<PAGE>   1
                                                                    EXHIBIT 2.61
================================================================================



                          SECOND AMENDED AND RESTATED
                            STOCK PURCHASE AGREEMENT


                                  dated as of


                                August 11, 1999


                                  by and among


                           LAMAR ADVERTISING COMPANY

                              AS PURCHASER PARENT,


                               LAMAR MEDIA CORP.

                                  AS PURCHASER


                                      and


                   CHANCELLOR MEZZANINE HOLDINGS CORPORATION

                                      and

                  CHANCELLOR MEDIA CORPORATION OF LOS ANGELES

                                   AS SELLERS

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



<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
                                                                                                               PAGE

<S>                                                                                                            <C>
Article 1.          PURCHASE AND SALE OF SHARES...................................................................2

         Section 1.1.       Dividend of Whiteco Shares............................................................2

         Section 1.2.       Purchase and Sale of Chancellor Shares................................................2

         Section 1.3.       Purchase Price........................................................................2

         Section 1.4.       Closing...............................................................................2

         Section 1.5.       Purchase Price Adjustment.............................................................3

Article 2.          REPRESENTATIONS AND WARRANTIES OF SELLERS.....................................................4

         Section 2.1.       Corporate Organization and Authority of Chancellor Mezzanine and Chancellor LA........5

         Section 2.2.       No Conflict...........................................................................5

         Section 2.3.       Corporate Organization of the Company.................................................6

         Section 2.4.       Capital Stock of the Company..........................................................6

         Section 2.5.       Subsidiaries..........................................................................6

         Section 2.6.       Capitalization of Subsidiaries of the Company.........................................6

         Section 2.7.       Pro Forma Financial Statements........................................................7

         Section 2.8.       Contracts; No Defaults................................................................7

         Section 2.9.       Intellectual Property.................................................................9

         Section 2.10.      Owned Real Property...................................................................9

         Section 2.11.      Litigation and Proceedings...........................................................10

         Section 2.12.      Employee Benefit Plans...............................................................10

         Section 2.13.      Labor Relations......................................................................11

         Section 2.14.      Legal Compliance.....................................................................12

         Section 2.15.      Environmental Matters................................................................12

         Section 2.16.      Taxes................................................................................13

         Section 2.17.      Governmental Authorities; Consents...................................................14

         Section 2.18.      Interest in Competitors, Suppliers, and Customers....................................14

         Section 2.19.      Insurance............................................................................14

         Section 2.20.      Brokers' Fees........................................................................14

         Section 2.21.      Events Subsequent to March 31, 1999..................................................14

         Section 2.22.      Chancellor Mezzanine Securities Act Representations..................................14
</TABLE>


                                       i
<PAGE>   3

                               TABLE OF CONTENTS
                                   (continued
<TABLE>
<S>                                                                                                              <C>
         Section 2.23.      Chancellor LA Securities Act Representations.........................................16

         Section 2.24.      Divesture Assets.....................................................................17

         Section 2.25.      Necessary Lender Approvals...........................................................17

Article 3.          REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER PARENT.............................17

         Section 3.1.       Corporate Organization and Authority of Purchaser and Purchaser Parent...............17

         Section 3.2.       No Conflict..........................................................................18

         Section 3.3.       Litigation and Proceedings...........................................................18

         Section 3.4.       Governmental Authorities; Consents...................................................19

         Section 3.5.       Brokers' Fees........................................................................19

         Section 3.6.       Capital Structure of Purchaser Parent and Purchaser..................................19

         Section 3.7.       SEC Documents; Financial Statements..................................................20

         Section 3.8.       Legal Compliance.....................................................................21

         Section 3.9.       Interest in Competitors, Suppliers and Customers.....................................21

         Section 3.10.      State Takeover Statutes..............................................................21

         Section 3.11.      Subsequent Events....................................................................21

         Section 3.12.      Securities Act Representations.......................................................21

         Section 3.13.      Commitment Letters...................................................................22

