
                    Irving, Texas  75039
                    Attention:  Scott K. Ginsburg

              with a copy to:

                    Latham & Watkins
                    1001 Pennsylvania Avenue, N.W., Suite 1300
                    Washington, D.C.  20004
                    Attention:  Eric L. Bernthal, Esq.

or to such other address as such party may indicate by a notice delivered to the
other parties hereto in accordance with this Section 10.4.
                                             ------------ 

          10.5.   SUCCESSORS AND ASSIGNS.  (a)  The rights of either party under
                  ----------------------                                        
this Agreement shall not be assignable by such party hereto prior to the Closing
without the written consent of the other; provided, however, that (i) the rights
                                          --------  -------                     
of Buyer hereunder may be assigned prior to Closing, without the consent of
Seller, to a  wholly-owned subsidiary of Buyer without Buyer being released from
any of its obligations hereunder and (ii) if Seller or Buyer subsequently
determines to qualify the transfer of any or all of the Purchased Assets as a
like-kind exchange under Section 1031 of the Code, such party shall be entitled
to assign its rights (but not its obligations) under this Agreement to a
"qualified intermediary" (as defined in Treas. Reg. (S) 1.1031 (k)-1(g)(4)).  In
the event described in clause (ii) above, Buyer or Seller, as the case may be,
agrees to (A) consent to and acknowledge the assignment of this Agreement (or
such portions thereof as the other party shall determine) by the other party to
such qualified intermediary, (B) pay the Purchase Price directly to such
qualified intermediary, (C) make appropriate filings with the FCC and to amend
any FCC filings theretofore made and (D) otherwise cooperate with the other
party in order to enable such party to effect a like-kind exchange under Section
1031 of the Code.  Following the Closing, either party may assign any of its
rights hereunder, but no such assignment shall relieve it of its obligations
hereunder.

          (b)  This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors and permitted assigns. The successors
and permitted assigns hereunder shall include, without limitation, in the case
of Buyer, any permitted assignee as well as the successors in interest to such
permitted assignee (whether by merger, liquidation (including successive mergers
or liquidations) or otherwise).  Nothing in this Agreement, expressed or
implied, is intended or shall be construed to confer upon any Person other than
the parties and 

                                       38
<PAGE>
 
successors and assigns permitted by this Section 10.5 any right, remedy or claim
                                         ------------           
under or by reason of this Agreement.

          10.6.   ACCESS TO RECORDS AFTER CLOSING.  For a period of six years
                  -------------------------------                            
after the Closing Date, Seller and its representatives shall have reasonable
access to all of the books and records relating to the Stations transferred to
Buyer hereunder to the extent that such access may reasonably be required by
Seller in connection with matters relating to or affected by the operations of
the Stations prior to the Closing Date. Such access shall be afforded by Buyer
upon receipt of reasonable advance notice and during normal business hours.
Seller shall be solely responsible for any costs or expenses incurred by it
pursuant to this Section 10.6.  If Buyer shall desire to dispose of any of such
                 ------------                                                  
books and records prior to the expiration of such six-year period, Buyer shall,
prior to such disposition, give Seller a reasonable opportunity, at Seller's
expense, to segregate and remove such books and records as Seller may select.

          For a period of six years after the Closing Date, Buyer and its
representatives shall have reasonable access to all of the books and records
relating to the Stations which Seller or any of its Affiliates may retain after
the Closing Date.  Such access shall be afforded by Seller and its Affiliates
upon receipt of reasonable advance notice and during normal business hours.
Buyer shall be solely responsible for any costs and expenses incurred by it
pursuant to this Section 10.6.  If Seller or any of its Affiliates shall desire
                 ------------                                                  
to dispose of any of such books and records prior to the expiration of such six-
year period, Seller shall, prior to such disposition, give Buyer a reasonable
opportunity, at Buyer's expense, to segregate and remove such books and records
as Buyer may select.

          10.7.   ENTIRE AGREEMENT; AMENDMENTS.  This Agreement and the WQRS
                  ----------------------------                              
Agreement and the Exhibits and Schedules referred to herein and therein and the
documents delivered pursuant hereto and thereto contain the entire understanding
of the parties hereto and thereto with regard to the subject matter contained
herein or therein, and supersede all prior agreements, understandings or
intents between or among any of the parties hereto. This Agreement may not be
amended, modified and supplemented except by a written instruction signed by an
authorized representative of each of the parties hereto.

