
<PAGE>
 
                                                                    EXHIBIT 1.1
                                                                    -----------

                               8,000,000 Shares

                          EVERGREEN MEDIA CORPORATION

                             Class A Common Stock
                          ($0.01 par value per share)


                            UNDERWRITING AGREEMENT



                                 ____ __, 1996



ALEX. BROWN & SONS INCORPORATED
CS FIRST BOSTON CORPORATION
DONALDSON, LUFKIN & JENRETTE
 SECURITIES CORPORATION
MORGAN STANLEY & CO. INCORPORATED
SMITH BARNEY INC.
UBS SECURITIES LLC
 As Representatives of the
   several underwriters
   named in Schedule I hereto
c/o Alex. Brown & Sons Incorporated
     135 East Baltimore Street
    Baltimore, Maryland 21202


Ladies and Gentlemen:

          Evergreen Media Corporation, a Delaware corporation (the "Company")
proposes to issue and sell to the several underwriters named in Schedule I
hereto (the "Underwriters") an aggregate of 8,000,000 shares (the "Firm Shares")
of its Class A Common Stock ($0.01 par value per share) (the "Class A Common
Stock").

          The Company also propose to issue and sell to the several Underwriters
up to 1,200,000 additional shares of the Class A Common Stock (the "Additional
Shares"), if requested by the Underwriters as provided in Section 2 hereof.  The
Firm Shares and the Additional Shares are herein collectively referred to as the
"Shares".   The shares of common stock (of all classes) of the Company to be
outstanding after giving effect to the sales contemplated hereby are hereinafter
referred to as the "Common Stock".

          1.  Registration Statement and Prospectus.  The Company has prepared
              -------------------------------------                           
and filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively called the
"Act"), a registration statement on Form S-3, including a prospectus, relating
to the Shares, which may be amended.  The registration statement as amended at
the time when it becomes effective, including information (if any) deemed to be
part of the registration statement at the time of effectiveness pursuant to Rule
430A under the Act, is hereinafter referred to as the Registration
<PAGE>
 
Statement; and the prospectus in the form first used to confirm sales of Shares
is hereinafter referred as the Prospectus (including, in the case of all
references to the Registration Statement and the Prospectus, documents
incorporated therein by reference).  If the Company has filed an abbreviated
registration statement to register additional shares of Class A Common Stock
pursuant to Rule 462(b) under the Act (the "Rule 462 Registration Statement"),
then any reference herein to the term "Registration Statement" shall be deemed
to include such Rule 462 Registration Statement.  The terms "supplement" and
"amendment" or "amend" as used in this Agreement shall include all documents
subsequently filed by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are deemed to be
incorporated by reference in the Prospectus.

          2.   Agreements to Sell and Purchase.  On the basis of the
               -------------------------------                      
representations and warranties contained in this Agreement, and subject to its
terms and conditions, the Company agrees to issue and sell the Firm Shares to
the several Underwriters and (ii) each Underwriter, agrees, severally and not
jointly, to purchase the number of Firm Shares set forth opposite the name of
such Underwriter in Schedule I hereto.

          The purchase price to be paid to the Company for the Firm Shares shall
be $_____ per share (the "Share Price").

          On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company  agrees to issue
and sell to the Underwriters the Additional Shares, if any, and the Underwriters
shall have a one-time right to purchase, severally and not jointly, up to
1,200,000 Additional Shares from the Company at the Share Price.  Additional
Shares may be purchased solely for the purpose of covering over-allotments made
in connection with the offering of the Firm Shares.  The Underwriters may
exercise their right to purchase Additional Shares in whole or in part by giving
written notice thereof to the Company at any time within 30 days after the date
of the Prospectus.  You shall give such notice on behalf of the Underwriters and
the notice shall specify the aggregate number of Additional Shares to be
purchased and the date for payment and delivery thereof.  The date specified in
the notice shall be a business day (i) no earlier than the Closing Date (as
hereinafter defined) and (ii) no later than ten business days after such notice
has been given.  Each Underwriter, severally and not jointly, agrees to purchase
the number of Additional Shares (subject to such adjustments to eliminate
fractional shares as you may determine) which bears the same proportion to the
total number of Additional Shares to be purchased as the number of Firm Shares
set forth opposite the name of such Underwriter in Schedule I bears to the total
number of Firm Shares.

          The Company hereby agrees not to offer, sell, contract to sell, grant
any option to purchase, or otherwise dispose of any Common Stock of the Company
or any securities convertible into or exercisable or exchangeable for such
Common Stock, except to the Underwriters pursuant to this Agreement, and not to
file any registration statement with respect to any such securities (other than
on Form S-8), in each case for a period of 90 days after the date of the
Prospectus, without the prior written consent of Alex. Brown & Sons
Incorporated. Notwithstanding the foregoing, during such period (i) the Company
may grant stock options pursuant to the Company's existing stock option plans
and (ii) the Company may issue shares of its Common Stock upon the

                                       2
<PAGE>
 
exercise of any option or warrant or the conversion of any security outstanding
on the date hereof.

          3.  Terms of Public Offering.  The Company is advised by you that the
              ------------------------                                         
Underwriters propose (i) to make a public offering of their respective portions
of the Shares as soon after the effective date of the Registration Statement and
this Agreement as in your judgment is advisable and (ii) initially to offer the
Shares upon the terms set forth in the Prospectus.

          4.  Delivery and Payment.  Delivery to the Underwriters of the Firm
              --------------------                                           
Shares shall take place at the offices of Davis Polk & Wardwell, 450 Lexington
Avenue, New York, New York.  Payment for the Firm Shares shall be made by wire
transfer at 10:00 A.M., New York City time, on ________ __, 1996 (the "Closing
Date") of same day funds to such bank account as the Company shall designate.
The Closing Date and the location of delivery of and the form of payment for the
Firm Shares may be varied by agreement between you and the Company.

          Delivery to the Underwriters of the Additional Shares to be purchased
by the Underwriters shall take place at the offices of Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York.  Payment for the Additional Shares
shall be made by wire transfer at 10:00 A.M., New York City time, on the date
specified in the exercise notice given by you pursuant to Section 2 (the "Option
Closing Date") of same day funds to such bank account as the Company may
designate.  The Option Closing Date and the location of delivery of and the form
of payment for the Additional Shares may be varied by agreement between you and
the Company.

          Certificates representing the Shares shall be registered in such names
and issued in such denominations as you shall request in writing not later than
two full business days prior to the Closing Date or the Option Closing Date, as
the case may be.  Such certificates shall be made available to you for
inspection not later than 9:30 A.M., New York City time, on the business day
next preceding the Closing Date or the Option Closing Date, as the case may be.
Certificates in definitive form evidencing the Shares shall be delivered to you
on the Closing Date or the Option Closing Date, as the case may be, with any
transfer taxes thereon duly paid by the Company for the respective accounts of
the several Underwriters, against payment of the Share Price.