Article 4.           COVENANTS AND AGREEMENTS OF SELLERS.........................................................23

         Section 4.1.       Preliminary Transactions.............................................................23

         Section 4.2.       Conduct of Business..................................................................23

         Section 4.3.       Inspection...........................................................................24

         Section 4.4.       HSR Act..............................................................................24

         Section 4.5.       No Solicitations.....................................................................24

         Section 4.6.       No Solicitation or Hiring............................................................25

         Section 4.7.       Registration Rights Agreement and Stockholders Agreement.............................25

         Section 4.8.       Requests for Information.............................................................25

         Section 4.9.       Payment of Certain Employee Obligations..............................................25

Article 5.          COVENANTS AND AGREEMENTS OF PURCHASER AND PURCHASER PARENT...................................25
</TABLE>

                                      ii

<PAGE>   4

                               TABLE OF CONTENTS
                                   (continued
<TABLE>
<S>                                                                                                             <C>
         Section 5.1.      HSR Act..............................................................................25

         Section 5.2.      No Use of "Chancellor" Name..........................................................26

         Section 5.3.      Investigation; Purchaser and Purchaser Parent Acknowledgment.........................26

         Section 5.4.      No Solicitations or Hiring...........................................................27

         Section 5.5.      Stockholder Consent..................................................................27

         Section 5.6.      Definitive Documentation.............................................................27

         Section 5.7.      Conduct of Business..................................................................28

         Section 5.8.      Registration Rights Agreement and Stockholders Agreement.............................28

         Section 5.9.      Inspection...........................................................................28

Article 6.          JOINT COVENANTS AND AGREEMENTS..............................................................29

         Section 6.1.      Confidentiality......................................................................29

         Section 6.2.      Support of Transaction...............................................................29

         Section 6.3.      [Intentionally Left Blank]...........................................................30

         Section 6.4.      Tax Matters..........................................................................30

         Section 6.5.      Certain Employee Benefits Matters....................................................32

Article 7.          CONDITIONS TO OBLIGATIONS...................................................................35

         Section 7.1.      Conditions to Obligations of Purchaser, Purchaser Parent and Sellers.................35

         Section 7.2.      Conditions to Obligations of Purchaser and Purchaser Parent..........................35

         Section 7.3.      Conditions to the Obligations of Sellers.............................................36

Article 8.          TERMINATION.................................................................................37

         Section 8.1.      Termination..........................................................................37

         Section 8.2.      Effect of Termination................................................................38

         Section 8.3.      Other Termination....................................................................38

Article 9.          INDEMNIFICATION.............................................................................38

         Section 9.1.      Survival of Representations..........................................................38

         Section 9.2.      Indemnification of Purchaser and Purchaser Parent....................................39

         Section 9.3.      Indemnification of Sellers...........................................................39

         Section 9.4.      Conduct of Proceedings...............................................................39

         Section 9.5.      Sole Remedy; Time Limitation.........................................................40
</TABLE>

                                      iii
<PAGE>   5

                               TABLE OF CONTENTS
                                   (continued

<TABLE>
<S>                   <C>                                                                                       <C>
Article 10.           CERTAIN DEFINITIONS.......................................................................40

Article 11.           MISCELLANEOUS.............................................................................46

         Section 11.1.     Waiver...............................................................................46

         Section 11.2.     Notices..............................................................................46

         Section 11.3.     Termination of Subscription Agreement................................................48

         Section 11.4.     Assignment...........................................................................48

         Section 11.5.     Rights of Third Parties..............................................................48

         Section 11.6.     Expenses.............................................................................48

         Section 11.7.     Construction.........................................................................49

         Section 11.8.     Captions; Counterparts...............................................................49

         Section 11.9.     Entire Agreement.....................................................................49

         Section 11.10.    Amendments...........................................................................50

         Section 11.11.    Publicity............................................................................50

         Section 11.12.    Dispute Resolution...................................................................50
</TABLE>