          10.8.   INTERPRETATION; DISCLOSURE SCHEDULES.  Article titles and
                  ------------------------------------                     
headings to sections herein are inserted for convenience of reference only and
are not intended to be a part of or to affect the meaning or interpretation of
this Agreement. The Schedules and Exhibits referred to herein shall be construed
with and as an integral part of this Agreement to the same extent as if they
were set forth verbatim herein. Disclosure of any fact or item in any Schedule
hereto referenced by a particular section in this Agreement shall be deemed to
have been disclosed 

                                       39
<PAGE>
 
with respect to every other section in this Agreement. The specification of any
dollar amount in the representations or warranties contained in this Agreement
or the inclusion of any specific item in any Schedules hereto is not intended to
imply that such amounts, or higher or lower amounts, or the items so included or
other items, are or are not material, and neither party shall use the fact of
the setting of such amounts or the inclusion of any such item in any dispute or
controversy between the parties as to whether any obligation, item or matter not
described herein or included in a Schedule is or is not material for purposes of
this Agreement.

          10.9.   WAIVERS.  Any term or provision of this Agreement may be
                  -------                                                 
waived, or the time for its performance may be extended, by the party or
parties entitled to the benefit thereof. The failure of any party hereto to
enforce at any time any provision of this Agreement shall not be construed to
be a waiver of such provision, nor in any way to affect the validity of this
Agreement or any part hereof or the right of any party thereafter to enforce
each and every such provision.  No waiver of any breach of this Agreement shall
be held to constitute a waiver of any other or subsequent breach.

          10.10.  EXPENSES.  Except as herein provided, each party hereto will
                  --------                                                    
pay all of its own costs and expenses incident to its negotiation and
preparation of this Agreement and to its performance and compliance with all
agreements and conditions contained herein on its part to be performed or
complied with, including the fees, expenses and disbursements of its counsel and
accountants.

          10.11.  PARTIAL INVALIDITY.   Wherever possible, each provision hereof
                  ------------------                                            
shall be interpreted in such manner as to be effective and valid under
applicable law, but in case any one or more of the provisions contained herein
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Agreement, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision or provisions had never been
contained herein unless the deletion of such provision or provisions would
result in such a material change as to cause completion of the transactions
contemplated hereby to be unreasonable.

          10.12.  EXECUTION IN COUNTERPARTS.  This Agreement may be executed in
                  -------------------------                                    
one or more counterparts, each of which shall be considered an original
instrument, but all of which shall be considered one and the same agreement, and
shall become binding when one or more counterparts have been signed by each of
the parties and delivered to each of Seller and Buyer.

                                       40
<PAGE>
 
          10.13.  DEFINITIONS.  As used in this Agreement, the following terms
                  -----------                                                 
have the meanings specified or referred to in this Section 10.13:
                                                   ------------- 

          "Affiliate" means, with respect to any Person, any other Person which
           ---------                                                           
directly or indirectly controls, is controlled by or is under common control
with such Person.

          "Allocation Schedule" has the meaning specified in Section 10.14.
           -------------------                               ------------- 

          "ARS" has the meaning specified in the first recital to this
           ---                                                        
Agreement.

          "ARS Agreement" has the meaning specified in the first recital to this
           -------------                                                        
Agreement.

          "ARS Transaction" has the meaning specified in Section 2.1.
           ---------------                               ----------- 

          "Assumed Liabilities" has the meaning specified in Section 1.4.
           -------------------                               ----------- 

          "Balance Sheet" has the meaning specified in Section 2.4.
           -------------                               ----------- 

          "Balance Sheet Date" has the meaning specified in Section 2.4.
           ------------------                               ----------- 

          "Buyer" has the meaning specified in the first paragraph of this
           -----                                                          
Agreement.

          "Buyer Ancillary Agreements" has the meaning specified in Section 3.2.
           --------------------------                               ----------- 

          "Closing" means the closing of the transfer of the Purchased Assets
           -------                                                           
from Seller to Buyer and the assumption of the Assumed Liabilities by Buyer.