          5.  Agreements of the Company.  The Company agrees with you:
              -------------------------                               

          (a)  To file, if necessary, an amendment to the Registration Statement
     (including, if necessary pursuant to Rule 430A under the Act, a post-
     effective amendment to the Registration Statement), as soon as practicable
     after the execution and delivery of this Agreement, and to use its best
     efforts to cause the Registration Statement (or such post-effective
     amendment) to become effective at the earliest possible time. The Company
     will comply fully and in a timely manner with the applicable provisions of
     Rule 424 and Rule 430A under the Act.

          (b)  To advise you promptly and, if requested by you, to confirm such
     advice in writing, (i) when the Registration Statement has become effective
     and when any post-effective amendment to it becomes effective, (ii) of any
     request by the

                                       3
<PAGE>
 
Commission for amendments to the Registration Statement or amendments or
supplements to the Prospectus or for additional information, (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of the suspension of qualification of the Shares for
offering or sale in any jurisdiction, or the initiation of any proceeding for
such purposes, and (iv) of the happening of any event during the period referred
to in paragraph (e) below which makes any statement of a material fact made in
the Registration Statement or the Prospectus untrue or which requires the making
of any additions to or changes in the Registration Statement or the Prospectus
in order to make the statements therein not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from
qualification of the Shares under state securities or Blue Sky laws, the Company
will make every reasonable effort to obtain the withdrawal or lifting of such
order at the earliest possible time.

          (c)  To furnish to you, without charge, six signed copies of the
Registration Statement as first filed with the Commission and of each amendment
to it, including in each case all exhibits thereto and (as requested by you)
documents incorporated by reference therein, and to furnish to you and each
Underwriter designated by you such number of conformed copies of the
Registration Statement as so filed and of each amendment to it, without exhibits
thereto but including documents incorporated by reference therein, as you may
reasonably request and to furnish to you in New York City, without charge, prior
to 10:00 A.M. on the business day next succeeding the date of this Agreement and
during the period mentioned in paragraph (e) below, as many copies of the
Prospectus and any supplements and amendments thereto or to the Registration
Statement as you may reasonably request.

          (d)  Not to file any amendment or supplement to the Registration
Statement, whether before or after the time when it becomes effective, or to
make any amendment or supplement to the Prospectus of which you shall not
previously have been advised or to which you shall reasonably object; and to
prepare and file with the Commission, promptly upon your reasonable request, any
amendment to the Registration Statement or supplement to the Prospectus which
may be necessary or advisable in connection of the distribution of the Shares by
you, and to use its best efforts to cause the same to become promptly effective.

          (e)  Promptly after the Registration Statement becomes effective, and
from time to time thereafter for such period as in the opinion of counsel for
the Underwriters a prospectus is required by law to be delivered in connection
with sales by an Underwriter or a dealer, to furnish to each Underwriter and
dealer as many copies of the Prospectus, any documents incorporated by reference
therein, and any amendment or supplement to the Prospectus) as such Underwriter
or dealer may reasonably request.

          (f)  If during the period specified in paragraph (e) any event shall
occur as a result of which, in the opinion of counsel for the Underwriters, it
becomes necessary to amend or supplement

                                       4
<PAGE>
 
the Prospectus in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not misleading,
or if it is necessary to amend or supplement the Prospectus to comply with any
law, forthwith to prepare and file with the Commission an appropriate amendment
or supplement to the Prospectus so that the statements in the Prospectus, as so
amended or supplemented, will not in the light of the circumstances when it is
so delivered, be misleading, or so that the Prospectus will comply with law, and
to furnish to each Underwriter and to such dealers as you shall specify, such
number of copies thereof as such Underwriter or dealers may reasonably request.

          (g)  Prior to any public offering of the Shares, to cooperate with you
and counsel for the Underwriters in connection with the registration or
qualification of the Shares for offer and sale by the several Underwriters and
by dealers under the state securities or Blue Sky laws of such jurisdictions as
you may request, to continue such qualification in effect so long as required
for distribution of the Shares and to file such consents to service of process
or other documents as may be necessary in order to effect such registration or
qualification  (provided however, that the Company shall not be obligated to
                -------- -------                                            
register or qualify as a foreign corporation in any jurisdiction in which it is
not so qualified or to take any action that would subject it to consent to
service of process or to taxation in any jurisdiction in which it is not now so
subject, other than as to matters and transactions relating to the offer and
sale of Shares).

          (h)  To mail and make generally available to its securityholders as
soon as reasonably practicable an earnings statement covering a period of at
least twelve months after the effective date of the Registration Statement (but
in no event commencing later than 90 days after such date) which shall satisfy
the provisions of Section 11(a) of the Act, and to advise you in writing when
such statement has been so made available.

          (i)  During the period of five years after the date of this Agreement
and for so long as the Company's Class A Common Stock is traded on a National
Securities Exchange or NASDAQ (whether or not designated a national market
system security) or any other comparable inter-dealer system, to comply with the
reporting requirements of the Exchange Act.

          (j)  During the period referred to in paragraph (i), to furnish to you
as soon as available a copy of each report or other publicly available
information of the Company mailed to the holders of Class A Common Stock or
filed with the Commission and such other publicly available information
concerning the Company and its subsidiaries as you may reasonably request.

          (k)  To pay all costs, expenses, fees and taxes incident to (i) the
preparation, printing, filing and distribution under the Act of the Registration
Statement (including financial statements and exhibits), each preliminary
prospectus and all amendments and supplements to any of them prior to or during
the period specified in paragraph (e), (ii) the printing and delivery of the
Prospectus and any amendments or supplements thereto during the period

                                       5
<PAGE>
 
          specified in paragraph (e), (iii) the printing and delivery of the
          Preliminary and Supplemental Blue Sky Memoranda (including in each
          case any disbursements of counsel for the Underwriters relating to
          such printing and delivery), (iv) the registration or qualification of
          the Shares for offer and sale under the securities or Blue Sky laws of
          the several states (including in each case the reasonable fees and
          disbursements of counsel for the Underwriters relating to such
          registration or qualification and memoranda relating thereto), (v)
          filings and clearance with the National Association of Securities
          Dealers, Inc. in connection with the offering, (vi) the listing of the
          Shares on the National Association of Securities Dealers Automated
          Quotation system ("NASDAQ") National Market System and (vii)
          furnishing such copies of the Registration Statement, the Prospectus
          and all amendments and supplements thereto as may be requested for use
          in connection with the offering or sale of the Shares by the
          Underwriters or by dealers to whom Shares may be sold. It is
          understood that nothing in this paragraph (k) obligates the Company to
          pay fees and disbursements of counsel for the Underwriters except as
          set forth in subparagraphs (iii) and (iv).

               (l)  To use its best efforts to do and perform all things
          required or necessary to be done and performed under this Agreement by
          the Company prior to the Closing Date or the Option Closing Date, as
          the case may be, and to satisfy all conditions precedent to the
          delivery of the Shares.

