
<PAGE>
 
                                                                    EXHIBIT 2.26



================================================================================



                           ASSET PURCHASE AGREEMENT

                                by and between

                         BEASLEY FM ACQUISITION CORP.,

                       WDAS LICENSE LIMITED PARTNERSHIP,

                                      and

                  EVERGREEN MEDIA CORPORATION OF LOS ANGELES


                        Dated as of September 19, 1996


================================================================================
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                                        Page
                                                                        ----
<S>                                                                     <C>

1.  Sale and Purchase...................................................   1

    1.1  Assets to be Conveyed..........................................   1
    1.2  Absence of Liens...............................................   3
    1.3  Excluded Assets................................................   3
    1.4  Assumption of Liabilities......................................   3
    1.5  Like-Kind Exchange.............................................   3

2.  Purchase Price......................................................   4

    2.1. Payment........................................................   4
    2.2. Allocation.....................................................   4

3.  Escrow Arrangements.................................................   4

    3.1  Letter of Credit...............................................   4
    3.2  Liquidated Damages.............................................   4
    3.3. Return of Letter of Credit.....................................   5

4.  Closing.............................................................   5
    4.1  Closing Deliveries.............................................   5
    4.2  Accounts Receivable............................................   6
    4.3  Prorations.....................................................   7
    4.4  Further Assurances.............................................   8

5.  Representations and Warranties of Beasley...........................   8

    5.1  Organization; Good Standing....................................   9
    5.2  Authority......................................................   9
    5.3  No Breach or Violation.........................................   9
    5.4  Approvals......................................................  10
    5.5  No Litigation..................................................  10
    5.6  Brokerage......................................................  10
    5.7  Title to and Condition of Tangible Personal Property...........  10
    5.8  Title to and Condition of Real Property........................  11
    5.9  Environmental Matters..........................................  11
    5.10 Assumed Contracts..............................................  12
    5.11 Personnel......................................................  12
    5.12 Labor Relations................................................  14
    5.13 Licenses.......................................................  14
    5.14 Intangible Assets..............................................  14
    5.15 Compliance with Law............................................  14
</TABLE>
<PAGE>
 
<TABLE>
<S>                                                                     <C>
    5.16 FCC Compliance; Pending Applications...........................  15
    5.17 Financial Statement............................................  15
    5.18 Conduct of Business in Ordinary Course.........................  15
    5.19 Taxes..........................................................  16
    5.20 Insurance......................................................  16
    5.21 Bulk Sales.....................................................  16
    5.22 Accuracy of Information Furnished..............................  16
    5.23 Definition of Knowledge........................................  16

6.  Representations and Warranties of Evergreen.........................  16

    6.1  Organization; Good Standing....................................  16
    6.2  Authority......................................................  17
    6.3  No Breach or Violation.........................................  17
    6.4  Approvals......................................................  17
    6.5  No Litigation..................................................  17
    6.6  Brokerage......................................................  18
    6.7  FCC Qualifications.............................................  18
    6.8  Accuracy of Information Furnished..............................  18
    6.9  Definition of Knowledge........................................  18

7.  Covenants of the Parties............................................  18

    7.1  FCC Application; Divestiture Commitment........................  18
    7.2  Conduct of Business............................................  19
    7.3  No Solicitation Of Third Parties or Employees..................  21
    7.4  Access; Confidentiality; Publicity.............................  21
    7.5  Inconsistent Actions...........................................  22
    7.7  Control of the Stations........................................  22
    7.8  Risk of Loss...................................................  22
    7.9  Third Party Consents...........................................  23
    7.10 Title Insurance and Surveys....................................  23
    7.11 Employee Matters...............................................  25
    7.12 Compliance With HSR Act........................................  26

8.  Conditions to Evergreen's Obligations...............................  26

    8.1  Representations, Warranties and Covenants......................  26
    8.2  FCC Consent....................................................  27
    8.3  HSR Act........................................................  27
    8.4  Injunctions....................................................  27
    8.5  No Material Adverse Change.....................................  27
    8.6  Consents.......................................................  27
</TABLE>

                                     -ii-
<PAGE>
 
<TABLE> 
<S>                                                                     <C>
    8.7  Resolutions....................................................  27
    8.8  Closing Documents..............................................  27
    8.9  Opinion of Counsel to Beasley..................................  28

9.  Conditions to Beasley's Obligations.................................  28

    9.1  Representations, Warranties and Covenants......................  28
    9.2  FCC Consent....................................................  28
    9.3  HSR Act........................................................  28
    9.4  Injunctions....................................................  28
    9.5  Resolutions....................................................  28
    9.6  Closing Documents..............................................  28
    9.7  Opinion of Counsel to Evergreen................................  28
    9.8  Payment........................................................  29

10. Termination; Opportunity to Cure....................................  29

    10.1 Termination....................................................  29
    10.2 Opportunity to Cure............................................  29

11. Survival of Representations and Warranties;
    Indemnification; and Remedies.......................................  29

    11.1 Survival.......................................................  29
    11.2 Indemnification by Beasley.....................................  30
    11.3 lndemnification by Evergreen...................................  30
    11.4 Procedure for Indemnification..................................  31
    11.5 Liquidated Damages.............................................  32
    11.6 Specific Performance...........................................  32

12. Expenses............................................................  32
13. Sales Taxes.........................................................  33
14. Benefit of Agreement; Assignment....................................  33
15. Notices.............................................................  33
16. Entire Agreement....................................................  34
17. Exhibit.............................................................  34
18. Amendment; Waiver...................................................  34
19. Governing Law.......................................................  34
20. Severability........................................................  34
21. Attorney's Fees.....................................................  34
22. Counterparts........................................................  34
</TABLE>

                                     -iii-
<PAGE>
 
EXHIBITS

Exhibit I       Form of Letter of Credit
Exhibit II      Form of Escrow Agreement
Exhibit III     Form of Opinion of Leventhal, Senter & Lerman
Exhibit IV      Form of Opinion of Latham & Watkins


                              DISCLOSURE SCHEDULES

BEASLEY'S SCHEDULES

Schedule 1.1    Tangible Personal Property
Schedule 1.2    Real Property
Schedule 1.3    Assumed Contracts
Schedule 1.4    Licenses
Schedule 1.5    Intangible Assets
Schedule 1.7    Excluded Assets
Schedule 5.3    Beasley Consents
Schedule 5.5    Litigation
Schedule 5.7    Title to and Condition of Tangible Personal Property
Schedule 5.8    Title to and Condition of Real Property
Schedule 5.9    Environmental Matters
Schedule 5.11   Personnel, Employee Plans and Compensation Arrangements
Schedule 5.16   FCC Compliance; Pending Applications
Schedule 5.17   Financial Statements
Schedule 7.2    Pending and Permitted Additional Contracts


EVERGREEN'S SCHEDULES

Schedule 6.3    Evergreen Consents
Schedule 6.5    Litigation
Schedule 6.7    FCC Qualifications


SCHEDULES APPLICABLE TO BOTH PARTIES

Schedule 7.3    Solicitation of Employees
Schedule 7.11   Employee Matters

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


     This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of this 19th day of September 1996, by and between BEASLEY FM
ACQUISITION CORP., a Delaware corporation ("BFAC"), WDAS LICENSE LIMITED
PARTNERSHIP, a Delaware limited partnership ("Beasley License Co.," together
with BFAC, "Beasley"), and EVERGREEN MEDIA CORPORATION OF LOS ANGELES, a
Delaware corporation ("Evergreen").

     Beasley is the owner, operator and licensee of radio stations
WDAS(AM), 1480 KHz, and WDAS-FM, 105.3 MHz, Philadelphia, Pennsylvania (the
"Stations"), pursuant to certain licenses and authorizations issued by the
Federal Communications Commission (the "FCC").   Beasley desires to sell and
Evergreen desires to purchase certain property and assets used in the operations
of the Stations.  The prior consent of the FCC to the assignment of the licenses
and authorizations issued by the FCC for the Stations is required.  It is
intended that if such consent is obtained, the transactions contemplated by this
Agreement will be consummated subject to all of the other terms and conditions
of this Agreement.

     Accordingly, in consideration of the mutual promises herein set forth
and subject to the terms and conditions hereof, the parties agree as follows:

     1.  SALE AND PURCHASE.

         1.1  ASSETS TO BE CONVEYED.

         At the Closing (as defined in SECTION 4), Beasley shall transfer,
assign, convey and deliver to Evergreen (or in the case of certain Real Property
described in Schedule 1.2, cause George G. Beasley to transfer, assign, convey
             ------------
and deliver), and Evergreen shall accept and acquire from Beasley, all of
Beasley's right, title and interest in and to the following:

         (a) all of the tangible personal property used or held for use by
     Beasley in the operation of the Stations, including the tangible personal
     property listed on Schedule 1.1, together with any replacements thereof or
                        ------------
     additions thereto made between the date of this Agreement and the Closing
     Date (the "Tangible Personal Property");

         (b) all files (excluding personnel files for employees, confidential
     correspondence files of station management, the general ledger, tax
     records, books and records related solely to internal corporate matters and
     copies of all books and records that Beasley is required by law to retain
     (provided, that Evergreen shall be permitted to retain such copies of the
     files for any Transferred Employee as necessary to comply with the
     provisions of SECTION 7.11 and of the general ledger and tax records as
     necessary)), technical records, logs, program materials, programs, lists,
     music libraries, public inspection files that relate to the Stations and
     all proprietary information and data, maps, plans, diagrams, blueprints,
     schematics and technical drawings, engineering records, and
<PAGE>
 
     FCC applications and filings maintained with respect to the Stations
     pursuant to the rules and regulations of the FCC (the "Records");

         (c) the real property and interests in real property, including fee
     estates, leaseholds and subleaseholds, purchase options, easements,
     licenses, rights to access, and rights of way, and all buildings and other
     improvements thereon, used in the business or operations of the Stations,
     as listed on Schedule 1.2, together with any replacements thereof and any
     additions thereto made between the date of this Agreement and the Closing
     Date (the "Real Property");

         (d) the following contracts, leases, employment contracts and other
     agreements that relate to the Assets (as defined below) or the operation of
     the Stations (collectively, the "Assumed Contracts"):

             (i) the contracts, leases, employment and other agreements listed
         on Schedule 1.3 (as updated pursuant to SECTION 7.13;

             (ii) all contracts or commitments for the sale of time on the
         Stations for cash at prevailing rates entered into in the ordinary
         course of business;

             (iii) additional contracts or commitments neither listed on
         Schedule 1.3 nor otherwise described in this SECTION 1.1(D) that have
         been entered into in the ordinary course of business and involve less
         than $25,000 per year in any individual instance and less than $300,000
         in the aggregate; and

             (iv) contracts or commitments for the sale of advertising time on
         the Stations in exchange for goods and services ("Trade Agreements")
         not listed on Schedule 1.3 that involve commitments to provide air time
         having a value of lessthan $25,000 in any individual instance and
         $100,000 in the aggregate;

         (e) the licenses, permits, authorizations and call letters,
     qualifications, orders, franchises, certificates, consents and approvals
     issued to Beasley by any governmental or regulatory agency or authority,
     whether Federal, state or local, and used in connection with the operation
     of the Stations, including the licenses and authorizations issued by the
     FCC for the Stations (the "FCC Licenses"), and all applications for such
     licenses and authorizations to the extent assignable (the "Applications"),
     all of which are set forth on Schedule 1.4 (collectively, the "Licenses");
                                   ------------
     and

         (f) the patents, patent applications, trademarks, trade names, service
     marks, and copyright registrations or copyright applications and any other
     intangible assets used in connection with the Stations, including but not
     limited to those set forth on Schedule 1.5 (the "Intangible Assets", and
                                   ------------
     together with the Tangible Personal Property, the Records, the Real
     Property, the Assumed Contracts, and the Licenses, the "Assets").