                                       iv

<PAGE>   6

<TABLE>
Schedules

<S>                 <C>
Schedule 2.2:       No Conflict
Schedule 2.4:       Capitalization of the Company
Schedule 2.5:       Subsidiaries of the Company
Schedule 2.6:       Capitalization of Subsidiaries of the Company
Schedule 2.7:       Pro Forma Financial Statements
Schedule 2.8:       Contracts; No Defaults
Schedule 2.9:       Intellectual Property
Schedule 2.10:      Owned Real Property
Schedule 2.11:      Litigation and Proceedings
Schedule 2.12:      Employee Benefits Plans
Schedule 2.13:      Labor Relations
Schedule 2.14:      Legal Compliance
Schedule 2.15:      Environmental Matters
Schedule 2.16:      Taxes
Schedule 2.17:      Governmental Authorities; Consents
Schedule 2.18:      Transactions with Affiliates
Schedule 2.21:      Events Subsequent to March 31, 1999
Schedule 3.4:       Purchaser Governmental Authorities; Consents
Schedule 4.9:       Payments of Certain Employee Obligations


Annexes

Annex A: Description of Divestiture Assets
Annex B: Description of Burkett Assets
Annex C: [Intentionally Left Blank]
Annex D: Registration Rights Agreement
Annex E: Stockholders Agreement
Annex F: [Intentionally Left Blank]
Annex G: Voting Agreement
</TABLE>

                                       v

<PAGE>   7

                           SECOND AMENDED AND RESTATED
                            STOCK PURCHASE AGREEMENT

         This Second Amended and Restated Stock Purchase Agreement (this
"Agreement") is entered into by and among LAMAR ADVERTISING COMPANY, a Delaware
corporation ("Purchaser Parent"), LAMAR MEDIA CORP., a Delaware corporation and
a wholly-owned subsidiary of Purchaser Parent ("Purchaser"), CHANCELLOR
MEZZANINE HOLDINGS CORPORATION, a Delaware corporation ("Chancellor Mezzanine"),
and CHANCELLOR MEDIA CORPORATION OF LOS ANGELES, a Delaware corporation
("Chancellor LA" and, collectively with Chancellor Mezzanine, "Sellers"), as of
this 11th day of August, 1999.

                                    RECITALS:

         WHEREAS, Chancellor LA is the sole record and beneficial owner of one
thousand (1,000) shares (the "Company Shares") of the common stock, par value
$0.01 per share, of Chancellor Media Outdoor Corporation, a Delaware corporation
(the "Company"), which Company Shares constitute all of the issued and
outstanding shares of the capital stock of the Company;

         WHEREAS, the Company is the sole record and beneficial owner of one
thousand (1,000) shares (the "Whiteco Shares" and, together with the Company
Shares, the "Chancellor Shares") of the common stock, par value $0.01 per share,
of Chancellor Media Whiteco Outdoor Corporation, a Delaware corporation and a
wholly owned subsidiary of the Company ("Whiteco"), which Whiteco Shares
constitute all of the issued and outstanding shares of the capital stock of
Whiteco;

         WHEREAS, pursuant to that certain Stock Purchase Agreement dated as of
June 1, 1999 (the "Original Agreement"), Chancellor LA agreed to sell to
Purchaser, and Purchaser agreed to purchase from Chancellor LA, the Company
Shares, upon the terms and subject to the conditions set forth in the Original
Agreement;

         WHEREAS, the Original Agreement was amended and restated as of July 12,
1999 (the "Restated Agreement");

         WHEREAS, the parties desire to amend certain provisions of the Restated
Agreement pursuant to this Agreement, with this Agreement being deemed to amend
and restate the Restated Agreement in its entirety; and

         WHEREAS, certain capitalized terms used herein have the meanings
assigned to them in Article 10 hereof.