               6.  Representations and Warranties of the Company.  The Company
                   ---------------------------------------------              
represents and warrants to each Underwriter that:

               (a)  (i) Each document, if any, filed or to be filed pursuant to
          the Exchange Act, and incorporated by reference in the Prospectus
          complied or will comply when so filed in all material respects with
          the Exchange Act and the applicable rules and regulations of the
          Commission thereunder; (ii) the Registration Statement and any
          amendments thereto will comply in all material respects with the
          provisions of the Act and will not contain any untrue statement of a
          material fact or omit to state any material fact required to be stated
          therein or necessary to make the statements therein not misleading;
          and (iii) the Prospectus and any supplements thereto will comply in
          all material respects with the provisions of the Act and will not
          contain any untrue statement of a material fact or omit to state any
          material fact necessary in order to make the statements therein, in
          the light of the circumstances under which they were made, not
          misleading, except that the representations and warranties contained
          in this paragraph (a) shall not apply to statements or omissions in
          the Registration Statement or the Prospectus (or any supplement or
          amendment to them) based upon information relating to any Underwriter
          furnished to the Company in writing by or on behalf of such
          Underwriter through you expressly for use therein.

               (b)  Each preliminary prospectus filed as part of the
          registration statement as originally filed or as part of any amendment
          thereto, or filed pursuant to Rule 424 under the Act, complied when so
          filed in all material respects with the Act.

                                       6
<PAGE>
 
          (c)  Each of the Company and its subsidiaries has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and has the corporate power and
authority to carry on its business as it is currently being conducted and to
own, lease and operate its properties, and each is duly qualified and is in good
standing as a foreign corporation authorized to do business in each jurisdiction
in which the nature of its business or its ownership or leasing of property
requires such qualification, except where the failure to be so qualified would
not have a material adverse effect on the Company and its subsidiaries, taken as
a whole.

          (d)  All of the outstanding shares of capital stock of, or other
ownership interests in, each of the Company's subsidiaries have been duly
authorized and validly issued and are fully paid and non-assessable, and are
owned, directly or indirectly, by the Company, free and clear of any security
interest, claim, lien, encumbrance or adverse interest of any nature, [other
than the stock pledge securing certain obligations of the Company and Evergreen
Media Corporation of Los Angeles ("Evergreen LA"), under the Senior Credit
Facility and the Senior Note Agreement (as such terms are defined in the
Prospectus)].

          (e)  All the shares of capital stock of the Company outstanding prior
to the issuance of the Shares have been duly authorized and validly issued and
are fully paid, non-assessable and not subject to any preemptive or similar
rights; and the Shares have been duly authorized and, when issued and delivered
to the Underwriters against payment therefor as provided by this Agreement, will
be validly issued, fully paid and non-assessable, and the issuance of such
Shares will not be subject to any preemptive or similar rights.

          (f)   The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.

          (g)   This Agreement has been duly authorized, executed and delivered
by the Company and is a valid and binding agreement of the Company enforceable
in accordance with its terms (except as rights to indemnity and contribution
hereunder may be limited by applicable law).

          (h)   Neither the Company nor any of its subsidiaries is in violation
of its respective charter or by-laws (or other organizational documents) or in
default in the performance of any obligation, agreement or condition contained
in any bond, debenture, note or any other evidence of indebtedness or in any
other agreement or instrument material to the conduct of the business of the
Company and its subsidiaries, taken as a whole, to which the Company or any of
its subsidiaries is a party or by which it or any of its subsidiaries or their
respective property is bound.

          (i)  The execution, delivery and performance of this Agreement,
compliance by the Company with all the provisions hereof and the consummation of
the transactions contemplated hereby will not (A) require any consent, approval,
authorization

                                       7
<PAGE>
 
or other order of any court, regulatory body, administrative agency or other
governmental body, including the Federal Communications Commission (the "FCC")
(except as such may be required under the Act or other securities or Blue Sky
laws of the various states); (B) conflict with or constitute a breach of any of
the terms or provisions of, or a default under, the charter or by-laws (or other
organizational documents) of the Company or any of its subsidiaries; (C) require
any consent or approval (which has not been obtained) of the parties to, or
conflict with or constitute a breach of any of the terms or provisions of, or a
default under, any agreement or other instrument to which it or any of its
subsidiaries is a party or by which it or any of its subsidiaries or their
respective property is bound; (D) violate or conflict with any laws or
administrative regulations, including without limitation the Communications Act
of 1934, as amended, and the rules and regulations of the FCC thereunder
(collectively called the "Communications Act"), rulings or court decrees
applicable to the Company, any of its subsidiaries or their respective property;
(E) result in termination or revocation of any of the permits, licenses,
approvals, orders, certificates, franchise or authorization of governmental or
regulatory authorities, including those relating to the Communications Act,
owned or held by the Company or any of its subsidiaries in order to conduct the
broadcast operations of the stations owned or operated by them ("Licenses") or
result in any other material impairment of the rights of the holder of any such
License; or (F) result in the creation or imposition of any lien on any asset of
the Company or any of its subsidiaries.

          (j)  Except as otherwise set forth in the Prospectus, there are no
material legal or governmental proceedings pending to which the Company or any
of its subsidiaries is a party or of which any of their respective property
(including without limitation Licenses) is the subject, and, to the best of the
Company's knowledge, no such proceedings are threatened or contemplated.

          (k)  No contract or document of a character required to be described
in the Registration Statement or the Prospectus or to be filed as an exhibit to
the Registration Statement is not so described or filed as required.

          (l)  Each of the Company and its subsidiaries is operating in
compliance with all (and has not violated any) laws, regulations, administrative
orders or rulings or court decrees applicable to it or to any of its
property(including without limitation those relating to broadcast operations,
environmental, safety or similar matters, federal or state laws relating to the
hiring, promotion or pay of employees, the Employees Retirement Income Security
Act or the rules and regulations promulgated thereunder), except for violations
which will not result in any material adverse change in the business, prospects,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole.

          (m)  Each of the Company and its subsidiaries has such Licenses as are
necessary to own, lease and operate its respective properties and to conduct its
business; each of the Company and its subsidiaries has fulfilled and performed
all of its material

                                       8
<PAGE>
 
obligations with respect to such Licenses and no event has occurred which
allows, or after notice or lapse of time would allow, revocation or termination
thereof or results in any other material impairment of the rights of the holder
of any such permit.

          (n)  Except as otherwise set forth in the Prospectus or such as are
not material to the business, prospects, financial condition or results of
operation of the Company and its subsidiaries, taken as a whole, the Company and
each of its subsidiaries has good and marketable title, free and clear of all
liens, claims, encumbrances and restrictions except liens for taxes not yet due
and payable, to, and enjoys peaceful and undisturbed possession of, all property
and assets described in the Registration Statement as being owned by it.

          (o)  KPMG Peat Marwick LLP are independent public accountants with
respect to the Company as required by the Act.