                                       2
<PAGE>
 
         1.2  ABSENCE OF LIENS.   The Assets shall be delivered free and clear
of all liens, mortgages, pledges, covenants, security interests, charges, claims
or encumbrances of any kind whatsoever ("Liens"), except for (i) Liens for
current taxes not yet due or payable or the validity of which are being
contested in good faith in and appropriate proceedings not to exceed $150,000 in
the aggregate, (ii) Liens which constitute valid leases or subleases to third
parties with respect to property not used in the operation of the Stations,
which such lease or sublease is included in the Assets, (iii) Liens and defects
in title that are not material to the owner or the lessee, as the case may be,
and (iv) Liens under Assumed Contracts listed on Schedule 1.3 to be assumed by
                                                 ------------                 
Evergreen at the Closing, and (v) Liens disclosed on Schedule 5.8.   Liens
                                                     ------------         
disclosed in clauses (i) - (iv) above, together with Liens securing indebtedness
that will be removed prior to or at the Closing, are hereafter referred to as
"Permitted Liens."

         1.3  EXCLUDED ASSETS.  The Assets shall include all assets used or
held for use in the operation of the Stations by Beasley or any affiliated
entity, except the parties agree and acknowledge that the Assets shall not
include the (a) accounts receivable for cash for services performed or provided
by Beasley prior to the Closing Date (the "Accounts Receivable") and (b) the
assets set forth on Schedule 1.7.
                    ------------ 

         1.4  ASSUMPTION OF LIABILITIES.  Evergreen shall assume all of
Beasley's obligations under the Assumed Contracts accruing or coming due on or
after the Closing Date. Except as otherwise expressly provided in this
Agreement, Evergreen shall not assume or become obligated to perform any debt,
liability or obligation of Beasley whatsoever, including (a) any obligations or
liabilities under any contract, lease or agreement other than the Assumed
Contracts as provided above; (b) any obligations coming due on or prior to the
Closing Date; (c) any claims or pending litigation or proceedings relating to
the operation of the Stations prior to the Closing Date; (d) any insurance
policies of Beasley; (e) any obligations or liabilities arising under
capitalized leases or other financing agreements, except as set forth on
Schedule 1.3; (f) any obligations or liabilities of Beasley under any employee
- ------------                                                                  
pension, retirement, health and welfare or other benefit plans or collective
bargaining agreements, except as provided in SECTION 7.11; (g) any obligation to
any employee of the Stations for severance benefits, vacation time, or sick
leave, except as provided in SECTION 7.11; (h) any liability for any taxes
attributable to the Assets or the operations of the Stations prior to the
Closing Date; or (i) any obligations or liabilities caused by, arising out of,
or resulting from any action or omission of Beasley prior to the Closing.  All
such obligations and liabilities shall remain and be the obligations and
liabilities solely of Beasley.

         1.5  LIKE-KIND EXCHANGE.   Beasley may at any time at or prior to
Closing assign its rights under this Agreement to a "qualified intermediary" as
defined in Treas. Reg. (S) 1.1031(k) - 1(g)(4), subject to all of Evergreen's
rights and obligations hereunder, in which event Beasley shall promptly provide
written notice of such assignment to Evergreen.  Evergreen shall cooperate with
all reasonable requests of Beasley and such qualified intermediary in arranging
and effecting the exchange as one which qualifies under Section 1031 of the
Internal Revenue Code of 1986, as amended (the "Code").  Without limiting the
generality of the foregoing, 

                                       3
<PAGE>
 
Evergreen shall promptly provide Beasley with written acknowledgment of receipt
of such notice of assignment to the qualified intermediary.

     2.  PURCHASE PRICE.

         2.1.  PAYMENT.  At the Closing, Evergreen shall pay Beasley, or as
provided in SECTION 1.5, the qualified intermediary, by federal wire transfer of
immediately available funds pursuant to wire transfer instructions to be
delivered by Beasley to Evergreen at least two (2) days prior to the Closing,
the sum of One Hundred Three Million Dollars ($103,000,000), subject to
adjustment pursuant to SECTION 4.3 (the "Purchase Price").

         2.2.  ALLOCATION.  Of the Purchase Price, $3,000,000 shall be
allocated to the Real Property to be conveyed by George G. Beasley.  As to the
allocation of the balance of the Purchase Price, Evergreen and Beasley agree
that they shall cause the aggregate fair market value of the Stations to be
appraised by the appraisal firm of Bond & Pecaro, the expenses of which shall be
borne equally by Buyer and Seller.  Each of Beasley and Evergreen shall deliver
to the other a draft of IRS Form 8594 reflecting the information required by
Section 1060 of the Code and the regulations thereunder (excluding any
information required to be excluded by Treas. Reg. (S) 1.1060 - 1T(b)(4)) for
review and approval, which approval shall not be unreasonably withheld, by the
date which is the earlier of 60 days after Closing or 60 days prior to the
earlier of the dates by which either Evergreen or Beasley must file its federal
income tax return for the taxable year in which the Closing occurs (taking into
account permissible extensions).  Buyer and Seller shall each file with their
respective federal income tax returns for the tax year in which the Closing
occurs, IRS Form 8594 containing the information agreed upon under the procedure
outlined above.  Except as otherwise required by law or any taxing authority,
each of Buyer and Seller shall report, or cause to be reported, the transactions
contemplated hereby for income tax purposes (including but not limited to, on
their respective income tax returns, before any governmental agency charged with
the collection of income tax in a manner consistent with the information agreed
upon pursuant to this section and contained in the relevant IRS Form 8594.
Notwithstanding any other provision of this Agreement, the provisions of this
SECTION 2.2 shall survive the Closing without limitation.

     3.  ESCROW ARRANGEMENTS.

         3.1  LETTER OF CREDIT.  Simultaneous with the execution of this
Agreement, Evergreen is delivering to Star Media Group, Inc. (the "Escrow
Agent") an irrevocable letter of credit substantially in the form of Exhibit I
                                                                     ---------
in the amount of $5,000,000 (the "Letter of Credit"). The Letter of Credit shall
be held by the Escrow Agent pursuant to an escrow agreement in the form of
Exhibit II (the "Escrow Agreement"), which is being executed simultaneously with
- ----------                                                                      
the execution of this Agreement, and subject to the provisions of SECTIONS 3.2
and 3.3.

         3.2  LIQUIDATED DAMAGES.   If the sale and purchase provided for in
this Agreement is not consummated as a result of a material breach by Evergreen
of any of its

                                       4
<PAGE>
 
obligations under this Agreement and Beasley shall not be in breach of any of
its material obligations under this Agreement, Beasley shall be entitled to
cause the Escrow Agent to deliver the Escrow Deposit as defined in the Escrow
Agreement and to draw upon the Letter of Credit and to retain the proceeds
thereof as liquidated damages for such material breach by Evergreen, in full
settlement of any damages of any nature or kind that Beasley may suffer or
allege to have suffered as a result of any such breach by Evergreen. The receipt
by Beasley of the proceeds of the Letter of Credit shall be Beasley's sole and
exclusive remedy in the event of any such breach by Evergreen.

         3.3.  RETURN OF LETTER OF CREDIT.  If the sale and purchase provided
for in this Agreement is either (a) consummated or (b) not consummated for any
reason other than as set forth in SECTION 3.2, Beasley shall not be entitled to
the proceeds of the Letter of Credit and, either at the Closing or promptly
after the termination of this Agreement (as the case may be), the Letter of
Credit or the proceeds of the Letter of Credit shall be returned by the Escrow
Agent to Evergreen as provided in the Escrow Agreement.

     4.  CLOSING.  The closing of the transactions contemplated hereby (the
"Closing") will take place at 10:00 a.m., local time, at the offices of Latham &
Watkins, 1001 Pennsylvania Avenue, N.W., Suite 1300, Washington, D.C. 20004, on
the fifth (5th) business day following the date that the conditions set forth in
SECTION 8.2 and 9.2 (FCC Consent) and SECTIONS 8.3 and 9.3 (HSR Act) are
satisfied or waived by the party entitled to waive such condition, or at such
other time (in either event, the "Closing Date") as shall be agreed upon in
writing by Beasley and Evergreen.

         4.1  CLOSING DELIVERIES.  At the Closing:

         (a) Beasley shall execute and deliver to Evergreen a Bill of Sale in
form and substance reasonably acceptable to Evergreen, pursuant to which Beasley
shall convey to Evergreen good and marketable title to the Tangible Personal
Property;

         (b) Beasley shall execute and deliver, and shall cause George G.
Beasley to execute and deliver, to Evergreen deeds and such other transfer
documents in form and substance reasonably acceptable to Evergreen pursuant to
which Beasley and George G. Beasley shall convey to Evergreen good and
marketable title to the Real Property;

         (c) The parties shall execute and deliver to each other an Assignment
and Assumption of Assumed Contracts in form and substance reasonably acceptable
to the parties, pursuant to which Beasley shall assign to Evergreen, and
Evergreen shall accept assignment of, all of Beasley's rights and privileges and
assume all obligations of Beasley under the Assumed Contracts, insofar as they
accrue or come due on or after the Closing Date;

         (d) The parties shall execute and deliver to each other an Assignment
of Licenses and Permits in form and substance reasonably acceptable to the
parties pursuant to

                                       5
<PAGE>
 
which Beasley shall assign to Evergreen, and Evergreen shall accept assignment
of, all of Beasley's right, title and interest in and to the Licenses;

         (e) Beasley shall execute and deliver to Evergreen an Assignment of
Intangibles in form and substance reasonably acceptable to Evergreen, pursuant
to which Beasley shall assign to Evergreen all of Beasley's right, title and
interest in and to the Intangible Assets; and

         (f) Beasley shall deliver to Evergreen Uniform Commercial Code ("UCC")
lien searches from Montgomery and Philadelphia Counties, Pennsylvania, and the
Pennsylvania Secretary of State dated as of a date not more than fifteen (15)
days prior to the Closing Date and showing no UCC, judgment, tax or other lien
filings against the Assets, other than security interests or other filings which
will be released at Closing and other Permitted Liens.

         4.2  ACCOUNTS RECEIVABLE.

         (a) At the Closing, Beasley will assign the Accounts Receivable to
Evergreen for purposes of collection only.  Within ten (10) business days after
the Closing Date, Beasley shall deliver to Evergreen a complete and detailed
statement of each Accounts Receivable (the "Receivable Statement").  The
Receivable Statement will show all commissions owing with respect to such
receivables, if any.

         (b) For a period of 120 days following the Closing Date (the
"Collection Period"), Evergreen will collect the Accounts Receivable, in the
same manner and with the same diligence Evergreen uses to collect its own
accounts receivable; provided, however, that Evergreen shall not be obligated to
institute litigation, employ any collection agency, legal counsel or other third
party, or take any other extraordinary means of collection.  In its collection
efforts, Evergreen shall not be liable to Beasley except for willful malfeasance
or gross negligence. During the Collection Period, Beasley will not solicit or
institute litigation for the collection of the Accounts Receivable, except with
respect to Accounts Receivable reassigned to Beasley for collection as set forth
below.

         (c) Evergreen shall promptly deposit (but in no event more than three
(3) business days after receipt) all collections received by Evergreen on
account of the Accounts Receivable into a bank account designated by Beasley,
and Evergreen shall each deliver a weekly accounting of such collections and
deposits to Beasley.   Evergreen may deduct from such collections any commission
which may be due with respect to the collected receivable (as indicated on the
Receivable Statement) and, if so, shall promptly notify Beasley of the deduction
and remit such commission to the appropriate person.  In the event that Beasley
is entitled to a refund of any commission paid with respect to the Accounts
Receivable, Evergreen shall use its reasonable efforts (consistent with the
practices of Beasley at the Stations prior to the Closing) to obtain and
promptly remit such refund.  All amounts received by Evergreen from account
debtors included among the Accounts Receivable shall be applied first to such
Accounts 

                                       6
<PAGE>
 
Receivable, unless the account debtor specifically and in good faith disputes an
Account Receivable and instructs that the payment be otherwise applied. If
during the Collection Period an account debtor disputes an account included
among the Accounts Receivable, Beasley may request Evergreen to reassign that
account to Beasley for collection. At the conclusion of the Collection Period,
Evergreen shall reassign to Beasley any remaining uncollected Accounts
Receivable, and thereafter Evergreen shall have no further obligation to the
other with respect to such Accounts Receivable.