                                   AGREEMENT:

         In consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:

<PAGE>   8

                                   ARTICLE 1.
                           PURCHASE AND SALE OF SHARES

         Section 1.1. Dividend of Whiteco Shares. On the Closing Date, and
immediately prior to the Closing, (i) the Company will effect a dividend to its
immediate parent corporation, Chancellor LA, of the Whiteco Shares and (ii)
Chancellor LA will cause the Whiteco Shares to be distributed as a dividend with
such shares ultimately being held by Chancellor Mezzanine. Such dividends are
referred to herein collectively as the "Dividend."

         Section 1.2. Purchase and Sale of Chancellor Shares. Upon the terms and
subject to the conditions contained herein, on the Closing Date and immediately
after the Dividend is effected, (i) Chancellor Mezzanine will sell, convey and
transfer to Purchaser, and Purchaser will purchase and acquire from Chancellor
Mezzanine, the Whiteco Shares, and (ii) Chancellor LA will sell, convey and
transfer to Purchaser, and Purchaser will purchase and acquire from Chancellor
LA, the Company Shares.

         Section 1.3. Purchase Price. Upon the terms and subject to the
conditions contained herein, on the Closing Date, (a) as consideration for the
Whiteco Shares, (i) Purchaser will pay to Chancellor Mezzanine Ten Million
Dollars ($10,000,000) (the "Whiteco Cash Consideration") and (ii) Purchaser
Parent will issue to Chancellor Mezzanine the number of shares of Class A Common
Stock, par value $0.001, of Purchaser Parent ("Purchaser Parent Class A Common
Stock") as shall represent an aggregate value of Nine Hundred Forty Million
Dollars ($940,000,000), valued based on the closing price of such shares on the
Nasdaq National Market on the trading day immediately prior to the Closing Date,
but in no event more than 26,227,273 of such shares (the "Lamar Mezzanine
Shares") and (b) as consideration for the Company Shares, (i) Purchaser will pay
to Chancellor LA Six Hundred Ninety Million Dollars ($690,000,000) (the "Company
Cash Consideration" and, collectively with the Whiteco Cash Consideration, the
"Cash Consideration") and (ii) Purchaser Parent will issue to Chancellor LA the
positive number of shares of Purchaser Parent Class A Common Stock, if any,
obtained by subtracting the number of Lamar Mezzanine Shares from 26,227,273
(the "Lamar LA Shares" and, collectively with the Lamar Mezzanine Shares, the
"Lamar Shares"), subject to the adjustments set forth in Section 1.5 hereof (the
"Total Consideration").

         Section 1.4. Closing.

                  (a) The consummation of the purchase and sale of the
Chancellor Shares (the "Closing") shall take place at 10:00 a.m., local time, on
the tenth (10th) Business Day following the satisfaction of the conditions to
the obligations of the parties set forth in Article 7 hereof, at the offices of
Sellers, 1845 Woodall Rodgers Freeway, Suite 1300, Dallas, Texas, or at such
other time or place as Sellers and Purchaser may agree in writing (the day on
which the Closing takes place being referred to herein as the "Closing Date").

                  (b) At the Closing, (i) Chancellor Mezzanine shall deliver or
cause to be delivered to Purchaser (A) one or more stock certificates evidencing
the Whiteco Shares, duly endorsed in blank or accompanied by a stock power duly
executed in blank, and (B) the other documents required to be delivered by
Chancellor Mezzanine pursuant to Article 7 hereof, and


                                       2
<PAGE>   9

(ii) Chancellor LA shall deliver or cause to be delivered to Purchaser (A) one
or more stock certificates evidencing the Company Shares, duly endorsed in blank
or accompanied by a stock power duly executed in blank, and (B) the other
documents required to be delivered by Chancellor LA pursuant to Article 7
hereof.