          (p)  The financial statements, together with related schedules and
notes included or incorporated by reference in the Registration Statement and
the Prospectus (and any amendment or supplement thereto) (other than the BPI
Financials, the Pyramid Financials, the WEDR Financials, the Century Financials,
the Secret Financials and the Crescent Financials, each as defined below),
present fairly the consolidated financial position, results of operations and
changes in cash flows of the Company and/or its subsidiaries on the basis stated
in the Registration Statement at the respective dates or for the respective
periods to which they apply; such statements and related schedules and notes
have been prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as disclosed
therein; the pro forma financial information included or incorporated by
             --- -----                                                  
reference in the Registration Statement and the Prospectus (and any amendment or
supplement thereto) has been prepared in accordance with the Commission's rules
and guidelines with respect to pro forma financial statements and the
                               --- -----                             
assumptions used in the preparation thereof are, in the Company's opinion,
reasonable; and the other financial and statistical information and data
included or incorporated by reference in the Registration Statement and the
Prospectus (and any amendment or supplement thereto) is, in all material
respects, accurately presented and prepared on a basis consistent with such
financial statements and the books and records of the Company.

          (q)  After due inquiry, the Company has no reason to believe that (A)
the financial statements and related schedules and notes of Broadcasting
Partners, Inc. (the "BPI Financials") included in the Company's Current Report
on Form 8-K, dated September __, 1996 and incorporated by reference in the
Registration Statement and the Prospectus do not fairly present, as applicable,
the consolidated financial position, results of operations and changes in cash
flows of Broadcasting Partners, Inc. ("BPI") and/or its subsidiaries on the
basis stated in the Registration Statement at the respective dates or for the
respective periods to which they apply or (B) the BPI Financials have not been
prepared in

                                       9
<PAGE>
 
accordance with generally accepted accounting principles consistently applied,
except as disclosed therein.

          (r)  After due inquiry the Company has no reason to believe that (A)
the financial statements and related schedules and notes of Pyramid
Communications, Inc. and Kiss Limited Partnership (collectively, the "Pyramid
Financials") included in the Company's Current Report on Form 8-K, dated
September __, 1996 and incorporated by reference in the Registration Statement
and the Prospectus do not fairly present, as applicable, the consolidated
financial position, results of operations and changes in cash flows of Pyramid
Communications, Inc. ("Pyramid") and/or its subsidiaries and Kiss Limited
Partnership ("Kiss") and/or its subsidiaries on the basis stated in the
Registration Statement at the respective dates or for the respective periods to
which they apply or (B) the Pyramid Financials have not been prepared in
accordance with generally accepted accounting principals consistently applied,
except as disclosed therein.

          (s)  After due inquiry the Company has no reason to believe that (A)
the financial statements and related schedules and notes of WEDR, Inc. (the
"WEDR Financials") included in the Company's Current Report on Form 8-K, dated
September __, 1996 and incorporated by reference in the Registration Statement
and the Prospectus do not fairly present, as applicable, the consolidated
financial position, results of operations and changes in cash flows of WEDR,
Inc. [and/or its subsidiaries] on the basis stated in the Registration Statement
at the respective dates or for the respective periods to which they apply or (B)
the WEDR Financials have not been prepared in accordance with generally accepted
accounting principals consistently applied, except as disclosed therein.

          (t)  After due inquiry the Company has no reason to believe that (A)
the financial statements and related schedules and notes of Century Chicago
Broadcasting, L.P. (the "Century Financials") included in the Company's Current
Report on Form 8-K, dated September __, 1996 and incorporated by reference in
the Registration Statement and the Prospectus do not fairly present, as
applicable, the consolidated financial position, results of operations and
changes in cash flows of Century Chicago Broadcasting, L.P. ("Century") and/or
its subsidiaries on the basis stated in the Registration Statement at the
respective dates or for the respective periods to which they apply or (B) the
Century Financials have not been prepared in accordance with generally accepted
accounting principals consistently applied, except as disclosed therein.

          (u)  After due inquiry the Company has no reason to believe that (A)
the financial statements and related schedules and notes of [Secret
Communications L.P.] (the "Secret Financials") included in the Company's Current
Report on Form 8-K, dated September __, 1996 and incorporated by reference in
the Registration Statement and the Prospectus do not fairly present, as
applicable, the consolidated financial position, results of operations and
changes in cash flows of [Secret Communications L.P.] ("Secret") and/or its
subsidiaries on the basis stated in the Registration Statement at the respective
dates or for the respective periods to which

                                       10
<PAGE>
 
they apply or (B) the Secret Financials have not been prepared in accordance
with generally accepted accounting principals consistently applied, except as
disclosed therein.

          (v)  After due inquiry the Company has no reason to believe that (A)
the financial statements and related schedules and notes of [Crescent
Communications, Inc.] (the "Crescent Financials") included in the Company's
Current Report on Form 8-K, dated September __, 1996 and incorporated by
reference in the Registration Statement and the Prospectus do not fairly
present, as applicable, the consolidated financial position, results of
operations and changes in cash flows of [Crescent Communications, Inc.]
("Crescent") and/or its subsidiaries on the basis stated in the Registration
Statement at the respective dates or for the respective periods to which they
apply or (B) the Crescent Financials have not been prepared in accordance with
generally accepted accounting principals consistently applied, except as
disclosed therein.

          (w)  The agreements relating to each of the pending transactions
described in the Registration Statement under the caption "Prospectus Summary -
Recent Development - Pending Transactions" (the "Pending Transactions
Agreements") have been duly authorized, executed and delivered by the Company
[and/or one or more of its subsidiaries] and constitute the valid and binding
agreements of the Company [and/or such subsidiaries], as the case may be,
(except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws relating to or affecting creditors'
rights generally or by general equity principles) and, except as described in
the Registration Statement and the Prospectus, the Company has no reason to
believe based on information known to it as of the date of this Agreement that
the transactions contemplated by the Pending Transactions Agreements will not be
consummated on the basis described therein.

          (x)  The Company is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

          (y)  No holder of any security of the Company has any right, not
effectively satisfied or waived, to require inclusion of shares of Common Stock
or any other security of the Company in the Registration Statement.

          (z)  The Company has complied with all provisions of Section 517.075,
Florida Statutes (Chapter 92-198, Laws of Florida) relating to the disclosure of
business with Cuba.

           7.  Indemnification.  (a)  The Company agrees to indemnify and hold
               ---------------                                                
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, damages, liabilities and judgments
caused by any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by any omission or alleged

                                       11
<PAGE>
 
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or judgments are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriters furnished in writing to the Company by
or on behalf of any Underwriter through you expressly for use therein; provided,
                                                                       -------- 
however, that the foregoing indemnity agreement with respect to any preliminary
- -------                                                                        
prospectus shall not inure to the benefit of any Underwriter from whom the
person asserting any such losses, claims, damages or liabilities purchased
Shares, or any person controlling such Underwriter, if a copy of the Prospectus
(as then amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) was not sent or given by or on behalf of such
Underwriter if required by law to have been so sent or given to such person at
or prior to the written confirmation of the sale of the Shares to such person,
and if the Prospectus (as so amended or supplemented) would have cured the
defect giving rise to such loss, claim, damage or liability.