         4.3  PRORATIONS.

         (a) Except as otherwise provided herein, all income and expenses
arising from the conduct of the business and operations of the Stations shall be
prorated between Beasley and Evergreen in accordance with generally accepted
accounting principles as of 12:01 a.m. on the Closing Date.  Such prorations
shall include, without limitation, music and other license fees, wages, salaries
and accrued but unused vacation of Transferred Employees in accordance with
SECTION 7.11 (including accruals up to the Closing Date for bonuses, commissions
and related payroll taxes), deposits, liabilities and obligations under the
Assumed Contracts, all ad valorem and applicable property taxes (but excluding
sales taxes covered by SECTION 13 of this Agreement), business and license fees,
annual FCC regulatory fees, power and utility expenses, rents (excluding amounts
paid as capital expenditures in connection with real property, whether leased or
owned), and similar prepaid and deferred items attributable to the ownership and
operation of the Stations.  Trade Agreements shall be prorated to the extent
provided in SECTION 4.3(E).

         (b) Beasley shall provide Evergreen with a list of all known
proratable items and payables for the Stations at least five (5) days before the
Closing Date, and, to the extent practicable, the Purchase Price shall be
adjusted at the Closing to reflect the prorations contemplated by this Section.
To the extent not made at the Closing, such prorations shall be made in
accordance with the procedures set forth in SECTION 4.3(C).

         (c) Within ninety (90) days of the Closing Date, Evergreen shall
deliver to Beasley a schedule of its proposed prorations (which shall set forth
in reasonable detail the basis for those determinations) (the "Proration
Schedule").  The Proration Schedule shall be conclusive and binding upon Beasley
unless Beasley provides Evergreen with a written notice of objection (the
"Notice of Disagreement") within thirty (30) days after Beasley's receipt of the
Proration Schedule, which notice shall state the prorations proposed by Beasley
("Beasley's Proration Amount").  Evergreen shall have fifteen (15) days from
receipt of a Notice of Disagreement to accept or reject Beasley's Proration
Amount.  If Evergreen rejects Beasley's Proration Amount, and the amount in
dispute exceeds Five Thousand Dollars ($5,000), the dispute shall be submitted
within ten (10) days to the Philadelphia office of KPMG Peat Marwick (the
"Referee") for resolution, such resolution to be made within thirty (30) days
after submission to the Referee and to be final, conclusive and binding on
Evergreen and Beasley.  Beasley and Evergreen agree to share equally the costs
and expenses of the Referee, but each 

                                       7
<PAGE>
 
party shall bear its own legal and other expenses, if any. If the amount in
dispute is equal to or less than Five Thousand Dollars ($5,000), such amount
shall be divided equally between Beasley and Evergreen. Payment by Beasley or
Evergreen, as the case may be, of the proration amounts determined pursuant to
this SECTION 4.3(D) shall be due fifteen (15) days after the last to occur of
(i) Beasley's acceptance of the Proration Schedule or failure to give Evergreen
a timely Notice of Disagreement; (ii) Evergreen's acceptance of Beasley's
Proration Amount or failure to reject Beasley's Proration Amount within fifteen
(15) days of receipt of a Notice of Disagreement; (iii) Evergreen's rejection of
Beasley's Proration Amount in the event the amount in dispute equals or is less
than Five Thousand Dollars ($5,000); and (iv) notice to Evergreen and Beasley of
the resolution of the disputed amount by the Referee in the event that the
amount in dispute exceeds Five Thousand Dollars ($5,000).

         (d) Any payment required by Beasley to Evergreen or by Evergreen to
Beasley, as the case may be, under SECTION 4.3(C) shall be paid by wire transfer
of immediately available funds to the account of the payee with a financial
institution in the United States as designated by Evergreen in the Proration
Schedule or by Beasley in the Notice of Disagreement (or by separate notice in
the event a Notice of Disagreement is not sent).  If either Beasley or Evergreen
fails to pay when due any amount under SECTION 4.2(C) or SECTION 4.3(C),
interest on such amount will accrue from the date payment was due to the date
such payment is made at a per annum rate equal to the "prime rate" as published
daily in the Money Rates column of the Wall Street Journal (or the average of
                                       -------------------                   
such rates if more than one rate is indicated) plus two percent (2%), and such
                                               ----                           
interest shall be payable upon demand.

         (e) Liabilities and obligations under Trade Agreements shall be
prorated in favor of Evergreen only to the extent that the aggregate net
liability (determined in accordance with generally accepted accounting
principles) for air time under all such agreements as of 12:01 a.m. on the
Closing Date exceeds by One Hundred Thousand Dollars ($100,000) the fair market
value of the property to be received by Evergreen with respect to the Stations
after 12:01 a.m. on the Closing Date under all such agreements.  There shall be
no proration in favor of Beasley with respect to the Trade Agreements,
notwithstanding that the fair market value of the property to be received under
such agreements after 12:01 a.m. on the Closing Date exceeds the liability for
unperformed time.

         4.4  FURTHER ASSURANCES.  At the Closing, and from time to time after
the Closing, Beasley will execute and deliver such other instruments of
conveyance, assignment, transfer and delivery and will take such other actions
as Evergreen reasonably may request in order to more effectively transfer,
convey, assign, and deliver to Evergreen, and place Evergreen in possession and
control of, any of the Assets.

     5. REPRESENTATIONS AND WARRANTIES OF BEASLEY. Beasley hereby represents and
warrants to Evergreen as follows.

                                       8
<PAGE>
 
         5.1  ORGANIZATION; GOOD STANDING.

         (a)  BFAC (i) is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware; (ii) is qualified to
do business as a foreign corporation and is in good standing under the laws of
the State of Pennsylvania; and (iii) has all requisite corporate power and
authority to own and operate the Stations, to carry on its business as now being
conducted, to enter into this Agreement and to perform its obligations
hereunder.

         (b)  Beasley License Co. (i) is a limited partnership duly formed,
validly existing and in good standing under the laws of the State of Delaware,
and (ii) is qualified to do business and is in good standing under the laws of
the State of Pennsylvania.

         5.2  AUTHORITY.   Each of BFAC and Beasley License Co. has the full
right and authority to execute and deliver this Agreement, to perform their
obligations hereunder, and to consummate the transactions provided for herein.
All required corporate or partnership action with respect to BFAC and Beasley
License Co. has been taken to approve this Agreement and the transactions
contemplated hereby.  This Agreement has been duly executed and delivered by
BFAC and Beasley License Co. and constitutes the valid and binding obligation of
BFAC and Beasley License Co., enforceable against them in accordance with its
terms, except as such enforceability may be limited by bankruptcy and similar
laws affecting the rights of creditors generally and general principles of
equity.  Except as expressly provided in this Agreement or any Schedule hereto,
the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby and the performance by BFAC and Beasley License
Co. of this Agreement in accordance with its terms will not require the approval
or consent of or notice to any foreign, federal, state, county, local or other
governmental or regulatory body.

         5.3  NO BREACH OR VIOLATION.  Except as set forth on Schedule 5.3, the
                                                               ------------     
execution and delivery by BFAC and Beasley License Co. of this Agreement, the
consummation by BFAC and Beasley License Co. of the transactions contemplated
hereby, and compliance by BFAC and Beasley License Co. with the terms hereof, do
not and will not:

         (a)  violate or result in the breach of or contravene any of the terms,
     conditions or provisions of, or constitute a default under, BFAC's
     Certificate of Incorporation or Bylaws or Beasley License Co.'s partnership
     agreement, or any law, regulation, order, writ, injunction, decree,
     determination or award of any court, governmental department, board, agency
     or instrumentality, domestic or foreign, or any arbitrator, applicable to
     them or their assets and properties; or

         (b)  except for those consents listed in Schedule 5.3, result in
                                                  ------------           
     prohibited action under any term or provision of, the material breach of
     any term or provision of, the termination of, or the acceleration or
     permitting the acceleration of the performance required by the terms of, or
     constitute a default under or require the consent of any party to, any loan
     agreement, indenture, mortgage, deed of trust or other contract, agreement
     or

                                       9
<PAGE>
 
     instrument, to which BFAC and Beasley License Co. is a party or by which
     either is bound; or

         (c)  cause the suspension or revocation of any of the Licenses.

         5.4  APPROVALS.   Except for the consent of the FCC and the expiration
or early termination of the waiting period under the HSR Act (as defined in
SECTION 7.12), no authorizations, approvals or consents from any governmental or
regulatory authorities or agencies are necessary to permit Beasley to execute
and deliver this Agreement and to perform its obligations hereunder.

         5.5  NO LITIGATION.  Except as set forth on Schedule 5.5, there are no
                                                     ------------              
actions, suits, investigations or proceedings pending or, to the best of
Beasley's knowledge, threatened against or affecting the Assets, in any court or
before any arbitrator, or before or by any governmental department, commission,
bureau, board, agency or instrumentality, domestic or foreign, which, if
adversely determined, would impair or hinder the ability of Beasley to perform
its obligations hereunder or would impair the ability or right of Evergreen to
operate the Stations after the Closing in the manner heretofore operated by
Beasley.

         5.6  BROKERAGE.  Beasley has not dealt with any broker or finder in
connection with any of the transactions contemplated by this Agreement, and to
the best of Beasley's knowledge, no person is entitled to any commission or
finder's fee in connection with any of these transactions, except as set forth
in SECTION 6.6.

         5.7  TITLE TO AND CONDITION OF TANGIBLE PERSONAL PROPERTY.  Schedule
                                                                     --------
1.1 contains a list of all material items of Tangible Personal Property.  Except
- ---                                                                             
as specified on Schedule 5.7:
                ------------ 

         (a)  Beasley has good title to the Tangible Personal Property free and
     clear of all Liens, except for Permitted Liens;

         (b)  all of the Tangible Personal Property is in a good state of repair
     and operating condition subject to normal repair, maintenance and
     replacement;

         (c)  all of the technical equipment included in the Tangible Personal
     Property complies in all material respects with all applicable FCC rules
     and regulations, the Communications Act of 1934, as amended (the "Act"),
     and all other applicable laws, rules, regulations, and ordinances; and

         (d)  Beasley owns, directly or indirectly, all assets, properties,
     rights, franchises, claims and agreements of every kind and description
     used to conduct the business and operations of the Stations as they are
     presently conducted.

                                       10
<PAGE>
 
         5.8  TITLE TO AND CONDITION OF REAL PROPERTY.  Schedule 1.2 lists all
                                                        ------------          
of the Real Property used in the operation of the Stations and indicates whether
such property is owned or leased.  Beasley (or, as indicated on Schedule 1.2,
                                                                ------------ 
George G. Beasley) has good and marketable title, or valid and subsisting
leasehold interests, in and to the Real Property free and clear of all Liens
except for Permitted Liens or except as disclosed on Schedule 5.8.    Except as
                                                     ------------              
disclosed on Schedule 5.8, with respect to each leasehold or subleasehold
             ------------                                                
interest included in the Real Property, so long as Beasley fulfills its
obligations under the lease therefor, Beasley has enforceable rights to
nondisturbance and quiet enjoyment, and no third party holds any interest in the
leased premises with the right to foreclose upon Beasley's leasehold or
subleasehold interest. Except as disclosed on Schedule 5.8, all improvements on
                                              ------------                     
the Real Property are in compliance with applicable zoning and land use laws,
ordinances and regulations in all respects necessary to conduct the operation of
the Stations operating thereon as presently conducted, except for any instances
of noncompliance which do not and will not in the aggregate have a material
adverse effect on the owner or lessee, as the case may be, of such Real
Property.  Except as disclosed on Schedule 5.8, all such improvements are in
                                  ------------                              
good working condition and repair (ordinary wear and tear excepted), are
insurable at standard rates, and comply in all material respects with FCC rules
and regulations and all other applicable Federal, state and local statutes,
ordinances and regulations.  Except as disclosed on Schedule 5.8, all of the
                                                    ------------            
transmitting towers, ground radials, guy anchors, transmitter buildings and
related improvements located on the Real Property are located entirely on the
Real Property.  Beasley has no knowledge of any pending, threatened or
contemplated action to take by eminent domain or otherwise to condemn any part
of the Real Property.