                  (c) At the Closing, (i) Purchaser Parent shall deliver or
cause to be delivered to (A) Chancellor Mezzanine one or more stock certificates
evidencing the Lamar Mezzanine Shares and (B) Chancellor LA one or more stock
certificates evidencing the Lamar LA Shares, if any, (ii) Purchaser shall pay to
(X) Chancellor Mezzanine the Whiteco Cash Consideration and (Y) Chancellor LA
the Company Cash Consideration in each case, prior to giving effect to any
adjustment provided for in Section 1.5 hereof, and in each case by intrabank
transfer or wire transfer of immediately available funds to an account or
accounts designated in writing by Chancellor Mezzanine and Chancellor LA,
respectively, and (iii) each of Purchaser and Purchaser Parent shall deliver to
each Seller the documents required to be delivered by Purchaser and Purchaser
Parent to such Seller pursuant to Article 7 hereof.

         Section 1.5. Purchase Price Adjustment.

                  (a) As soon as reasonably practicable following the Closing
Date, and in any event within forty-five (45) calendar days thereof, Chancellor
LA shall prepare and deliver to Purchaser (i) a consolidated balance sheet of
the Company as of the Closing (after giving effect to the Preliminary
Transactions but prior to giving effect to the Dividend) which shall be audited
by PricewaterhouseCoopers LLP ("PWC"), together with the related audit report of
such firm (the "Closing Balance Sheet"), and (ii) a calculation of the Net
Working Capital of the Company as set forth on the Closing Balance Sheet (the
"Closing Date Net Working Capital"). The Closing Balance Sheet shall be prepared
in accordance with United States generally accepted accounting principles
("GAAP") consistent with the preparation of the Pro Forma Balance Sheet, and
shall fairly present the consolidated financial position of the Company
(including Whiteco) as of the Closing. "Net Working Capital" shall mean (i)
current assets of the Company, minus (ii) current liabilities of the Company.
Current liabilities of the Company shall (A) include, without limitation, any
severance payments provided on Schedule 2.13 which have been paid, or will be
paid, by the Company or its Subsidiaries and which are accrued and incurred
after the Closing but prior to the time of the calculation of Closing Date Net
Working Capital pursuant to this Section 1.5(a), and (B) exclude, without
limitation, any liability of the Company or its Subsidiaries, including, but not
limited to, any liability for Taxes and severance payments, which Chancellor LA
has agreed to or is otherwise obligated to pay. Notwithstanding the foregoing,
in calculating Net Working Capital, all intercompany payables and receivables
between Chancellor LA, the Company and its Subsidiaries shall be disregarded.

                  (b) Upon delivery of the Closing Balance Sheet, Chancellor LA
will provide Purchaser with access to its records and will use commercially
reasonable efforts to provide Purchaser and its accountants access to the work
papers of PWC, to the extent reasonably related to Purchaser's evaluation of the
Closing Balance Sheet and the calculation of the Closing Date Net Working
Capital. The Purchaser may dispute the calculation of the Closing Date Net
Working Capital or any element of the Closing Balance Sheet relevant thereto, by
notifying Chancellor LA of such disagreement in writing, setting forth in detail
the particulars of


                                       3
<PAGE>   10

such disagreement, within thirty (30) calendar days after its receipt of the
Closing Balance Sheet; provided that the basis of any such dispute shall be
limited to the failure of the calculation of Closing Date Net Working Capital or
any amount reflected on the Closing Balance Sheet to have been determined in
accordance with GAAP applied on a basis consistent with this Section 1.5. In the
event that Purchaser does not provide such a notice of disagreement within such
thirty (30) calendar day period, Purchaser shall be deemed to have accepted the
Closing Balance Sheet and the calculation of the Closing Date Net Working
Capital delivered by Chancellor LA, which shall be final, binding and conclusive
for all purposes hereunder. In the event any such notice of disagreement is
timely provided, Purchaser and Chancellor LA shall use commercially reasonable
efforts for a period of thirty (30) calendar days (or such longer period as they
may mutually agree) to resolve any disagreements with respect to the calculation
of the Closing Date Net Working Capital. If, at the end of such period, they are
unable to resolve such disagreements, then the Chicago, Illinois office of Ernst
& Young LLP (or such other independent accounting firm of recognized national
standing as may be mutually selected by Purchaser and Chancellor LA) (the
"Auditor") shall resolve any remaining disagreements. The Auditor shall
determine as promptly as practicable, but in any event within thirty (30)
calendar days of the date on which such dispute is referred to the Auditor,
whether the Closing Balance Sheet was prepared in accordance with the standards
set forth in Section 1.5(a) and (only with respect to the remaining
disagreements submitted to the Auditor) whether and to what extent (if any) the
Closing Date Net Working Capital requires adjustment. The fees and expenses of
the Auditor shall be paid one-half by Purchaser and one-half by Chancellor LA.
The determination of the Auditor shall be final, conclusive and binding on the
parties. The date on which the Closing Date Net Working Capital is finally
determined in accordance with this Section 1.5(b) is hereinafter referred as to
the "Determination Date."