          (b)  In case any action shall be instituted involving any person in
respect of which indemnity may be sought pursuant to Section (a), based upon any
preliminary prospectus, the Registration Statement or the Prospectus or any
amendment or supplement thereto such person (the "indemnified party") shall
promptly notify the person against whom such indemnity may be sought (the
"indemnifying party") in writing and the indemnifying party shall assume the
defense thereof, including the employment of counsel reasonably satisfactory to
such indemnified party and payment of all fees and expenses. Any indemnified
party shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the employment of
such counsel shall have been specifically authorized in writing by the
indemnifying party, (ii) the indemnifying party shall have failed to assume the
defense and employ counsel or (iii) the named parties to any such action
(including any impleaded parties) include both the indemnifying party and the
indemnified party and such indemnified party shall have been advised by such
counsel that there may be one or more legal defenses available to it which are
different from or additional to those available to the indemnifying party (in
which case the indemnifying party shall not have the right to assume the defense
of such action on behalf of such indemnified party, it being understood,
however, that the indemnifying party shall not, in connection with any one such
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for (a) the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) for all such Underwriters and all persons, if
any, who control any Underwriters within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, which firm shall be designated in writing by
Alex. Brown & Sons Incorporated and (b) the fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) for the Company,
its directors, its officers who sign the Registration Statement and each person,
if any, who controls the Company within the meaning of either such Section,
which firm shall be designated in writing by the Company, and that all such fees
and expenses shall be reimbursed as they are incurred). The indemnifying party
shall not be liable for any settlement of any such action effected without its
written consent but if settled with the written consent of

                                       12
<PAGE>
 
such indemnifying party, such indemnifying party agrees to indemnify and hold
harmless the indemnified party from and against any loss or liability by reason
of such settlement.  No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such proceeding.

          (c)  Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement and any person controlling the Company within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent
as the foregoing indemnity from the Company to each Underwriter but only with
reference to information relating to such Underwriter furnished in writing by or
on behalf of such Underwriter through you expressly for use in the Registration
Statement, the Prospectus or any preliminary prospectus and any amendment or
supplement thereto.  In case any action shall be brought against the Company,
any of its directors, any such officer or any person controlling the Company
based on any preliminary prospectus, the Registration Statement or the
Prospectus or any amendment or supplement thereto and in respect of which
indemnity may be sought against any Underwriter, the Underwriter shall have the
rights and duties given to the Company (except that if the Company shall have
assumed the defense thereof, such Underwriter shall not be required to do so,
but may employ separate counsel therein and participate in the defense thereof
but the fees and expenses of such counsel shall be at the expense of such
Underwriter), and the Company, its directors, any such officers and any
controlling person of the Company shall have the rights and duties given to the
Underwriters by Section 7(b) hereof.

          (d)  If the indemnification provided for in this Section 7 is
unavailable to an indemnified party in respect of any losses, claims, damages,
liabilities or judgments referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims,
damages, liabilities and judgments (i) in such proportion as is appropriate to
reflect the relative benefits received by the indemnifying party or parties on
the one hand and the indemnified party or parties on the other hand from the
offering of the Shares or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations.  The relative
benefits received by the Company and the Underwriters shall be deemed to be in
the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company and the total underwriting discounts
and commissions received by the Underwriters, bear to the total price to the
public of the Shares, in each case as set forth in the table on the cover page
of the Prospectus.  The relative fault of the Company and the Underwriters shall
be determined by reference to, among other things,

                                       13
<PAGE>
 
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the Company
or the Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

               The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 7(d) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to this
Section 7(d) are several in proportion to the respective number of Shares
purchased by each of the Underwriters hereunder and not joint.

               8.  Conditions of Underwriters' Obligations. The several
                   ---------------------------------------
obligations of the Underwriters to purchase the Firm Shares under this Agreement
are subject to the satisfaction of each of the following conditions:

               (a)  All the representations and warranties of the Company
          contained in this Agreement shall be true and correct on the Closing
          Date with the same force and effect as if made on and as of the
          Closing Date.

               (b)  The Registration Statement shall have become effective not
          later than 11:00 A.M., New York City time, on the date of this
          Agreement or at such later date and time as you may approve in
          writing, and at the Closing Date no stop order suspending the
          effectiveness of the Registration Statement shall have been issued and
          no proceedings for that purpose shall have been commenced or shall be
          pending before or contemplated by the Commission.

               (c)(i)  Since the date of the latest balance sheet included or
          incorporated by reference in the Registration Statement and the
          Prospectus, there shall not have been any material adverse change, or
          any development involving a prospective material adverse change, in
          the condition, financial or otherwise, or in the earnings, affairs or
          business prospects, whether or not arising in the ordinary course of
          business, of the Company, (ii) since the date of the latest balance
          sheet included or incorporated by reference in the Registration
          Statement and the Prospectus there shall not have been any change, or
          any development involving a

                                       14
<PAGE>
 
prospective material adverse change, in the capital stock or in the long-term
debt of the Company from that set forth in the Registration Statement and
Prospectus, (iii) the Company and its subsidiaries shall have no liability or
obligation, direct or contingent, which is material to the Company and its
subsidiaries, taken as a whole, other than those reflected in the Registration
Statement and the Prospectus and (iv) on the Closing Date you shall have
received a certificate dated the Closing Date, signed by Scott K. Ginsburg and
Matthew E. Devine, in their capacities as the Chief Executive Officer and Chief
Financial Officer of the Company, confirming the matters set forth in paragraphs
(a), (b), and (c) of this Section 8.

          (d)  You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Underwriters), dated the Closing Date,
of Latham & Watkins, counsel for the Company, to the effect that:

                 (i)  the Company has been duly incorporated, is validly
          existing as a corporation in good standing under the laws of its
          jurisdiction of incorporation and has the corporate power and
          authority required to carry on its business and to own, lease and
          operate its properties as described in the Prospectus;

                (ii)  based solely on certificates of public officials, the
          Company is qualified to do business in each jurisdiction listed in
          such opinion;

               (iii)  all the shares of capital stock of the Company outstanding
          prior to the issuance of the Shares have been duly authorized and
          validly issued and are fully paid, non-assessable and not subject to
          any preemptive or, to the best knowledge of such counsel, similar
          rights that entitle or will entitle any person to acquire shares of
          capital stock from the Company upon the issuance of the Shares by the
          Company;

                (iv)  the Shares have been duly authorized, and when issued and
          delivered to the Underwriters against payment therefor as provided by
          this Agreement, will have been validly issued and will be fully paid
          and non-assessable, and the issuance of such Shares is not subject to
          any preemptive or, to the best knowledge of such counsel, similar
          rights that entitle or will entitle any person to acquire shares of
          capital stock from the Company upon the issuance thereof by the
          Company;

                 (v)  this Agreement has been duly authorized, executed and
          delivered by the Company;

                (vi)  the Registration Statement has become effective under the
          Act and, to the best knowledge of such counsel, no stop order
          suspending its effectiveness has been issued and no proceedings for
          that purpose are pending before or have been threatened by the
          Commission;