          5.9  ENVIRONMENTAL MATTERS.  Except as disclosed on Schedule 5.9, to
                                                              ------------    
the best of Beasley's knowledge, all of the Real Property and assets conveyed in
this transaction, and any formerly owned or leased real property, is free of any
(a) waste or debris other than routine office waste; (b) reportable quantities
under Environmental Laws ("Reportable Quantities") of "hazardous waste" or
"hazardous substance" as defined by any currently applicable federal, state or
local environmental law (the "Environmental Laws"), including but not limited to
the Resource Conservation and Recovery Act as amended from time to time
("RCRA"), the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended from time to time ("CERCLA"), and regulations
promulgated thereunder; (c) substances the presence of which is prohibited by
any Environmental Law; and (d) Reportable Quantities of materials which, under
the Environmental Laws require special handling in collection, storage,
treatment or disposal. Except as disclosed on Schedule 5.9, to the best of
                                              ------------                
Beasley's knowledge, prior to the Closing Date there has been no release,
threatened release, disposal or arrangement for disposal or treatment of any
hazardous substance, hazardous waste or material that is regulated under any
Environmental Law, as a result of which Beasley has or may become liable to any
person, or by reason of which the Real Property and assets conveyed in this
transaction, and any formerly owned or leased real property, may suffer or be
subjected to any lien.  Except as disclosed on Schedule 5.9, to the best of
                                               ------------                
Beasley's knowledge, Beasley has not received any notice of alleged actual or
potential responsibility for, or any inquiry or investigation regarding, any
actual or threatened injury or damage to any person, property, natural resource
or the 

                                       11
<PAGE>
 
environment arising from or relating to any release, threatened release,
disposal or arrangement for disposal or treatment of any hazardous substance,
hazardous waste or material that is regulated under any Environmental Laws.
Without limiting the generality of the foregoing, except as disclosed on
Schedule 5.9, to the best of Beasley's knowledge, no equipment or installations
- ------------
on the Real Property contain PCBs or asbestos in quantities sufficient to
mandate the removal of such PCBs or asbestos in accordance with federal, state
or local government environmental standards or to warrant the imposition of any
penalty, civil or criminal, against Beasley. True, complete and correct copies
of Phase I environmental audits or assessments previously obtained by Beasley
with respect to the Real Property have been delivered to Evergreen.
Notwithstanding anything in this Agreement to the contrary, Beasley shall have
no liability under this Agreement to Evergreen for any matter arising under the
Environmental Laws except for breach of the representations set forth in this
Section.

         5.10  ASSUMED CONTRACTS.   Schedule 1.3 lists all of the Assumed
                                    ------------                         
Contracts (including Trade Agreements) in effect as of the date of this
Agreement, except for (a) Assumed Contracts for the sale of advertising time for
cash at prevailing rates, (b) Assumed Contracts entered into in the ordinary
course of business involving less than $25,000 per year in any individual
instance and less than $300,000 in the aggregate, and (c) Trade Agreements
involving commitments to provide air time having a value of less than $25,000 in
any individual instance and $100,000 in the aggregate.  Each Assumed Contract is
valid and binding (except to the extent that the invalidity or nonbinding nature
of any Assumed Contract would not have a material adverse effect on Beasley) and
is in full force and effect in accordance with its terms. Beasley has not
granted any material waivers of or forebearances under the Assumed Contracts,
and, to the best of Beasley's knowledge, no third party is in material default
in the performance of any of its obligations under any such Assumed Contract,
and no event or circumstance has occurred, which, with the giving of notice or
the lapse of time or both, would constitute a material default by Beasley under
any Assumed Contract.  Except for those consents listed on Schedule 5.3, no
                                                           ------------    
consents of any third party are necessary to permit the assignment by Beasley of
the Assumed Contracts to Evergreen and such assignment will not affect the
validity or enforceability of any such Assumed Contract or cause any material
change in the substantive terms thereof.

         5.11  PERSONNEL.

     (a) Schedule 5.11 contains a true and complete list of all employees
         -------------                                                   
of the Stations, their job descriptions, dates of hire and salary as of the date
of this Agreement.  All Employee Plans and Compensation Arrangements (as defined
below) are listed in Schedule 5.11, and complete and accurate copies of any such
                     -------------                                              
written Employee Plans and Compensation Arrangements (or related insurance
policies) have been furnished to Evergreen, along with copies of any employee
handbooks or similar documents describing such Employee Plans and Compensation
Arrangements.  Schedule 5.11 also includes a description of any unwritten
               -------------                                             
Employee Plans or Compensation Arrangements.

                                       12
<PAGE>
 
         (b) Each Employee Plan and Compensation Arrangement has been
administered in compliance with its own terms and in material compliance with
the provisions of the Employee Retirement Income Security Act of 1974, as
amended, any successor thereto and any regulations promulgated thereunder
("ERISA"), the Code, the Age Discrimination in Employment Act and any other
applicable Federal or state laws.  Beasley is not aware of any pending
governmental audit or examination of any Employee Plan or Compensation
Arrangement or of any facts which would lead it to believe that any such audit
or examination is threatened.  There exists no action, suit or claim (other than
routine claims for benefits) with respect to any Employee Plan or Compensation
Arrangement pending or, to the best of Beasley's knowledge, threatened against
any of such plans or arrangements, and Beasley possesses no knowledge of any
facts which could give rise to any such action, suit or claim.

         (c) Beasley does not contribute to and is not required to contribute
to any Multi-Employer Plan with respect to the employees of the Stations, and
neither Beasley nor any other trade or business under common control with
Beasley (within the meaning of Sections 414(b), (c), (m) or (o) of the Code) has
incurred or reasonably expects to incur any "withdrawal liability," as defined
under Section 4201 et seq. of ERISA.
                   -- ---           

         (d) Except as described in Schedule 5.11, neither Beasley nor any
                                    -------------                         
other trade or business under common control with Beasley (within the meaning of
Sections 414(b), (c), (m) or (o) of the Code) sponsors, maintains or contributes
to any Employee Plan or Compensation Arrangement that provides retiree medical
or retiree life insurance coverage to employees of Beasley at the Stations upon
their retirement.

         (e) Except as described in Schedule 5.11, with respect to each
                                    -------------                      
Employee Plan and, to the extent applicable, each Compensation Arrangement:  (i)
each Employee Plan that is intended to be tax-qualified, and each amendment
thereto, is the subject of a favorable determination letter, and no plan
amendment that is not the subject of a favorable determination letter would
affect the validity of an Employee Plan's letter and no event has occurred since
the date of such letter which would adversely affect the qualified status of
such plan; (ii) no prohibited transaction, within the definition of section 4975
of the Code or Title 1, Part 4 of ERISA, has occurred which would subject
Beasley to any liability that could become a liability of Evergreen; and (iii)
all contributions, premiums or payments accrued, in whole or in part, under each
Employee Plan or Compensation Arrangement or with respect thereto as of the
Closing will be paid by Beasley prior to the Closing.

         (f) For purposes of this Section, the following terms shall have the
meaning indicated: (i) "Employee Plan" shall mean any pension, profit-sharing,
deferred compensation, vacation, bonus, incentive, medical, vision, dental,
disability, life insurance or any other employee benefit plan as defined in
Section 3(3) of ERISA to which Beasley or any entity related to Beasley (under
the terms of Section 414(b), (c), (m) or (o) of the Code) contributes or which
Beasley or any entity related to Beasley (under the terms of Section 414(b),
(c), (m) or (o) of the Code) sponsors, maintains or otherwise is bound which
provides benefits to persons employed or

                                       13
<PAGE>
 
previously employed at the Stations; (ii) "Compensation Arrangement" shall mean
any plan or compensation arrangement other than an Employee Plan, whether
written or unwritten, which provides to persons employed or previously employed
at the Stations any compensation or other benefits, whether deferred or not, in
excess of base salary or wages, including, but not limited to, any bonus or
incentive plan, stock rights plan, deferred compensation arrangement, life
insurance, stock purchase plan, severance pay plan and any other employee fringe
benefit plan; and (iii) "Multi-employer Plan" means a plan, as defined in ERISA
Section 3(37), to which Beasley or any entity related to Beasley (under the
terms of Section 414(b), (c), (m) or (o) of the Code) now or at any time
contributes or is or was  required to contribute.

         5.12  LABOR RELATIONS.  Beasley is not a party to or subject to any
collective bargaining agreements with respect to the Stations, except as
disclosed on Schedule 1.3.  Beasley has no written or oral contracts of
             ------------                                              
employment with any employee of the Stations, other than those listed in
Schedule 1.3.  Beasley has complied in all material respects with all laws,
- ------------                                                               
rules, and regulations relating to the employment of labor, including those
related to wages, hours, collective bargaining, occupational safety,
discrimination, and the payment of social security and other payroll related
taxes, and it has not received any written notice alleging that it has failed to
comply in any material respect with any such laws, rules, or regulations.  No
controversies, disputes, or proceedings are pending or, to the best of Beasley's
knowledge, threatened, between it and any employee (singly or collectively) of
the Stations.  No labor union or other collective bargaining unit represents or
claims to represent any of the employees of the Stations.  There is no union
campaign being conducted to represent employees of the Stations or to solicit
cards from employees to authorize a union to request a National Labor Relations
Board certification election with respect to any employees at the Stations.

         5.13  LICENSES.  Schedule 1.4 accurately and completely lists all
                          ------------                                    
material authorizations, licenses, permits and franchises of any private entity
or public or governmental body granted or assigned to Beasley with respect to
the Stations.  All of the Licenses are validly issued and in full force and
effect and Beasley has full power and authority to operate the Stations
thereunder.  Beasley holds all authorizations, licenses, permits and franchises
necessary to enable it to conduct its business of operating the Stations in all
material respects as presently conducted.

         5.14  INTANGIBLE ASSETS.  Other than as set forth on Schedule 1.5,
                                                              ------------ 
there are no material patents, patent applications, trademarks, trade names,
service marks, copyright registrations or copyright applications licensed or
used by or registered in the name of Beasley which apply to the Stations.  To
the best of its knowledge, Beasley owns all right and interest in, and right and
authority to use in connection with the conduct of the business of the Stations
as presently conducted, free and clear of all Liens and without infringing on
the rights of any party, all of the Intangible Assets.  To the best of Beasley's
knowledge, there are no outstanding or threatened judicial or adversary
proceedings with respect to the Intangible Assets.

                                       14
<PAGE>
 
         5.15  COMPLIANCE WITH LAWS.  Beasley has all licenses, permits or
other authorizations of governmental, regulatory or administrative agencies
required to conduct its business with respect to the Stations in all material
respects as currently conducted. No judgment, decree, order or notice of
violation has been issued by any agency or authority which permits, or would
permit, revocation, modification or termination of any governmental permit,
license or authorization or which results or could result in any material
impairment of any rights thereunder. With respect to the Stations, Beasley is in
material compliance with all applicable federal, state, local or foreign laws,
regulations, statutes, rules, ordinances, directives and orders and any other
requirements of any governmental, regulatory or administrative agency or
authority or court or other tribunal applicable to it.

         5.16  FCC COMPLIANCE; PENDING APPLICATIONS.   Except as shown on
Schedule 5.16, the Stations have been operated at all times by Beasley in
- -------------                                                            
material accordance with the terms of the FCC Licenses, the Act and all
applicable rules, regulations and policies of the FCC. Beasley has timely filed
or made all applications, reports, and other disclosures required by the FCC to
be filed or made with respect to the Stations.  The FCC Licenses are valid and
in full force and effect.  Except as shown on Schedule 5.16, no application,
                                              -------------                 
action or proceeding is pending for the renewal or modification of any of the
FCC Licenses and, to the best of Beasley's knowledge, there is not now issued or
outstanding any investigation or material complaint against Beasley at the FCC
as of the date of this Agreement relating to the Stations.  Except as disclosed
on Schedule 5.16, there is no proceeding pending at the FCC, and there is no
   -------------                                                            
outstanding notice of violation from the FCC, as of the date of this Agreement
relating to the Stations.  All fees payable to governmental authorities pursuant
to the FCC Licenses, including FCC annual regulatory fees, have been paid and no
event has occurred which, individually or in the aggregate, and with or without
the giving of notice or the lapse of time or both, would constitute grounds for
revocation thereof or would have a material adverse effect on the business or
financial condition of the Stations.

         5.17  FINANCIAL STATEMENTS.  Schedule 5.17 contains true and complete
                                      -------------                           
copies of the unaudited month-to-month statements of income and expenses of the
Stations for May through December 1994, January through December 1995, and
January through July 1996 (the "Financial Statements").  The Financial
Statements were prepared in accordance with the books and records of Beasley in
conformity with generally accepted accounting principles consistent with past
practices (except for normal year-end adjustments and the absence of footnotes,
provided that no such footnote would disclose facts or circumstances that,
individually or in the aggregate, would materially alter the results reported in
such Financial Statements) and fairly present the results of operations of the
Stations for the respective periods covered thereby.
 