                  (c) The "Adjustment Amount," shall mean the difference between
(i) the Closing Date Net Working Capital, and (ii) Twelve Million Dollars
($12,000,000) (the "Minimum Net Working Capital"). If the Closing Date Net
Working Capital exceeds the Minimum Net Working Capital, then, promptly and in
any event within five (5) Business Days following the Determination Date,
Purchaser shall pay to Chancellor LA, by wire transfer of immediately available
funds to an account designated in writing by Chancellor LA, the Adjustment
Amount, together with interest on such amount from the Closing Date to the date
of payment at the prime rate of interest (the "Applicable Rate") published in
the "Money Rates" column of the Eastern Edition of The Wall Street Journal (or
the average of such rates if more than one rate is indicated) on the Closing
Date. If the Minimum Net Working Capital exceeds the Closing Date Net Working
Capital, then, promptly and in any event within five (5) Business Days following
the Determination Date, Chancellor LA shall pay to Purchaser, by wire transfer
of immediately available funds to an account designated in writing by Purchaser,
the Adjustment Amount, together with interest on such amount from the Closing
Date to the date of payment at the Applicable Rate.

                                   ARTICLE 2.
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

         Sellers, jointly and severally, represent and warrant to Purchaser and
Purchaser Parent that as of the date of this Agreement (provided, however, that
any representation or


                                       4
<PAGE>   11

warranty made herein that relates (i) solely to Chancellor Mezzanine is being
made solely by Chancellor Mezzanine or (ii) solely to Chancellor LA is being
made solely by Chancellor LA):

         Section 2.1. Corporate Organization and Authority of Chancellor
Mezzanine and Chancellor LA.

                  (a) Chancellor Mezzanine has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the State
of Delaware and has the corporate power and authority to enter into and perform
its obligations under this Agreement. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly and validly authorized and approved by the Board of Directors of Chancellor
Mezzanine, and no other corporate proceeding on the part of Chancellor Mezzanine
is necessary to authorize this Agreement or the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by
Chancellor Mezzanine and, assuming this Agreement constitutes a valid and
binding agreement of each of Purchaser, Purchaser Parent and Chancellor LA,
constitutes a legally valid and binding obligation of Chancellor Mezzanine,
enforceable against Chancellor Mezzanine in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights generally and subject,
as to enforceability, to general principles of equity.

                  (b) Chancellor LA has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware and has the corporate power and authority to enter into and perform its
obligations under this Agreement. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly authorized and approved by the Board of Directors of Chancellor LA, and
no other corporate proceeding on the part of Chancellor LA is necessary to
authorize this Agreement or the transactions contemplated hereby. This Agreement
has been duly and validly executed and delivered by Chancellor LA and, assuming
this Agreement constitutes a valid and binding agreement of each of Purchaser,
Purchaser Parent and Chancellor Mezzanine, constitutes a legally valid and
binding obligation of Chancellor LA, enforceable against Chancellor LA in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights generally and subject, as to enforceability, to general
principles of equity.