                                       15
<PAGE>
 
               (vii)  the statements (A) in the Prospectus under the captions
          "Prospectus Summary - Recent Development - Pending Acquisitions",
          "Risk Factors- Radio Industry Subject to Federal Regulation," [other?]
          and "Description of Common Stock", (B) in the Company's Annual Report
          on Form 10-K for the year ended December 31, 1995 under the captions
          "Item 1. Business - Regulation of Radio Broadcasting Industry" and
          "Item 3. Legal Proceedings", (C) in the Company's Quarterly Report on
          Form 10-Q for the quarter ended June 30, 1996 under the caption "Part
          II -- Item 1 Legal Proceedings" and (D) in Item 15 of Part II of the
          Registration Statement, insofar as such statements constitute a
          summary of legal matters, documents or proceedings referred to
          therein, are accurate in all material respects;

              (viii) the execution, delivery and performance of this Agreement
          by the Company will not (A) require any consent, approval,
          authorization or other order of any Federal or New York State court,
          regulatory body, administrative agency or other governmental body,
          including the FCC (except as such may be required under the Act or
          other securities or Blue Sky laws); (B) result in a violation of the
          Certificate of Incorporation or by-laws of the Company; (C) [except
          for the necessity of obtaining certain waivers as set forth in such
          opinion,] require any consent or approval (which has not been
          obtained) of the parties to, or result in a breach of or a default
          under, any agreement or other instrument to which the Company or any
          of its subsidiaries is a party or by which the Company or any of its
          subsidiaries or their respective properties are bound that is
          identified to such counsel in a certificate of an officer of the
          Company as being material to the business of the Company and its
          subsidiaries; or (D) violate or conflict with any Federal or New York
          State laws or administrative regulations (except that for purposes of
          the opinion set forth in this clause (viii) such counsel need express
          no opinion with respect to federal or New York State securities laws)
          including without limitation the Communications Act, court decrees or
          rulings known to such counsel and applicable to the Company or any of
          its subsidiaries or their respective properties; or (E) result in
          termination or revocation of any of the FCC Licenses listed in Exhibit
          A to such opinion or result in any other material impairment of the
          rights of the holder of any such FCC License; except with respect to
          (A), (C) and (D), where the failure to obtain such consent or approval
          or such breach, default, violation or conflict could not reasonably be
          expected to have a material adverse effect on the Company and its
          subsidiaries, taken as a whole, or impair the ability of the Company
          and its subsidiaries to consummate the transactions contemplated
          hereby;

                (ix)  to the best knowledge of such counsel, there is no legal
          or governmental proceeding pending or threatened to which the Company
          or any of its subsidiaries is a party or to which any of their
          respective property (including without limitation Licenses) is subject
          which is required to be described in the Registration Statement or the
          Prospectus and is not so described, and there is no contract or other

                                       16
<PAGE>
 
          document which is required to be described in the Registration
          Statement or the Prospectus or is required to be filed as an exhibit
          to the Registration Statement which is not described or filed as
          required;

                 (x)  The Company's subsidiaries hold the FCC Licenses listed on
          Exhibit A to such opinion, each of which is valid and in effect on the
          date hereof, and, to such counsel's knowledge, based on inquiry of the
          Company and review of the FCC's public files, the FCC Licenses
          constitute the only material licenses or other authorizations of the
          FCC as are required by the Communications Act of 1934, as amended, and
          the rules, regulations and orders of the FCC in order to conduct the
          broadcast operations of Stations KKBT-FM, WKTU-FM, WLUP-FM, WMVP-AM,
          WRCX-FM, WVAZ-FM, WEJM-AM, WEJM-FM, WNUA-FM, KYLD-FM, KI0I-FM, KMEL-
          FM, WTOP-AM , WASH-FM, KSKY-AM, WYXR-FM, WJJZ-FM, KTRH-AM, KLOL-FM,
          WJMN-FM, WXKS-FM, WXKS-AM, WNIC-FM, WKQI-FM, WDOZ-AM, WVCG-AM, WPEG-
          FM, WBAV-AM, WBAV-FM, WNKS-FM, WRFX-FM and WFNZ-AM.

                (xi)  To such counsel's knowledge, based on inquiry of officers
          of the Company and review of the FCC's public files, the Company and
          its subsidiaries are in compliance in all material respects with all
          provisions of the FCC Licenses and with the Communications Act of
          1934, as amended, and all applicable rules, regulations and orders of
          the FCC, subject to such qualifications and circumstances as are
          disclosed in the Prospectus.

               (xii)  to the best of such counsel's knowledge, no holder of any
          security of the Company has any right, not effectively satisfied or
          waived, to require inclusion of shares of Common Stock or any other
          security of the Company in the Registration Statement except as set
          forth in such opinion;

              (xiii)  each subsidiary listed in such opinion (a "Significant
          Subsidiary") has been duly incorporated, is validly existing as a
          corporation in good standing under the laws of its jurisdiction of
          incorporation and has the corporate power and authority required to
          carry on its business and to own, lease and operate its properties as
          described in the Prospectus;

               (xiv)  all of the outstanding shares of capital stock of such
          Significant Subsidiary have been duly authorized and validly issued
          and are fully paid and non-assessable, and to the best knowledge of
          such counsel, based solely on a review of each such subsidiary's stock
          records and inquiries of officers of the Company, are owned, directly
          or indirectly, by the Company, free and clear of any security
          interest, claim, lien, encumbrance or adverse interest of any nature
          [other than the stock pledge securing certain obligations of the
          Company and Evergreen LA under the Senior Credit Facility and the
          Senior Note Agreement];

                                       17
<PAGE>
 
                (xv)  the Company is not an "investment company" or a company
          "controlled" by an "investment company" within the meaning of the
          Investment Company Act of 1940, as amended;

               (xvi)  each document filed pursuant to the Exchange Act and
          incorporated by reference in the Registration Statement and the
          Prospectus (except for financial statements and schedules as to which
          no opinion need be expressed) complied when so filed as to form in all
          material respects with the Exchange Act and the applicable rules and
          regulations of the Commission thereunder;

              (xvii)  the Registration Statement and the Prospectus and any
          supplements or amendments thereto (except for financial statements and
          schedules as to which no opinion need be expressed) comply as to form
          in all material respects with the requirements for registration
          statements on Form S-3 under the Act; and

             (xviii)  each of the Pending Transactions Agreements has been duly
          authorized, executed and delivered by the Company [and/or one or more
          subsidiaries of the Company and constitutes the valid and binding
          agreement of the Company and/or such subsidiary or subsidiaries party
          thereto], subject to (i) the effect of bankruptcy, insolvency
          reorganization, moratorium or other similar laws relating to or
          affecting the rights or remedies of creditors, (ii) the effect of
          general principles of equity, whether enforcement is considered in a
          proceeding in equity or law and the discretion of the court before
          which any proceeding therefor may be brought, (iii) the
          unenforceability under certain circumstances under law or court
          decisions of provisions providing for the indemnification of or
          contribution to a party with respect to a liability where such
          indemnification or contribution is contrary to public policy and (iv)
          the unenforceability of any provision requiring the payment of
          attorneys' fees, except to the extent that a court determines such
          fees to be reasonable.