          "Closing Date" has the meaning specified in Section 1.6(a).
           ------------                               -------------- 

          "Code" means the Internal Revenue Code of 1986, as amended.
           ----                                                      

          "Communications Act" means the Communications Act of 1934, as amended.
           ------------------                                                   

          "Encumbrance" means any lien, claim, charge, security interest,
           -----------                                                   
mortgage, pledge, easement, conditional sale or other title retention agreement,
defect in title, covenant or other restrictions of any kind.

                                       41
<PAGE>
 
          "Environmental Laws" means any law, statute, regulation or court order
           ------------------                                                   
binding upon Seller, consent decree binding upon Seller, or settlement agreement
to which Seller is a party, which imposes liability for or standards of conduct
concerning the manufacture, processing, generation, distribution, use,
treatment, storage, disposal, release, threat of release, cleanup, transport or
handling of Hazardous Materials, including the Comprehensive Environmental
Response Compensation and Liability Act, the Resources Conservation and Recovery
Act, any other "Superfund" or "Superlien" law, the Toxic Substances Control Act,
the Hazardous Materials Transportation Act, their implementing regulations or
any other similar federal, state or local statutes or regulations.

          "ERISA" has the meaning specified in Section 2.24.
           -----                               ------------ 

          "Event of Loss" has the meaning specified in Section 10.16.
           -------------                               ------------- 

          "Excluded Assets" has the meaning specified in Section 1.2.
           ---------------                               ----------- 

          "Excluded Liabilities" has the meaning specified in Section 1.5.
           --------------------                               ----------- 

          "Expenses" means any and all reasonable expenses incurred in
           --------                                                   
connection with investigating, defending or asserting any claim, action, suit or
proceeding incident to any matter indemnified against hereunder (including,
without limitation, court filing fees, court costs, arbitration fees or costs,
witness fees, and reasonable fees and disbursements of legal counsel,
investigators, expert witnesses, accountants and other professionals).

          "FCC" means the Federal Communications Commission.
           ---                                              

          "FCC Authorizations" means those Governmental Permits issued by the
           ------------------                                                
FCC for each of the Stations.

          "FCC Consent" means action by the FCC granting its consent to the
           -----------                                                     
assignment of the (a) FCC Authorizations as contemplated by this Agreement
pursuant to appropriate applications filed by the parties with the FCC and (b)
FCC authorizations as contemplated by the WQRS Agreement relating to WQRS-FM.

          "Final Order" means the FCC Consent, (a) which has not been reversed,
           -----------
stayed, enjoined, set aside, annuled or suspended, and (b) with respect to which
(i) no requests have been filed for administrative or judicial review,
reconsideration, appeal or stay and the time for filing any such requests, and
the time for the FCC to set aside the action on its own motion, has expired, or
(ii) in the event of review, reconsideration or appeal, the FCC's order has been
affirmed and become final by 

                                       42
<PAGE>
 
expiration of the time for further review, reconsideration or appeal.

          "Governmental Permits" has the meaning specified in Section 2.8.
           --------------------                               ----------- 

          "Hazardous Materials" means substances defined as "hazardous
           -------------------                                        
substances," "hazardous materials," "hazardous wastes" or "toxic substances" in
the Comprehensive Environmental Response Compensation and Liability Act, the
Resource Conservation and Recovery Act or any analogous federal, state or local
laws, and shall specifically include, without limitation, petroleum (including
crude oil or any fraction thereof).

          "Improvements Act" means the Hart-Scott-Rodino Antitrust Improvements
           ----------------                                                    
Act of 1976, as amended.

          "Knowledge of Seller" means the actual knowledge of Frank E. Wood,
           -------------------                                              
John R. Crabb and Arthur J. Schiller, after due inquiry of the appropriate
management level personnel of each Station.

          "Leased Real Property" has the meaning specified in Section 2.9.
           --------------------                               ----------- 

          "Losses" means any and all losses, costs, obligations, liabilities,
           ------                                                            
settlement payments, awards, judgments, fines, penalties, damages, expenses,
deficiencies or other charges.

          "Marlin" has the meaning specified in Section 2.6(b).
           ------                               -------------- 

          "Owned Real Property" has the meaning specified in Section 2.9.
           -------------------                               ----------- 
 
          "Owned Stations" has the meaning specified in the first recital to
           --------------                                                   
this Agreement.