         Section 2.2. No Conflict. Except as set forth on Schedule 2.2, the
execution and delivery of this Agreement by each of Chancellor Mezzanine and
Chancellor LA and the consummation of the transactions contemplated hereby do
not and will not violate any provision of, or result in the breach of: (a) any
law, rule or regulation of any Governmental Authority, any Contract listed
pursuant to Section 2.8(a), or any order, judgment or decree applicable to such
entity, the Company or any Subsidiary of the Company, or terminate or result in
the termination of any such Contract, or result in the creation of any Lien,
charge or encumbrance upon any of the properties or assets of such entity, the
Company or any Subsidiary of the Company, or constitute an event which, after
notice or lapse of time or both, would result in any such violation, breach,
acceleration, termination or creation of a Lien; or (b) the Certificate of
Incorporation, Bylaws or other organizational documents of such entity, the
Company or any Subsidiary of the Company.


                                       5
<PAGE>   12

         Section 2.3. Corporate Organization of the Company. The Company has
been duly incorporated and is validly existing as a corporation in good standing
under the laws of the State of Delaware and has the corporate power and
authority to own or lease its properties and to conduct the Business as it is
now being conducted. The copies of the Certificate of Incorporation and Bylaws
of the Company previously delivered by the Company to Purchaser are true,
correct and complete. The Company is duly licensed or qualified and in good
standing as a foreign corporation in each jurisdiction in which the ownership of
its property or the character of its activities is such as to require it to be
so licensed or qualified, except where the failure to be so licensed or
qualified would not have a material adverse effect on the business, operations
or financial condition of the Company and its Subsidiaries, taken as a whole.

         Section 2.4. Capital Stock of the Company. The Company Shares
constitute all the issued and outstanding shares of capital stock of the
Company. The Company Shares have been duly authorized and validly issued and are
fully paid and nonassessable and were not issued in violation of any preemptive
rights. There are no options, warrants, agreements, arrangements, or other
rights relating to the capital stock of the Company or other securities
exercisable or exchangeable for any capital stock of the Company that either (i)
obligates the Company to issue, sell, transfer, repurchase, redeem or otherwise
acquire or vote any shares of its capital stock, or (ii) restricts the transfer
of its capital stock. Chancellor LA is the sole record and beneficial owner of
the Company Shares and owns the Company Shares free and clear of any Liens other
than the Liens described on Schedule 2.4 hereto.

         Section 2.5. Subsidiaries. Set forth on Schedule 2.5 is a list of all
Subsidiaries of the Company. Each Subsidiary of the Company has been duly formed
and is validly existing under the laws of the jurisdiction of its formation and
has the corporate or limited liability company power and authority, as
applicable, to own or lease its properties and to conduct its business as it is
now being conducted. The Company has previously provided, or shall provide prior
to the Closing, to Purchaser copies of the organizational documents of each
Subsidiary of the Company, and such copies are true, correct and complete. Each
such Subsidiary is duly licensed or qualified and in good standing in each
jurisdiction in which its ownership of property or the character of its
activities is such as to require such Subsidiary to be so licensed or qualified,
except where the failure to be so licensed or qualified would not have a
material adverse effect on the business, operations or financial condition of
the Company and its Subsidiaries, taken as a whole. The jurisdiction of
incorporation or organization of the Subsidiaries of the Company are set forth
on Schedule 2.5 hereto.

         Section 2.6. Capitalization of Subsidiaries of the Company.

                  (a) Except as set forth on Schedule 2.6 or in the last
sentence of this Section 2.6, (i) each Subsidiary of the Company including,
without limitation, Whiteco prior to the Dividend, is wholly-owned of record and
beneficially by the Company or another wholly-owned Subsidiary of the Company,
and (ii) the ownership interests of the Company in each such Subsidiary are
owned of record and beneficially by the Company, free and clear of any Liens
other than Liens described on Schedule 2.6 hereto. Except as set forth on
Schedule 2.6, there are no options, warrants, agreements, arrangements or other
rights relating to, or other securities exercisable or exchangeable for, any
capital stock or other equity security of any Subsidiary of the


                                       6
<PAGE>   13

Company that either (i) obligates any Subsidiary of the Company to issue, sell,
transfer, repurchase, redeem or otherwise acquire or vote any shares of capital
stock of any Subsidiary of the Company, or (ii) restricts the transfer of the
capital stock of any Subsidiary of the Company.