          Such counsel shall also state that they have participated in
conferences with officers and other representatives of the Company,
representatives of the independent public accountants for the Company, and
representatives of the Underwriters, at which the contents of the Registration
Statement and the Prospectus and related matters were discussed and, although
they are not passing upon, and do not assume any responsibility for, the
accuracy, completeness or fairness of the statements contained in the
Registration Statement and the Prospectus and have not made any independent
check or verification thereof (except as stated), during the course of such
participation (relying as to materiality to a large extent upon the statements
of officers and other representatives of the Company), no facts came to their
attention that caused them to believe that the Registration Statement, at the
time it became effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the Prospectus, as of its
date or as of the Closing Date,

                                       18
<PAGE>
 
          contained an untrue statement of a material fact or omitted to state a
          material fact necessary to make the statements therein, in light of
          the circumstances under which they were made, not misleading; it being
          understood that such counsel shall express no belief with respect to
          the financial statements, schedules and other financial and
          statistical data included in the Registration Statement or the
          Prospectus.

                    In rendering its opinion, such counsel may state that any
          statement therein that is qualified by "to the best of our knowledge"
          or a similar phrase, is intended to indicate that those attorneys in
          the firm who have rendered legal services to the Company in connection
          with the offering of the Shares, the BPI Acquisition (as defined in
          the Prospectus), the Pyramid Acquisition (as defined in the
          Prospectus) and the Other Completed Transactions (as defined in the
          Prospectus), the transactions described in the Prospectus under the
          Caption "Recent Developments - Pending Transactions" and in connection
          with matters relating to the FCC do not have current actual knowledge
          of the inaccuracy of such statement and that, except as otherwise
          expressly indicated, such counsel has not undertaken any independent
          investigation to determine the accuracy of such statement.

                    The opinion of Latham & Watkins described in this paragraph
          (d) shall be rendered to you at the request of the Company and shall
          so state therein.

               (e)  You shall have received on the Closing Date an opinion,
          dated the Closing Date, of Davis Polk & Wardwell, counsel for the
          Underwriters, as to the matters referred to in clauses (iv), (v), (vi)
          and (xvii) of, and the disclosure opinion referred to in, the
          foregoing paragraph (d), and to the further effect that the statements
          in the Prospectus under the caption "Underwriting," insofar as such
          statements constitute a summary of the documents referred to therein,
          fairly present the information called for with respect to such
          documents and fairly summarize the matters referred to therein. In
          giving such disclosure opinion such counsel may state that their
          opinion and belief are based upon their participation in the
          preparation of the Registration Statement and Prospectus and any
          amendments or supplements thereto (other than the documents
          incorporated by reference therein) and review and discussion of the
          contents thereof (including documents incorporated by reference
          therein), but are without independent check or verification except as
          specified.

               (f)  You shall have received a letter on and as of the Closing
          Date, in form and substance satisfactory to you, from KPMG Peat
          Marwick LLP, independent public accountants, with respect to the
          financial statements and certain financial information included or
          incorporated by reference in the Registration Statement and the
          Prospectus and substantially in the form and substance of the letter
          delivered to you by KPMG Peat Marwick LLP on the date of this
          Agreement, provided that the letter delivered on the Closing Date
                     --------
          shall use a "cut-off date" not earlier than the date of this
          Agreement. (g) You shall have received a letter on and as of the
          Closing Date, in form and substance satisfactory to you, from

                                       19
<PAGE>
 
          Coopers & Lybrand LLP, independent public accountants, with respect to
          the BPI Financials and certain financial information relating to BPI
          incorporated by reference in the Registration Statement and the
          Prospectus and substantially in the form and substance of the letter
          delivered to you by Coopers & Lybrand LLP on the date of this
          Agreement, provided that the letter delivered on the Closing
                     --------
          Date shall use a "cut-off date" not earlier than the date of this
          Agreement.

               (h)  You shall have received a letter on and as of the Closing
          Date, in form and substance satisfactory to you, from Deloitte &
          Touche LLP, independent public accountants, with respect to the
          Pyramid Financials and certain financial information relating to
          Pyramid and/or Kiss incorporated by reference in the Registration
          Statement and the Prospectus and substantially in the form and
          substance of the letter delivered to you by Deloitte & Touche LLP on
          the date of this Agreement, provided that the letter delivered on the
                                      --------  
          Closing Date shall use a "cut-off date" not earlier than the date of
          this Agreement.

               (i)  You shall have received a letter on and as of the Closing
          Date, in form and substance satisfactory to you, from KPMG Peat
          Marwick LLP, independent public accountants, with respect to the WEDR,
          Inc. Financials and certain financial information relating to WEDR,
          Inc. incorporated by reference in the Registration Statement and the
          Prospectus and substantially in the form and substance of the letter
          delivered to you by KPMG Peat Marwick LLP on the date of this
          Agreement, provided that the letter delivered on the Closing Date
                     --------
          shall use a "cut-off date" not earlier than the date of this
          Agreement.

               (j)  You shall have received a letter on and as of the Closing
          Date, in form and substance satisfactory to you, from Price Waterhouse
          L.L.P., independent public accountants, with respect to the Century
          Financials and certain financial information relating to Century
          incorporated by reference in the Registration Statement and the
          Prospectus and substantially in the form and substance of the letter
          delivered to you by Price Waterhouse L.L.P. on the date of this
          Agreement, provided that the letter delivered on the Closing Date
                     --------
          shall use a "cut-off date" not earlier than the date of this
          Agreement.

               (k)  You shall have received a letter on and as of the Closing
          Date, in form and substance satisfactory to you, from Arthur Andersen
          L.L.P., independent public accountants, with respect to the Secret
          Financials and certain financial information relating to [Secret]
          incorporated by reference in the Registration Statement and the
          Prospectus and substantially in the form and substance of the letter
          delivered to you by Arthur Andersen L.L.P. on the date of this
          Agreement, provided that the letter delivered on the Closing Date shal
                     --------
          l use a "cut-off date" not earlier than the date of this Agreement.

               (l)  You shall have received a letter on and as of the Closing
          Date, in form and substance satisfactory to you, from Miller, Kaplan,
          Arase & Co., independent public accountants, with respect to the
          Crescent Financials and certain financial information relating to
          [Crescent] incorporated by reference in

                                       20
<PAGE>
 
          the Registration Statement and the Prospectus and substantially in the
          form and substance of the letter delivered to you by Coopers & Lybrand
          LLP on the date of this Agreement, provided that the letter delivered
                                             --------
          on the Closing Date shall use a "cut-off date" not earlier than the
          date of this Agreement.

               (m)  The Company shall not have failed at or prior to the Closing
          Date to perform or comply in any material respect with any of the
          agreements herein contained and required to be performed or complied
          with by the Company at or prior to the Closing Date.

               (n)  The Company shall have complied with the provisions with
          respect to printing and furnishing of Prospectuses set forth in
          Section 5(c) hereof by the business day next succeeding the date of
          this Agreement.