          "Permitted Encumbrances" means (a) liens for taxes and other
           ----------------------                                     
governmental charges and assessments which are not yet due and payable, (b)
liens of landlords and liens of carriers, warehousemen, mechanics and
materialmen and other like liens arising in the ordinary course of business for
sums not yet due and payable and (c) other liens or imperfections on property
which are not material in amount or do not materially detract from the value of
or materially impair the existing use of the property affected by such lien or
imperfection.

          "Person" means any person, employee, individual, corporation, limited
           ------                                                              
liability company, partnership, trust, or any other non-governmental entity or
any governmental or regulatory authority or body.

                                       43
<PAGE>
 
          "Purchased Assets" has the meaning specified in Section 1.1.
           ----------------                               ----------- 

          "Purchased Station" has the meaning specified in the first recital to
           -----------------                                                   
this Agreement.

          "Purchased Station Balance Sheet" has the meaning specified in Section
           -------------------------------                               -------
2.4(b).
- ------ 

          "Purchase Price" has the meaning specified in Section 1.3.
           --------------                               ----------- 

          "Release" means any release, spill, emission, leaking, pumping,
           -------                                                       
injection, deposit, disposal discharge, dispersal, leaching or migration into
the indoor or outdoor environment or into or out of any property, including the
movement of Contaminants through or in the air, soil, surface water,
groundwater or property.

          "Requirements of Law" means any federal, state or local law, rule or
           -------------------                                                
regulation, Governmental Permit or other binding determination of any
governmental or regulatory authority or body.

          "Seller" has the meaning specified in the first paragraph of this
           ------                                                          
Agreement.

          "Seller Ancillary Agreements" has the meaning specified in Section
           ---------------------------                               -------
2.3.

          "Seller Agreements" has the meaning specified in Section 2.17.
           -----------------                               ------------ 

          "Stations" has the meaning specified in first recital to this
           --------                                                    
Agreement.

          "Stations Time Brokerage Agreements" has the meaning specified in
           ----------------------------------                              
Section 5.2.
- ----------- 

          "Tax" means any federal, state, local or foreign net income,
           ---                                                        
alternative or add-on minimum, gross income, gross receipts, property, sales,
use, transfer, gains, license, excise, employment, payroll, withholding or
minimum tax, or any other tax custom, duty, governmental fee or other like
assessment or charge of any kind whatsoever, together with any interest or any
penalty, addition to tax or additional amount imposed on Seller by any federal,
state, local, foreign or other governmental authority or regulatory body.

          "Tax Return" means any return, report or similar statement of Seller
           ----------                                                         
required to be filed with respect to any Taxes (including any attached
schedules), including, without 

                                       44
<PAGE>
 
limitation, any information return, claim for refund, amended return and
declaration of estimated Tax.

          "WQRS Agreement" has the meaning specified in the third recital to
           --------------                                                   
this Agreement.

          "WQRS-FM" has the meaning specified in the second recital to this
           -------                                                         
Agreement.

          10.14.  ALLOCATION OF PURCHASE PRICE. Within 30 days following the
                  ----------------------------                              
Closing, Buyer and Seller shall use their respective best efforts to negotiate
and draft a schedule (the "Allocation Schedule") allocating the Purchase Price
                           -------------------                                
(including, for purposes of this Section 10.14, any other consideration paid to
                                 -------------                                 
Seller, including the Assumed Liabilities) among the Stations and the Purchased
Assets.  The Allocation Schedule shall be reasonable and shall be prepared in
accordance with Section 1060 of the Code and the regulations thereunder.  Buyer
and Seller each agrees that promptly upon receiving said Allocation Schedule it
shall return an executed copy thereof to the other party. Buyer and Seller each
agrees to file Internal Revenue Service Form 8594, and all federal, state, local
and foreign Tax Returns, in accordance with the Allocation Schedule.  Buyer and
Seller each agrees to provide the other promptly with any other information
required to complete Form 8594.  Notwithstanding the foregoing, if Buyer and
Seller are unable to agree on an Allocation Schedule each party shall be
entitled to take its own position on Form 8594 and such Tax Returns as to the
allocation of the Purchase Price.