         5.18  CONDUCT OF BUSINESS IN ORDINARY COURSE.  Between December 31,
1995 and the date hereof, Beasley has conducted the business and operations of
the Stations only in the ordinary course and substantially consistent with past
practice and has not:

                                       15
<PAGE>
 
         (a) suffered any material adverse change in the business, assets,
     properties, financial condition or prospects of Beasley pertaining to the
     Stations, including any damage, destruction or loss affecting the Assets;
     or

         (b) made any sale, assignment, lease or other transfer of any of
     Beasley's properties used in connection with the Stations other than in the
     ordinary course of business and consistent with past practices.

         5.19  TAXES.  Beasley has filed or caused to be filed all federal
income tax or informational returns and all other federal, state, county, local,
or city tax or informational returns which are required to be filed, and Beasley
has paid or caused to be paid all taxes as shown on those returns or on any tax
assessment received by Beasley to the extent that such taxes have become due, or
has set aside on its books adequate reserves (segregated to the extent required
by generally accepted accounting principles) with respect thereto.  There are no
governmental investigations or other legal, administrative, or tax proceedings
pending, or to the best of Beasley's knowledge, threatened pursuant to which
Beasley is or could be made liable for any taxes, penalties, interest, or other
charges, the liability for which could extend to Evergreen as transferee of the
business of the Stations, and no event has occurred that could impose on
Evergreen any transferee liability for any taxes, penalties, or interest due or
to become due from Beasley.

         5.20  INSURANCE.  The insurable properties relating to the business of
the Stations and the conduct of the business of the Stations are, and will be
until the Closing Date, in the reasonable judgment of Beasley, adequately
insured.

         5.21  BULK SALES.  The provisions of the Bulk Sales laws of the State
of Pennsylvania do not apply to the transfer of the Assets in accordance with
the terms of this Agreement.

         5.22  ACCURACY OF INFORMATION FURNISHED.  No statement by Beasley
contained in this Agreement or in any Schedule or Exhibit hereto contains any
material untrue statement of a material fact.

         5.23  DEFINITION OF KNOWLEDGE.  For the purposes of this Agreement,
"to the best of Beasley's knowledge" or any similar formulation thereof means to
the actual knowledge of George G. Beasley, B. Caroline Beasley, Bruce G. Beasley
and Brian E. Beasley after due inquiry in the respective areas of their
responsibility.

     6. REPRESENTATIONS AND WARRANTIES OF EVERGREEN. Evergreen hereby represents
and warrants to Beasley as follows.

         6.1  ORGANIZATION; GOOD STANDING.   Evergreen (a) is a corporation,
duly incorporated, validly existing and in good standing under the laws of the
State of Delaware; and (b) on or prior to the Closing Date will be qualified to
do business as a foreign corporation under the laws of the State of
Pennsylvania.

                                       16
<PAGE>
 
         6.2  AUTHORITY.  Evergreen has the full right and authority to execute
and deliver this Agreement, to perform its obligations hereunder, and to
consummate the transactions provided for herein.  All required corporate action
with respect to Evergreen has been taken to approve this Agreement and the
transactions contemplated hereby.  This Agreement has been duly executed and
delivered by Evergreen and constitutes its valid and binding obligation,
enforceable against it in accordance with its terms, except as such
enforceability may be limited by bankruptcy and similar laws affecting the
rights of creditors generally and general principles of equity.  Except as
expressly provided in this Agreement or any Schedule hereto, the execution and
delivery of this Agreement, the consummation of the transactions contemplated
hereby and the performance by Evergreen of this Agreement in accordance with its
terms will not require the approval or consent of or notice to any foreign,
federal, state, county, local or other governmental or regulatory body.

         6.3  NO BREACH OR VIOLATION.  Except as set forth on Schedule 6.3,
                                                              ------------ 
Evergreen's execution and delivery of this Agreement, its consummation of the
transactions contemplated hereby, and its compliance with the terms hereof, do
not and will not:

         (a) violate or result in the breach of or contravene any of the terms,
     conditions or provisions of, or constitute a default under, its Certificate
     of Incorporation or Bylaws, or any law, regulation, order, writ,
     injunction, decree, determination or award of any court, governmental
     department, board, agency or instrumentality, domestic or foreign, or any
     arbitrator, applicable to it or its assets and properties; or

         (b) except for those consents listed in Schedule 6.3, result in
                                                 ------------           
     prohibited action under any term or provision of, the material breach of
     any term or provision of, the termination of, or the acceleration or
     permitting the acceleration of the performance required by the terms of, or
     constitute a default under or require the consent of any party to, any loan
     agreement, indenture, mortgage, deed of trust or other contract, agreement
     or instrument, to which Evergreen is a party or by which it is bound.

         6.4  APPROVALS.   Except for the consent of the FCC and the expiration
or early termination of the waiting period under the HSR Act (as defined in
SECTION 7.12), no authorizations, approvals or consents from any governmental or
regulatory authorities or agencies are necessary to permit Evergreen to execute
and deliver this Agreement and to perform its obligations hereunder.

         6.5  NO LITIGATION.  Except as set forth on Schedule 6.5, there are no
                                                     ------------              
actions, suits, investigations or proceedings pending or, to the best of
Evergreen's knowledge, threatened against Evergreen, in any court or before any
arbitrator, or before or by any governmental department, commission, bureau,
board, agency or instrumentality, domestic or foreign, which, if 

                                       17
<PAGE>
 
adversely determined, would impair or hinder the ability of Evergreen to perform
its obligations hereunder.

         6.6  BROKERAGE.  Evergreen has not dealt with any broker or finder in
connection with any of the transactions contemplated by this Agreement other
than Star Media Group, Inc., and, to the best of Evergreen's knowledge, no other
person is entitled to any commission or finder's fee in connection with any of
these transactions.  Evergreen shall be solely responsible for all amounts due
to Star Media Group, Inc., as a result of the transactions contemplated by this
Agreement.

         6.7  FCC QUALIFICATIONS.  To the best of its knowledge, Evergreen is
qualified legally, financially and otherwise to become the assignee of the FCC
Licenses, under the Act and the rules and regulations of the FCC as in effect on
the date of this Agreement except as set forth on Schedule 6.7.
                                                  ------------ 

         6.8  ACCURACY OF INFORMATION FURNISHED.  No statement by Evergreen
contained in this Agreement or in any Schedule or Exhibit hereto contains any
material untrue statement of a material fact.

         6.9  DEFINITION OF KNOWLEDGE.  For the purposes of this Agreement, "to
the best of Evergreen's knowledge" or any similar formulation thereof means to
the actual knowledge of Scott K. Ginsburg and Matthew Devine after due inquiry
in the respective areas of their responsibility.

     7. COVENANTS OF THE PARTIES. The parties hereby covenant to each other as
follows.

         7.1  FCC APPLICATION; DIVESTITURE COMMITMENT.  (a) The parties
acknowledge that affiliates of Evergreen have entered into agreements to acquire
a number of radio stations serving the Philadelphia area that, when combined
with the radio stations now licensed to affiliates of Evergreen and the Station,
would cause Evergreen to be in violation of Section 73.3555 of the FCC's rules
(absent a waiver of those rules).   The parties further acknowledge that the
FCC's consent to the FCC Application (as defined below) may contain a condition
requiring Evergreen to divest its interest in an FM radio station in the
Philadelphia market (the "6th FM") prior to the Closing and that Evergreen's
obligation to close shall be conditioned on the satisfaction of such a
divestiture condition.  In order to ensure that Evergreen can meet such a
condition, prior to the filing of the FCC Application Evergreen shall agree to
assign the 6th FM to a trustee (the "Trustee") pursuant to a trust agreement
that satisfies the FCC's multiple ownership rules and policies, including the
cross-interest policy, then in effect.  In the event that Evergreen's
acquisition of the Stations would not comply with the FCC's multiple ownership
rules and policies, including the cross-interest policy, by the Closing Date,
Evergreen shall assign, subject to receipt of the FCC's grant of the Trustee
Application (as defined below), the 6th FM to the Trustee on the Closing Date in
order to effectuate the Closing under this Agreement.

                                       18
<PAGE>
 
         (b) Within fifteen (15) business days after the date of this Agreement,
the parties shall file an application with the FCC requesting consent to the
assignment of the FCC Licenses to Evergreen (the "FCC Application") and
Evergreen shall file an application with the FCC requesting the consent to the
assignment of the FCC authorizations for the 6th FM to the Trustee (the "Trustee
Application," and together with the FCC Application, the "Applications").
Beasley and Evergreen shall cooperate with each other in the preparation and
filing of the FCC Application, and the parties shall prosecute the Applications
in good faith and with due diligence. Should Beasley or Evergreen become aware
of facts which could reasonably be expected to affect or delay in a material and
adverse manner, the FCC's grant of its consent to the Applications, such party
shall promptly notify the other party in writing and in accordance with the
notice provisions set forth in SECTION 15. If the Closing shall not have
occurred for any reason within the original effective period of the consent of
the FCC to the FCC Application, and neither party shall have terminated this
Agreement under SECTION 10, the parties shall jointly request extensions of the
effective period of such FCC consent. Beasley and Evergreen shall each pay one-
half of the FCC filing fees required to be submitted with the FCC Application.
Evergreen shall pay all FCC filing fees required to be submitted with the
Trustee Application.

         7.2  CONDUCT OF BUSINESS.   Prior to the Closing, Beasley shall
conduct the business and operations of the Stations in the ordinary course of
business, consistent with current practice. Without limiting the generality of
the foregoing, Beasley agrees that, except as required or contemplated by this
Agreement or otherwise consented to or approved by the other party in writing,
during the period commencing on the date of this Agreement and ending on the
Closing Date, Beasley will:

         (a) maintain the records relating to the business of the Stations in
     the usual, regular and ordinary manner, comply in all material respects
     with all laws and contractual obligations applicable to such Stations or to
     the conduct of the business of such Stations and perform all material
     obligations relating to the business of such Stations;

         (b) operate the Stations in conformity with the FCC Licenses, any
     special temporary authority or program test authority, the Act and the
     rules and regulations of any other governmental entity with jurisdiction
     over such Stations, and take all actions necessary to maintain the FCC
     Licenses for such Stations;

         (c) refrain from changing the frequency or format of the Stations
     except to the extent required by the rules and regulations of the FCC;

         (d) refrain from making any material changes in studios or other
     structures of the Stations except as required under this Agreement;

         (e) refrain from making any material changes in the broadcast hours or
     in the percentage or types of programming broadcast by the Stations, or any
     other material changes in such Station's programming policies, except such
     changes as in the good faith judgment of such party are required by the
     public interest;

                                       19
<PAGE>
 
         (f) notify Evergreen promptly if any Station's normal broadcast
     transmissions are interrupted or impaired for a period of two (2) hours or
     more for a period of five (5) consecutive days or for seven (7) days within
     any thirty (30) day period (except for normal maintenance) or for a period
     of six (6) continuous hours or more;

         (g) not dispose of any of the Assets (other than for the disposition
     in the ordinary course of business, consistent with past practice, of
     immaterial assets or of assets that are of no further use to such
     Stations);

         (h) maintain all of the Assets in good condition (ordinary wear and
     tear excepted);
 
         (i) maintain inventories of spare parts and expendable supplies at
     levels consistent with past practices;

         (j) not create, assume or permit to exist any Lien upon the Assets,
     except for Permitted Liens;

         (k) not waive any material right relating to the Stations or any of the
     Assets;
 
         (l) maintain the existing insurance policies or comparable insurance
     policies on the Stations and the Assets;

         (m) consistent with past personnel practices, use its reasonable
     efforts to maintain the employment at the Stations and renew the existing
     employment contracts of the current employees of such Stations;

         (n) not modify or change in any material respect any contract listed or
     required be listed on Schedule 1.3;
                           ------------

         (o) not renew or enter into any contract required to be or that would
     be required to be listed on Schedule 1.3, other than (i) contracts
     involving payments of less than $25,000 in any one instance (but no more
     than $100,000 in the aggregate for all such contracts) and having a term of
     less than one year, (ii) contracts that are terminable at will without
     penalty to Evergreen on or after the Closing, or (iii) the pending
     contracts listed on Schedule 7.2;
                         ------------ 
         (p) not increase or agree to increase the compensation, bonuses or
     other benefits for any employee of the Stations by more than five percent,
     except (i) as provided in Schedule 7.2 or (ii) in the ordinary course of
                               ------------                                  
     business consistent with past practices at such Stations or as may be
     required under the Assumed Contracts disclosed as of the date of this
     Agreement; and

                                       20
<PAGE>
 
         (q) timely make all required payments under any contract to be assumed
     pursuant to this Agreement and otherwise pay all liabilities and satisfy
     all obligations in accordance with past practice.