The several obligations of the Underwriters to purchase Additional Shares
hereunder are subject to the delivery to you on the Option Closing Date of such
documents as you may reasonably request with respect to the good standing of the
Company, the due authorization and issuance of the Additional Shares and other
matters related to the issuance of such Shares.

          9.  Effective Date of Agreement and Termination.  This Agreement shall
              -------------------------------------------                       
become effective upon the later of (i) execution of this Agreement and (ii) when
notification of the effectiveness of the Registration Statement has been
released by the Commission.

          This Agreement may be terminated at any time prior to the Closing Date
by you by written notice to the Company  if any of the following has occurred:
(i) since the respective dates as of which information is given in the
Registration Statement and the Prospectus, any material adverse change or
development involving a prospective material adverse change in the condition,
financial or otherwise, of the Company or any of its subsidiaries or the
earnings, affairs, or business prospects of the Company or any of its
subsidiaries, whether or not arising in the ordinary course of business, which
would, in your judgment, make it impracticable to market or consummate the sale
of the Shares on the terms and in the manner contemplated in the Prospectus,
(ii) any outbreak or escalation of hostilities or other national or
international calamity or crisis or change in economic conditions or in the
financial markets of the United States or elsewhere that, in your judgment, is
material and adverse and would, in your judgment, make it impracticable to
market the Shares on the terms and in the manner contemplated in the Prospectus,
(iii) trading of the Shares shall have been suspended on the NASDAQ National
Market System, (iv) the suspension or material limitation of trading in
securities on the New York Stock Exchange, the American Stock Exchange or the
NASDAQ National Market System or limitation on prices for securities on any such
exchange or National Market System, (v) the enactment, publication, decree or
other promulgation of any federal or state statute, regulation, rule or order of
any court or other governmental authority which in your opinion materially and
adversely affects, or will materially and adversely affect, the business or
operations of the Company or any Subsidiary, (vi) the declaration of a banking
moratorium by either federal or New York State authorities or (vii) the taking
of any action by any federal, state or local government or agency in respect of
its monetary or fiscal

                                       21
<PAGE>
 
affairs which in your opinion has a material adverse effect on the financial
markets in the United States.

          If on the Closing Date or on the Option Closing Date, as the case may
be, any one or more of the Underwriters shall fail or refuse to purchase the
Securities which it or they have agreed to purchase hereunder on such date and
the aggregate number of Shares which such defaulting Underwriter or
Underwriters, as the case may be, agreed but failed or refused to purchase is
not more than one-tenth of the total number of Shares to be purchased on such
date by all Underwriters, each non-defaulting Underwriter shall be obligated
severally, in the proportion which the number of Firm Shares set forth opposite
its name in Schedule I bears to the total number of Firm Shares which all the
non-defaulting Underwriters, as the case may be, have agreed to purchase, or in
such other proportion as you may specify, to purchase the Shares which such
defaulting Underwriter or Underwriters, as the case may be, agreed but failed or
refused to purchase on such date; provided that in no event shall the number of
                                  --------                                     
Shares which any Underwriter has agreed to purchase pursuant to Section 2 hereof
be increased pursuant to this Section 9 by an amount in excess of one-ninth of
such number of Shares without the written consent of such Underwriter.  If on
the Closing Date or on the Option Closing Date, as the case may be, any
Underwriter or Underwriters shall fail or refuse to purchase Shares and the
aggregate number of Shares with respect to which such default occurs is more
than one-tenth of the aggregate number of Shares to be purchased on such date by
all Underwriters and arrangements satisfactory to you and the Company for
purchase of such Shares are not made within 48 hours after such default, this
Agreement will terminate without liability on the part of any non-defaulting
Underwriter and the Company.  In any such case which does not result in
termination of this Agreement, either you or the Company shall have the right to
postpone the Closing Date or the Option Closing Date, as the case may be, but in
no event for longer than seven days, in order that the required changes, if any,
in the Registration Statement and the Prospectus or any other documents or
arrangements may be effected.  Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
any such Underwriter under this Agreement.

          10.  Miscellaneous.  Notices given pursuant to any provision of this
               -------------                                                  
Agreement shall be addressed as follows:  (a) if to the Company, to Evergreen
Media Corporation, 433 East Las Colinas Boulevard, Irving, Texas 75039
(Attention: Scott K. Ginsburg) and (b) if to any Underwriter or to you, to you
c/o Alex Brown & Sons Incorporated, 135 East Baltimore Street, Baltimore,
Maryland 21202, Attention:  Syndicate Department or in either case to such other
address as the person to be notified may have requested in writing.

          The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company, its officers and directors and
of the several Underwriters set forth in or made pursuant to this Agreement
shall remain operative and in full force and effect, and will survive delivery
of and payment for the Shares, regardless of (i) any investigation, or statement
as to the results thereof, made by or on behalf of any Underwriter or any
controlling person of any Underwriter or by or on behalf of the Company, the
officers or directors of the Company or any controlling person of the Company,
(ii) acceptance of the Shares, and payment for them hereunder and (iii)
termination of this Agreement.

                                       22
<PAGE>
 
          If this Agreement shall be terminated by the Underwriters because of
any failure or refusal on the part of the Company to comply with the terms or to
fulfill any of the conditions of this Agreement, the Company agree to reimburse
the several Underwriters for all out-of-pocket expenses (including the
reasonable fees and disbursements of counsel) reasonably incurred by them.

          Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the
Underwriters, any controlling persons referred to herein and their respective
successors and assigns, all as and to the extent provided in this Agreement, and
no other person shall acquire or have any right under or by virtue of this
Agreement.  The term "successors and assigns" shall not include a purchaser of
any of the Shares from any of the several Underwriters merely because of such
purchase.

          THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

          This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.

 

                                       23
<PAGE>
 
          Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Underwriters.


                              Very truly yours,

                              EVERGREEN MEDIA CORPORATION


                              By
                                --------------------------- 
                                Title:



 


Accepted and Agreed
________ __, 1996


    
ALEX. BROWN & SONS INCORPORATED
CS FIRST BOSTON CORPORATION
DONALDSON, LUFKIN & JENRETTE
 SECURITIES CORPORATION
MORGAN STANLEY & CO. INCORPORATED
SMITH BARNEY INC.
UBS SECURITIES LLC
     

Acting severally on behalf of
 themselves and the several
 Underwriters named in
 Schedule I hereto

By ALEX. BROWN & SONS INCORPORATED


  By
    ----------------------------

                                       24
<PAGE>
 
                                  SCHEDULE I
                                  ----------
 
 
 
                                  Number of
                                  Shares to
                                  be Purchased
         Underwriters             ------------
         ------------         
    
Alex. Brown & Sons
 Incorporated

CS First Boston 
 Corporation

Donaldson, Lufkin & Jenrette
 Securities Corporation

Morgan Stanley & Co.
 Incorporated

Smith Barney Inc.

UBS Securities LLC
     

          Total                   ----------
                                   8,000,000
                                  ==========
 