          10.15.  SPECIFIC PERFORMANCE; OTHER RIGHTS AND REMEDIES.  Subject to
                  -----------------------------------------------             
Section 8.6, each party agrees that each party shall, in addition to such other
- -----------                                                                    
remedies as may be available to it at law, be entitled to injunctive relief and
to enforce its rights by an action for specific performance to the extent
permitted by applicable Requirements of Law.  Each party hereby waives any
requirement for security or the posting of any bond or other surety in
connection with any temporary or permanent award of injunctive, mandatory or
other equitable relief.

          10.16.  RISK OF LOSS.  The risk of loss or damage to any of the
                  ------------                                           
Purchased Assets shall be on Seller prior to the Closing Date and thereafter
shall be on Buyer.  If any of the Purchased Assets is damaged or destroyed prior
to the Closing Date (any such event being referred to as an "Event of Loss"),
                                                             -------------   
Seller, at its expense, shall use reasonable efforts to replace or repair the
item with comparable property of like value and quality as soon as practicable
before the Closing Date. If any Event of Loss shall materially affect the
operations of the Stations and repair or replacement cannot be accomplished by
the scheduled Closing Date but can be accomplished within 60 days after that
date, the Closing Date shall be postponed for such 60-

                                       45
<PAGE>
 
day period; if, however, the repair or replacement cannot be accomplished within
such 60-day period, Buyer may elect by written notice to Seller within 20 days
after Buyer has received notice that any Event of Loss has occurred:

          (a)  To postpone the Closing until a date within 15 business days
after Seller gives written notice to Buyer that the Purchased Assets which are
the subject of the Event of Loss have been substantially restored to their
condition immediately prior to the Event of Loss, which date shall not be more
than 60 days beyond the date specified in Section 9.1(a)(ii);
                                          ------------------ 

          (b)  To consummate the Closing on the scheduled Closing Date and
accept all of the Purchased Assets as is, in which event Seller shall assign to
Buyer at the Closing all of its rights under any insurance policies and to all
insurance proceeds covering that Event of Loss, including property damage, loss
of income and continuing expenses (less amounts due to the Seller for repairs or
replacements of the property prior to the Closing); or

          (c)  To terminate this Agreement without liability on the part of
Seller or Buyer.

          If the Closing Date is postponed beyond the time specified in Section
                                                                        -------
9.1(a)(ii), the parties shall amend their application to the FCC to request an
- ----------                                                                    
extension of the date of Closing.

          10.17.  ASSIGNMENT OF RIGHTS UNDER ARS AGREEMENT. Seller shall use its
                  ----------------------------------------                      
reasonable best efforts to obtain the written consent of ARS to the assignment
to Buyer, on or immediately after the Closing Date, of its rights arising under
Article 8 of the ARS Agreement with respect to the Purchased Station and, after
such assignment has been consummated, shall take all actions reasonably
requested by Buyer to enforce any of such rights with respect to the Purchased
Station for the benefit of Buyer (it being the intent of the parties that
pursuant to this provision Seller shall transfer to Buyer to the maximum extent
possible the benefits of all representations and warranties and covenants of ARS
contained in the ARS Agreement). If Seller is unable to obtain the consent of
ARS to the assignment of the rights arising under Article 8 of the ARS
Agreement, Seller shall, upon the request of Buyer, proceed diligently to
exercise Seller's right to indemnification under the ARS Agreement with respect
to the Purchased Station and Buyer shall be entitled to receive from Seller any
amount actually received by Seller with respect to such rights, less reasonable
out of pocket fees and expenses incurred by Seller in exercising such rights.
Notwithstanding the foregoing, Seller shall retain such rights against ARS under
the ARS Agreement (to the extent such rights exist under the ARS Agreement) as
shall be necessary to recover from ARS with respect to any liability for which

                                       46
<PAGE>
 
Seller makes payment to Buyer pursuant to Seller's indemnification obligation
under this Agreement.

                                       47
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above writ ten.


                                  SECRET COMMUNICATIONS LIMITED
                                    PARTNERSHIP
                          
                          
                                  By:  Broadcast Alchemy, L.P.,
                                       a General Partner
                          
                          
                                  By:  Lane Broadcasting, Inc.
                                  Its: General Partner
                          
                          
                          
                                  By:  ___________________________________
                                  Its:  __________________________________
                          
                          
                                  EVERGREEN MEDIA CORPORATION
                                    OF LOS ANGELES
                          
                          
                          
                                  By:  ___________________________________
                                  Its:  __________________________________

                                       48