If Beasley requests consent to modify, change, renew or enter into a contract in
accordance with the notice provisions of SECTION 15 hereof, Evergreen shall
respond within 5 business days of receipt of such request or be deemed to have
granted the requested consent.

         7.3  NO SOLICITATION OF THIRD PARTIES OR EMPLOYEES.

         (a) Between the date of this Agreement and the Closing, neither
Beasley nor any of its subsidiaries, directors, officers, employees,
representatives or agents shall, directly or indirectly, solicit or initiate
inquiries or proposals from, or enter into any agreement with respect to, or
provide any confidential information to or participate in any discussions or
negotiations with, any corporation, partnership, person or other entity or group
concerning any sale to such party of all or substantially all of the assets of
the Stations (whether directly or through a merger or sale of stock of Beasley).
Beasley will immediately cease and cause to be terminated any existing
activities, discussions or negotiations with any third parties conducted
heretofore with respect to any of the foregoing.

         (b) For a period of one (1) year from the Closing Date, and except for
the individuals listed on Schedule 7.3, neither Beasley nor any of its
                          ------------                                
subsidiaries, directors, officers, employees, representatives or agents, shall
directly or indirectly solicit for hire or hire any person who was employee of
the Stations between the date hereof and the Closing Date.

         7.4  ACCESS; CONFIDENTIALITY; PUBLICITY.

         (a)   Prior to the Closing, Beasley shall give to Evergreen and its
representatives full and reasonable access during normal business hours to all
of Beasley's properties, books, contracts, drafts of Phase I environmental
audits or assessments in Beasley's possession or under its control (any
disclosure of which shall not alter Beasley's representation under SECTION 5.9),
reports and records, including financial information and accountants' workpapers
(to which Evergreen shall also have reasonable access after the Closing),
relating to the Stations, in order that Evergreen may have full opportunity to
make such investigation as it desires of the Stations, and Beasley shall furnish
Evergreen with such information as Evergreen may reasonably request in
connection therewith.  The rights of Evergreen under this Section shall not be
exercised in such a manner as to interfere unreasonably with the business of
Beasley or the Stations.  Evergreen will not communicate with any employee of
Beasley without the prior approval of Beasley, which approval shall not be
unreasonably withheld.  Such communication will only concern the events or
matters of which Beasley has approved and will occur only in the presence of one
(1) or more management employees of Beasley or one (1) or more of Beasley's
delegates, unless Beasley approves in writing otherwise.

                                       21
<PAGE>
 
         (b) Evergreen shall keep, and cause its agents, attorneys, employees
and representatives to keep, confidential all information obtained by it with
respect to the Stations in accordance with the Confidentiality Agreement dated
April 29, 1996, between Evergreen Media Corporation and Beasley Broadcast Group,
which agreement is hereby incorporated by reference. The obligations of the
parties under this SECTION 7.4(B) shall survive either the Closing or the
termination of this Agreement.

         (c) Prior to the Closing, no news release or other public announcement
pertaining to the transactions contemplated by this Agreement will be made by or
on behalf of any party hereto without the prior written approval of the other
parties (such consent not to be unreasonably withheld or delayed) unless
otherwise required by law or any regulation or rule of any stock exchange
binding upon such party.  Where any announcement, communication or circular
concerning the transactions contemplated by this Agreement is required by law or
any regulation or rule of any stock exchange, it shall be made by the relevant
party after consultation, where reasonably practicable, with the other parties
and taking into account the reasonable requirements (as to timing, contents and
manner of making or dispatch of the announcement, communication or circular) of
the other party.

         7.5  INCONSISTENT ACTIONS.  Prior to the Closing, neither Beasley nor
Evergreen shall take any action which is materially inconsistent with its
obligations under this Agreement, or that could hinder or delay the consummation
of the transactions contemplated by this Agreement.

         7.6  COOPERATION.  Each party shall cooperate fully with each other
and their respective counsel and accountants in connection with any actions
required to be taken as part of their obligations under this Agreement, and each
party will use its best efforts to consummate the transactions contemplated
hereby and to fulfill its obligations hereunder, including without limitation,
the manner in which the Purchase Price is to be paid and the assets are
transferred through a qualified intermediary under applicable Treasury
Regulations.

         7.7  CONTROL OF THE STATIONS.  Prior to Closing, Evergreen shall not
directly or indirectly, control, supervise, or direct, or attempt to control,
supervise or direct the operations of the Stations.  Those operations, including
complete control and supervision of all Station programs, employees, and
policies, shall be the sole responsibility of Beasley.

         7.8  RISK OF LOSS.  The risk of any loss, damage, impairment,
confiscation, or condemnation of any of the Assets from any cause whatsoever
shall be borne by Beasley at all times prior to the Closing.  If any loss,
damage, impairment, confiscation, or condemnation of or to any of the Assets
occurs, Beasley shall repair or replace such assets (the "Damaged Assets") to
their prior condition as represented in this Agreement as soon thereafter as
possible; provided, however, that Beasley shall have no  obligation to repair or
replace any immaterial or obsolete asset no longer necessary or useful for the
continued operation of a Station consistent with past practice.  If Beasley is
unable to repair or replace the Damaged Assets by the date on which the Closing
would otherwise occur under this Agreement, then Evergreen may elect either (a)
to 

                                       22
<PAGE>
 
consummate the transactions contemplated by this Agreement on such date, in
which event Beasley shall reimburse all reasonable costs incurred by Evergreen
in repairing or replacing the Damaged Assets after the Closing, or (b) to delay
the Closing until a date within fifteen (15) days after Beasley gives written
notice to Evergreen of the completion of the repair or replacement of the
Damaged Assets, but in no event beyond the Upset Date (as defined in SECTION
10.1).

         7.9  THIRD PARTY CONSENTS.  Between the date of this Agreement and the
Closing, Beasley and Evergreen shall use their respective reasonable efforts to
obtain the consent of any third party necessary for the assignment of any
contract or agreement to be assigned hereunder.  In the event a consent or
waiver required with respect to the assignment of a contract has not been
obtained before the Closing, Beasley shall use its reasonable best efforts to
provide Evergreen with the benefits of any such contract, including without
limitation, permitting Evergreen to enforce any rights of Beasley under such
contract.

         7.10  TITLE INSURANCE AND SURVEYS.

         (a) Title Insurance on Fee Property.   Within sixty (60) days of the
             -------------------------------                                 
date of this Agreement, Beasley shall obtain and deliver to Evergreen, at
Evergreen's expense, with respect to the Real Property a commitment for an ALTA
Owners's Policy of Title Insurance Form B-1987 (or equivalent) (the "Title
Commitment"), issued by a title insurer reasonably satisfactory to Evergreen in
an amount equal to the fair market value of the Real Property and any
improvements thereon (as reasonably determined by Evergreen), insuring title to
Real Property in the name of Evergreen as of the Closing.

         (b) Surveys.  With respect to each parcel of Real Property as to which
             -------                                                           
a Title Commitment is procured pursuant to this Agreement, Beasley shall also
procure and deliver to Evergreen, at Beasley's expense, a current survey of the
Real Property, prepared by a licensed surveyor, reasonably satisfactory to
Evergreen, and conforming to current ALTA Minimum Detail Requirements for Land
Title Surveys, disclosing the location of all improvements, easements, party
walls, sidewalks, roadways, utility lines, and other matters customarily shown
on such surveys, and showing access affirmatively to public streets and roads
(the "Survey").

         (c) General Requirements as to Title Insurance Policies.  Each Title
             ---------------------------------------------------             
Commitment obtained by Beasley pursuant to this Agreement shall (1) insure title
to the Real Property described in the policy and all recorded easements
benefiting the Real Property, (2) contain an "extended coverage endorsement'
insuring over the general exceptions customarily contained in title policies,
(3) contain an endorsement insuring that the Real Property described in the
policy is the same real estate shown in the Survey delivered with respect to
such property, (4) contain a "contiguity" endorsement with respect to the Real
Property consisting of more than one record parcel, and (5) not subject to any
survey exception except as disclosed on the Survey.

         (d) Objectionable Exceptions.  Within 15 business days of receipt of
             ------------------------                                        
the Title Commitment and Survey from Beasley, Evergreen shall give Beasley
notice of any exceptions to title in the Title Commitment or matters revealed by
the Survey that Evergreen finds 

                                       23
<PAGE>
 
objectionable (the "Objectionable Exceptions"). If Evergreen fails to give such
notice in a timely manner, Evergreen shall be deemed to have accepted all title
exceptions reported in the Title Commitment or matters revealed by the Survey
other than the Objectionable Exceptions expressly set forth in the notice.

         (e) Removal of Objectionable Exceptions.  Beasley shall cure or remove
             -----------------------------------                               
any Objectionable Exception within 45 days from the date of Evergreen's notice;
provided, however, that if Beasley reasonably determines that the cost of
- --------  -------                                                        
removing such Objectionable Exception would exceed $100,000 or that Beasley will
be unable to cure or remove an Objectionable Exception within such 45-day
period, then Beasley shall notify Evergreen within 15 days after such
determination, whereupon Evergreen shall have the right, exercisable by written
notice given to Beasley within 15 business days after receipt of Beasley's
notice, to elect (i) to agree to accept the real property covered by such Title
Commitment, subject to such of the Objectionable Exceptions, together with a
payment of $100,000, or (ii) to terminate this Agreement.  If Evergreen fails to
elect option (i) or (ii) above, then Evergreen shall be deemed to have elected
option (i).

         (f) Exclusions from Objectionable Exceptions.   Notwithstanding the
             ----------------------------------------                       
foregoing, none of the following shall constitute an Objectionable Exception:
(i) the preprinted or standard exceptions on the current ALTA owner's form; (ii)
Permitted Liens; (iii) any matters disclosed in Schedule 5.8; and (iv) Liens
                                                ------------                
that do not materially adversely affect the continued use of such real property
as now used; provided, however, that any Lien securing a monetary obligation
             --------  -------                                              
(other than such Lien arising under a contract assumed pursuant to SECTION 1.4)
shall be deemed an Objectionable Exception whether or not Evergreen gives
written notice of such, and shall be removed by Beasley at or before the
Closing.

         (g) Phase I Environmental Audit.  Within sixty (60) days after the
             ---------------------------                                   
date of this Agreement, Evergreen may cause a Phase I environmental audit of the
Real Property (the "Environmental Audit") to be completed.

         (h) Environmental Remediation.   Evergreen shall provide Beasley with
             -------------------------                                        
a copy of the Environmental Audit within fifteen (15) business days of its
receipt by Evergreen and at the same time shall give Beasley notice of any
matter disclosed by such environmental audit that requires remediation under the
Environmental Laws.  Beasley shall be required to complete such remediation
within a period of forty-five (45) days from the date of Evergreen's notice;
provided, however, that if Beasley reasonably determines the cost of such
required remediation (including post-remediation monitoring and reporting) would
exceed $100,000 or that Beasley will be unable to complete the remediation
within such 45-day period, Beasley may give notice to Evergreen within fifteen
(15) business days after such determination.  Within 15 business days after
receipt of such notice from Beasley, Evergreen shall give Beasley notice of
Evergreen's election of one of the following:  (i) to accept the Real Property,
subject to the matters disclosed in the Environmental Audit, together with a
payment from Beasley of $100,000; (ii) to terminate this Agreement.  If
Evergreen fails to elect option (i) or (ii) above, then Evergreen shall be
deemed to have elected option (i).   Notwithstanding the foregoing, none 

                                       24
<PAGE>
 
of the matters disclosed in Schedule 5.9 shall constitute matters that require
                            ------------
remediation under the Environmental Laws.

         (i) Nothing in this SECTION 7.10 shall be deemed to extend the Closing
Date.

         7.11 EMPLOYEE MATTERS.

         (a) At the Closing, Evergreen shall offer employment to all of the
employees of the Stations except for those employees listed on Schedule 7.11
                                                               -------------
(which shall be completed and delivered at least 30 days prior to the Closing).
Employees who continue employment with Evergreen on or after the Closing Date
are referred to herein as the "Transferred Employees". The initial terms and
conditions of the employment of the Transferred Employees shall be at-will
employment in at least the same positions, for at least the same direct cash
compensation, as prior to the Closing; provided, however, that Evergreen shall
                                       --------  -------                      
comply with the terms of any Assumed Contract relating to any Transferred
Employee that is expressly assumed or required to be assumed hereunder.
Evergreen shall provide the Transferred Employees with employee benefit plans
substantially comparable to those currently provided to Evergreen's other
employees; provided, however, that Evergreen shall have no obligation to provide
           --------  -------                                                    
immediate medical coverage for pre-existing conditions, except as otherwise
provided by law.

         (b) Evergreen will assume responsibility for any accrued but unused
vacation of all Transferred Employees and shall allow such employee to use such
accrued vacation; provided, however, that Evergreen may disallow such employee
                  --------  -------                                           
from taking such accrued vacation in accordance with Evergreen's policies
provided that, in such event, Evergreen shall pay in cash to each such employee
an amount equal to such vacation time in accordance with the applicable vacation
policy.  As part of the proration process described in SECTION 4.3, Beasley
shall make a payment to Evergreen equal to the value of the accrued but unused
vacation entitlements of all Transferred Employees.  Evergreen shall not assume
any obligations under any sick leave or severance policy of Beasley, except for
obligations set forth in the Assumed Contracts assumed or required to be assumed
hereunder.

         (c) Beasley and Evergreen agree that, pursuant to the "Alternative
Procedure" provided in Section 5 of the Revenue Procedure 87-77, 1984-2 C.B.
753, (i) Evergreen shall report on a predecessor/successor basis as set forth
therein, (ii) Beasley shall be relieved from filing a Form W-2 with respect to
any employee who becomes employed by Evergreen, and (iii) Evergreen shall
undertake to file a W-2 for Beasley for the year that includes the Closing Date
(including the portion of such year that such employee was employed by Beasley.
Beasley agrees to provide Evergreen with all payroll and employment related
information with respect to each employee who becomes employed by Evergreen
pursuant to this Agreement.

         (d) Evergreen agrees to prepare for Beasley and, where permitted, to
file on Beasley's behalf any federal, state or local employment-related tax
reports or information reports (including Internal Revenue Service Forms W-2, W-
3, 940, 941, 1042, 1042S, 1096 and 1099) that Beasley may be required to file
following the Closing Date (but that were not due to be filed 

                                       25
<PAGE>
 
on or prior to the Closing Date) for each employee of Beasley who becomes
employed by Evergreen pursuant to this Agreement with respect to any employment
period on or before the Closing Date.

         (e) No provisions of this Agreement shall create any third party
beneficiary rights of any employee or former employee (including any beneficiary
or dependent thereof) of Beasley in respect of continued employment (or resumed
employment) with Evergreen or with Beasley or in respect of any other matter.

         7.12  COMPLIANCE WITH HSR ACT.  If the transactions contemplated by
this Agreement are subject to the filing requirements of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), or the approval
by the U.S. Federal Trade Commission (the "FTC") and the Antitrust Division of
the U.S. Department of Justice (the "DOJ"), Beasley and Evergreen will (a) each
make such filings as are required under Title II of the HSR Act as soon as
practicable but in no event later than fifteen (15) business days following the
date hereof, (b) otherwise promptly comply with the applicable requirements
under the HSR Act, including furnishing all information and filing all documents
required thereunder, (c) furnish to each other copies of those portions of the
documents filed which are not confidential, and (d) cooperate fully and use
their best efforts to expedite compliance with the HSR Act.  Beasley and
Evergreen shall each pay one-half of any filing fees with respect to any HSR
filings required under this Section.

         7.13.  AMENDMENTS TO SCHEDULES.   Prior to the Closing, Beasley shall
deliver amended and updated Schedules 1.3 and 5.11 to reflect changes in
                            -------------     ----                      
accordance with SECTION 7.2 during the period commencing on the date hereof and
ending immediately prior to the Closing; provided, that the delivery of such
amended Schedules shall not alter or affect in any way any party's rights or
obligations hereunder.

     8.  CONDITIONS TO EVERGREEN'S OBLIGATIONS.  Unless waived by Evergreen
in writing, all obligations of Evergreen under this Agreement are subject to the
fulfillment, prior to or at the Closing, of each of the following conditions.

         8.1  REPRESENTATIONS, WARRANTIES AND COVENANTS.  The representations
and warranties of Beasley contained in SECTION 5 of this Agreement shall be true
at and as of the Closing Date, as if made at and as of such date; Beasley shall
have performed all obligations and complied with all covenants required by this
Agreement to be performed or complied with by it at or prior to the Closing; and
Evergreen shall have received from Beasley a certificate or certificates in such
reasonable detail as Evergreen may reasonably request, signed by an officer of
Beasley and dated the Closing Date, to the foregoing effect.

         8.2  FCC CONSENT.  The FCC shall have given its consent to the FCC
Application and to the transactions contemplated hereby, and such grant shall
not have been reversed, stayed, enjoined, set aside, annulled or suspended, and
there shall be no petition for stay, reconsideration or administrative or
judicial appeal or sua sponte action of the FCC 
                   --- ------                                                  

                                       26
<PAGE>
 
with comparable effect pending, and the time for filing any such petition or
appeal (administrative or judicial) or for the taking of any such sua sponte
                                                                  --- ------
action of the FCC with respect to such grant shall have expired (a "Final 
Order").

         8.3  HSR ACT.  If legally required, all filings with the FTC and the
DOJ pursuant to the HSR Act shall have been made and all applicable waiting
periods with respect to such filings (including any extensions thereof) shall
have expired or been terminated and no actions shall have been instituted which
are pending on the Closing Date by the FTC or DOJ challenging or seeking to
enjoin the consummation of this transaction.

         8.4  INJUNCTIONS.  No order shall have been issued by any court or
governmental agency of competent jurisdiction restraining or prohibiting any of
the transactions contemplated by this Agreement; provided, however, that this
                                                 --------  -------           
condition may not be invoked by Evergreen if such order was solicited,
encouraged by, or instituted as a result of any act or omission of Evergreen.

         8.5  NO MATERIAL ADVERSE CHANGE.

         (a)  Since the date hereof, there shall not have occurred (i) any
failure of the Stations for any reason whatsoever to transmit using their
licensed facilities at full power for a consecutive period of forty-eight (48)
hours or more (unless any other station in the Philadelphia, Pennsylvania,
Arbitron metro survey area is not broadcasting for the same reason); (ii) the
filing of a petition in bankruptcy by or against Beasley; or (iii) the
termination, expiration, revocation or imposition of a materially adverse
condition on any of the FCC Licenses.

         (b) Between the date hereof and January 1, 1997, there shall have been
no material adverse change in the business of the Stations taken as a whole.

         8.6 CONSENTS. The consents marked by an asterisk on Schedule 5.3 shall
                                                             ------------
have been obtained.

         8.7 RESOLUTIONS. Beasley shall have delivered to Evergreen resolutions
adopted by the Board of Directors and, if required, the stockholders of Beasley,
authorizing and approving the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, certified by the Secretary
of Beasley as being true and complete as of the Closing Date.

         8.8  CLOSING DOCUMENTS.  Beasley shall have executed and delivered to
Evergreen the documents required to be executed and delivered by it pursuant to
SECTION 4.

         8.9   OPINION OF COUNSEL TO BEASLEY.  Beasley shall have delivered to
Evergreen an opinion of its counsel, Leventhal, Senter & Lerman, dated the
Closing Date, in the form attached as Exhibit III.
                                      ----------- 

                                       27
<PAGE>
 
     9.  CONDITIONS TO BEASLEY'S OBLIGATIONS.  Unless waived by Beasley in
writing in its sole discretion, all obligations of Beasley under this Agreement
are subject to the fulfillment, prior to or at the Closing, of each of the
following conditions.

         9.1  REPRESENTATIONS, WARRANTIES AND COVENANTS.  The representations
and warranties of Evergreen contained in SECTION 6 of this Agreement shall be
true at and as of the Closing Date, as if made at and as of such date; Evergreen
shall have performed all obligations and complied with all covenants required by
this Agreement to be performed or complied with by it at or prior to the
Closing; and Beasley shall have received from Evergreen a certificate or
certificates in such reasonable detail as Beasley may reasonably request, signed
by an officer of Evergreen and dated the Closing Date, to the foregoing effect.

         9.2 FCC CONSENT. The FCC shall have given its consent to the FCC
Application and the transactions contemplated hereby.

         9.3  HSR ACT.  If legally required, all filings with the FTC and the
DOJ pursuant to the HSR Act shall have been made and all applicable waiting
periods with respect to such filings (including any extensions thereof) shall
have expired or been terminated and no actions shall have been instituted which
are pending on the Closing Date by the FTC or DOJ challenging or seeking to
enjoin the consummation of this transaction.

         9.4  INJUNCTIONS.  No order shall have been issued by any court or
governmental agency of competent jurisdiction restraining or prohibiting any of
the transactions contemplated by this Agreement; provided, however, that this
                                                 --------  -------           
condition may not be invoked by Beasley if such order was solicited, encouraged
by or instituted as a result of any act or omission of Beasley.

         9.5  RESOLUTIONS.  Evergreen shall have delivered to Beasley
resolutions adopted by the Board of Directors of Evergreen and, if required, the
stockholder of Evergreen, authorizing and approving the execution and delivery
of the transactions contemplated hereby, certified by the Secretary of Evergreen
as being true and complete as of the Closing Date.

         9.6  CLOSING DOCUMENTS.  Evergreen shall have executed and delivered
to Beasley the documents required to be executed and delivered by it pursuant to
SECTION 4.

         9.7  OPINION OF COUNSEL TO EVERGREEN.  Evergreen shall have delivered
to Beasley an opinion of its counsel, Latham & Watkins, dated the Closing Date,
substantially in the form attached as Exhibit IV.
                                      ---------- 

         9.8  PAYMENT.  Evergreen shall have delivered or caused to have been
delivered to Beasley or to the qualified intermediary the Purchase Price as
provided in SECTION 2 by no later than 5 p.m. local Washington, D.C. time on the
Closing Date.

     10. TERMINATION; OPPORTUNITY TO CURE.

                                       28
<PAGE>
 
         10.1  TERMINATION.  This Agreement may be terminated by either Beasley
or Evergreen, if the terminating party is not then in material default, upon
written notice to the other party, upon the occurrence of any of the following:

         (a)   Conditions.  If on the Closing Date any of the conditions
               ----------                                               
     precedent to the obligations of the terminating party set forth in this
     Agreement have not been satisfied or waived in writing by the terminating
     party.

         (b)   Judgments.  If there shall be in effect on the Closing Date any
               ---------                                                      
     final judgment, decree, or order that would prevent or make unlawful the
     Closing of this Agreement.

         (c)   Upset Date. If the Closing shall not have occurred on or before
     July 1, 1997 (the "Upset Date").

         (d)   Breach.  If the other party is in material breach of this
               ------                                                   
     Agreement and the breach remains uncured after the expiration of any cure
     period under SECTION 10.2 hereof.

         (e)   Real Estate Matters. As provided in SECTION 7.10
               -------------------

         10.2  OPPORTUNITY TO CURE.   Neither party shall have the right to
terminate this Agreement as a result of the other party's default unless the
terminating party shall have given the defaulting party written notice
specifying in reasonable detail the nature of the default and shall have
afforded the defaulting party thirty (30) business days to cure the default;
provided, however, that such cure period shall not extend the Closing Date or
- --------  -------                                                            
the Upset Date.

     11.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; AND
          REMEDIES.

          11.1 SURVIVAL.  Except as otherwise specifically set forth herein,
all representations, warranties and covenants contained in this Agreement shall
survive the Closing for a period of twelve (12) months.  Any investigations by
or on behalf of any party hereto shall not constitute waiver as to enforcement
of any representation, warranty, or covenant contained in this Agreement.  No
notice or information delivered by either party shall affect the other party's
right to rely on any representation or warranty made by the party providing such
notice or information or relieve such party of any obligations under this
Agreement as the result of a breach of any of its representations and
warranties.

          11.2 INDEMNIFICATION BY BEASLEY.  Notwithstanding the Closing,
Beasley hereby agrees, subject to SECTION 11.4(E), to indemnify and hold
Evergreen harmless against and with respect to, and shall reimburse Evergreen
for:

          (a)  Breach.  Any and all losses, liabilities, or damages resulting
               ------                                                        
     from any untrue representation or breach of warranty or nonfulfillment of
     any covenant by Beasley
                                       29
<PAGE>
 
     contained herein or in any certificate, document, or instrument delivered
     to Evergreen hereunder to the extent such representation or warranty or
     covenant survives the Closing.

          (b)  Obligations. Any and all obligations of Beasley not assumed by
               -----------
     Evergreen pursuant to the terms of this Agreement.

          (c)  Ownership.  Any and all losses, liabilities, or damages resulting
               ---------                                                       
     from the operation or ownership of the Stations prior to the Closing Date,
     including any and all liabilities arising under the Licenses or the Assumed
     Contracts which relate to events occurring prior to the Closing Date.

          (d)  Legal Matters.  Any and all actions, suits, proceedings, claims,
               -------------                                                   
     demands, assessments, judgments, costs, and expenses, including reasonable
     legal fees and expenses, incident to any of the foregoing matters (a)
     through (c) or incurred in investigating or attempting to avoid the same or
     to oppose the imposition thereof, or in enforcing this indemnity.

          11.3 INDEMNIFICATION BY EVERGREEN.  Notwithstanding the Closing,
subject to SECTION 11.4(e), Evergreen hereby agrees to indemnify and hold
Beasley harmless against and with respect to, and shall reimburse Beasley for:

          (a)  Breach.  Any and all losses, liabilities, or damages resulting
               ------                                                        
     from any untrue representation or breach of warranty or nonfulfillment of
     any covenant by Evergreen contained herein or in any certificate, document,
     or instrument delivered to Beasley hereunder to the extent such
     representation or warranty or covenant survives the Closing.

          (b)  Obligations. Any and all obligations of Beasley assumed by
     Evergreen pursuant to the terms of this Agreement.

          (c)  Ownership.  Any and all losses, liabilities, or damages resulting
               ---------                                                        
     from the operation or ownership of the Stations on and after the Closing
     Date, including any and all liabilities arising under the Licenses or the
     Assumed Contracts which relate to events occurring after the Closing Date.

          (d)  Legal Matters.  Any and all actions, suits, proceedings, claims,
               -------------                                                   
     demands, assessments, judgments, costs and expenses, including reasonable
     legal fees and expenses, incident to any of the foregoing matters (a)
     through (c) or incurred in investigating or attempting to avoid the same or
     to oppose the imposition thereof, or in enforcing this indemnity.

          11.4 PROCEDURE FOR INDEMNIFICATION. The procedure for indemnification
shall be as follows:

                                       30
<PAGE>
 
          (a)  Notice.  The party seeking indemnification (the "Claimant") shall
               ------                                                           
     promptly give notice to the indemnifying party (the "Indemnitor") of any
     claim, whether solely between the parties or brought by a third party,
     specifying (i) the factual basis for the claim, and (ii) the amount of the
     claim.

          (b)  Investigation.  With respect to claims between the parties,
               -------------                                              
     following receipt of notice from the Claimant of a claim, the Indemnitor
     shall have thirty (30) business days to make any investigation of the claim
     that the Indemnitor deems necessary or desirable. For the purposes of this
     investigation, the Claimant agrees to make available to the Indemnitor
     and/or its authorized representatives the information relied upon by the
     Claimant to substantiate the claim. If the Claimant and the Indemnitor
     cannot agree as to the validity and amount of the claim within said 30-day
     period (or any mutually agreed upon extension thereof), the Claimant may
     seek appropriate legal remedy.

          (c)  Control.  With respect to any claim by a third party as to which
               -------                                                         
     the Claimant is entitled to indemnification hereunder, the Indemnitor shall
     have the right at its own expense to participate in or assume control of
     the defense of the Claim, and the Claimant shall cooperate fully with the
     Indemnitor, subject to reimbursement for actual out-of-pocket expenses
     incurred by the Claimant as the result of a request by the Indemnitor. If
     the Indemnitor elects to assume control of the defense of any third-party
     claim, the Claimant shall have the right to participate in the defense of
     the claim at its own expense. If the Indemnitor does not elect to assume
     control or otherwise participate in the defense of any third party claim,
     it shall be bound by the results obtained by the Claimant with respect to
     the claim.

          (d)  Immediate Action.  If a claim, whether between the parties or by
               ----------------
     a third party, requires immediate action, the parties will make every
     effort to reach a decision with respect thereto as expeditiously as
     possible.

          (e)  Limitations on Indemnification.
               ------------------------------

                    (i)  Any indemnity payment hereunder shall be limited to the
               extent of the actual loss or damage suffered by the Claimant and
               shall be reduced by the amount of any recovery by the Claimant
               from any third party, including any insurer, and by the amount of
               any tax benefits received.

                    (ii) Neither party shall be entitled to indemnification
               hereunder for non-third party claims unless and until the amount
               for which indemnification is owing exceeds One Hundred Fifty
               Thousand Dollars ($150,000) in the aggregate for all such
               matters; provided, however, that if such amount exceeds One
               Hundred Fifty Thousand Dollars ($150,000), such party shall be
               liable to the other for the entirety of the amount and not

                                       31
<PAGE>
 
               just that portion in excess of One Hundred Fifty Thousand Dollars
               ($150,000).

                    (iii) No party shall be entitled to indemnification
               hereunder for any claim arising from the breach by the other
               party of its representations, warranties or covenants which is
               not asserted against the Indemnitor within twelve (12) months
               after the Closing Date.

                    (iv) The limitations in SECTION 11.4(E)(II) shall not apply
               to any claim for indemnification for any liability of the
               Claimant to any third party or to the adjustments and prorations
               to be made pursuant to SECTION 4.3.

          11.5 LIQUIDATED DAMAGES.  If this Agreement is terminated by Beasley
due to a breach by Evergreen of its representations, warranties, and covenants
under this Agreement, then liquidated damages shall be paid to Beasley as
provided in SECTION 3.2, it being agreed that such amount shall constitute full
payment for any and all damages suffered by the terminating party by reason of
Evergreen's failure to close this Agreement.  Beasley and Evergreen agree in
advance that actual damages resulting from a breach of their respective
obligations hereunder would be difficult to ascertain and that the amount to be
paid pursuant to SECTION 3.2 is a fair and equitable amount to reimburse Beasley
for damages sustained from the termination of this Agreement for the reason
stated in the first sentence of this SECTION 11.5.

          11.6 SPECIFIC PERFORMANCE.  The parties recognize that if Beasley
refuses to close as and when required under the provisions of this Agreement,
monetary damages will not be adequate to compensate Evergreen for its injury.
Evergreen shall therefore be entitled, in addition to a right to collect money
damages, to obtain specific performance of the terms of this Agreement.  If any
action is brought by either Evergreen to enforce this Agreement, Beasley shall
waive the defense that there is an adequate remedy at law.  Evergreen shall have
the right to obtain specific performance of the terms of this Agreement without
being required to prove actual damages, post bond or furnish other security.

     12.  EXPENSES. Except as otherwise expressly provided in this Agreement,
each party shall bear its own legal, accounting and other expenses in connection
with the negotiation, preparation and consummation of this Agreement and the
transactions contemplated hereby.

     13.  SALES TAXES. Beasley and Evergreen shall each pay one-half of any and
all taxes that may be imposed by any taxing authority in the nature of sales,
use or real estate transfer tax as a result of the transfer of the Assets from
Beasley to Evergreen.

     14.  BENEFIT OF AGREEMENT; ASSIGNMENT.  The terms of this Agreement
shall be enforceable and binding upon, and inure to the benefit of the parties
hereto, their heirs, successors and assigns.  No party shall assign its interest
under this Agreement, by operation of law or otherwise, without the prior
written consent of the other party, such consent not to be 

                                       32
<PAGE>
 
unreasonably withheld; provided, that Beasley may assign all or part of its
rights hereunder to a qualified intermediary as provided in SECTION 1.5, and
Evergreen may assign part or all of its rights to acquire the Assets hereunder
to any direct or indirect wholly owned subsidiary or subsidiaries of Evergreen,
but no such assignment shall relieve such party of it obligations hereunder.

     15.  NOTICES.  All notices, requests, demands and other communications
which are required or may be given under this Agreement, shall be in writing and
shall be deemed to have been duly given upon the hand delivery thereof during
business hours, or upon the earlier of receipt or three (3) days after posting
by registered mail or certified mail, return receipt requested, or on the next
business day following delivery to a reliable or recognized air freight delivery
service, in each case addressed as follows.

If to Beasley:    Beasley FM Acquisition Corp.
                         3033 Riviera Drive
                         Suite 200
                         Naples, FL 33940
                         Attention: George G. Beasley, Chairman

with a copy to:          Leventhal, Senter & Lerman
                         2000 K Street, N.W.
                         Suite 600
                         Washington, D.C. 20006
                         Attention: Meredith S. Senter, Jr., Esq.

If to Evergreen:         Evergreen Media Corporation of Los Angeles
                         c/o Evergreen Media Corporation
                         433 E. Las Colinas Boulevard, Suite 1130
                         Irving, Texas 75039
                         Attention:   Scott K. Ginsburg, President
 
with a copy to:          Latham & Watkins
                         1001 Pennsylvania Avenue, N.W.
                         Suite 1300
                         Washington, D.C. 20004  
                         Attention: Eric L. Bernthal, Esq.

Any party may, with written notice to the other, change the place for which all
further notices to such party shall be sent.  All costs and expenses for the
delivery of notices hereunder shall be borne and paid for by the delivering
party.

     16.  ENTIRE AGREEMENT.  Except as herein expressly provided, this
Agreement embodies  the entire agreement and understanding between Evergreen and
Beasley and supersede all prior agreements and understandings, whether oral or
in writing, with respect to the purchase and sale of the Assets.

                                       33
<PAGE>
 
     17.  EXHIBIT.  All Exhibits, Schedules, collateral documents or
instruments attached to this Agreement or to be provided at the Closing in the
form of an exhibit attached to this Agreement, shall be deemed a part of this
Agreement and incorporated herein, where applicable, as if fully set forth
herein.

     18.  AMENDMENT; WAIVER.  This Agreement (including the Schedules and
Exhibits hereto) may not be amended, supplemented or otherwise modified, nor may
any party hereto be relieved of any of its liabilities or obligations hereunder,
except by a written instrument duly executed by the parties hereto.  Any such
written instrument entered into in accordance with the provisions of the
preceding sentence shall be valid and enforceable notwithstanding the lack of
separate legal consideration therefor.  No waiver by any party of any of the
provisions hereof shall be effective unless explicitly set forth in writing and
executed by the party so waiving.  The waiver by any party hereto of a breach of
any provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach.

     19.  GOVERNING LAW.  This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, without reference to the
conflict of law principles thereof.

     20.  SEVERABILITY.  All agreements and covenants herein are severable.
In the event that any provision of this Agreement should be held to be
unenforceable, the validity and enforceability of the remaining provisions
hereof shall not be affected thereby.

     21.  ATTORNEY'S FEES.  In the event of a dispute between the parties
hereto arising out of or related to this Agreement or the interpretation or
enforcement of this Agreement, the prevailing party shall be entitled to recover
reasonable attorney's fees, costs and expenses from the other party.

     22.  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which when taken together shall have the same effect as if
the signature on each counterpart were upon the same instrument.


                 [Signatures immediately following this page.]

                                       34
<PAGE>
 
     IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as of the day and year first above written.

                                        BEASLEY FM ACQUISITION CORP.



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

                                        WDAS LICENSE LIMITED PARTNERSHIP

                                        By: Beasley FM Acquisition Corp.,
                                                   its general partner



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

                                        EVERGREEN MEDIA CORPORATION
                                            OF LOS ANGELES


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

                                       35