                  (b) The Whiteco Shares constitute all the issued and
outstanding shares of capital stock of Whiteco. The Whiteco Shares have been
duly authorized and validly issued and are fully paid and nonassessable and were
not issued in violation of any preemptive rights. On the Closing Date,
immediately prior to the Closing (after giving effect to the Dividend), Whiteco,
which, as of the date hereof, is a wholly-owned Subsidiary of the Company, will
be a wholly-owned Subsidiary of Chancellor Mezzanine.

         Section 2.7. Pro Forma Financial Statements. Attached as Schedule 2.7
hereto are (i) the unaudited consolidated balance sheet of the Company as of
March 31, 1999 (the "Pro Forma Balance Sheet"), which has been adjusted to give
effect to the Preliminary Transactions, including any accruals for Taxes
associated therewith, as if such transactions had been consummated on such date,
and (ii) the unaudited consolidated statement of operations of the Company for
the twelve-month period ended March 31, 1999, which has been adjusted to give
effect to the Preliminary Transactions as if such transactions had been
consummated on April 1, 1998 (the "Pro Forma Statement of Operations"). The Pro
Forma Balance Sheet was prepared in accordance with the books and records of
Chancellor LA and its Subsidiaries and fairly presents the assets and
liabilities of the Company as of March 31, 1999, after giving effect to the
Preliminary Transactions as if the Preliminary Transactions had been consummated
on such date, and the Pro Forma Statement of Operations was prepared in
accordance with the books and records of Chancellor LA and its Subsidiaries and
fairly present the results of operations of the Company for the twelve-month
period ended March 31, 1999, after giving effect to the Preliminary Transactions
as if such transactions had been consummated on April 1, 1998, to the extent
required by GAAP, subject to the notes and ancillary information included in
such financial statements.

         Section 2.8. Contracts; No Defaults.

                  (a) Schedule 2.8 contains a listing of all Contracts described
in clauses (i) through (xi) below to which the Company or any of its
Subsidiaries is a party, other than any such Contract (A) which will be
terminated at or prior to the Closing, or (B) as to which the Company and its
Subsidiaries will have no further liability following the Closing. True, correct
and complete copies of contracts referred to in clauses (i)-(xi) below have been
delivered to or made available to Purchaser and its agents and representatives.

                           (i) Each Contract providing for the performance of
         services or the delivery of goods and/or materials by or to the Company
         or any of its Subsidiaries entered into outside the ordinary course of
         business of the Company and its Subsidiaries and which provides for
         consideration to be furnished to or by the Company or any of its
         Subsidiaries of value in excess of $150,000 in any one year;


                                       7
<PAGE>   14

                           (ii) Each note, debenture, other evidence of
         indebtedness, guarantee, loan, credit or financing agreement or
         instrument or other contract for money borrowed, including any
         agreement or commitment for future loans, credit or financing;

                           (iii) Each lease, rental or occupancy agreement
         involving aggregate payments in excess of $150,000 in any one year;

                           (iv) Each material licensing agreement or other
         Contract with respect to patents, trademarks, copyrights, or other
         intellectual property, including agreements with current or former
         employees, consultants, or contractors regarding the appropriation or
         the nondisclosure of Intellectual Property (as hereinafter defined)
         other than customary employee, vendor and other non-disclosure
         agreements;

                           (v) Each collective bargaining agreement or other
         Contract to or with any labor union or other employee representative of
         a group of employees relating to wages, hours, and other conditions of
         employment;

                           (vi) Each joint venture agreement, partnership
         agreement, or limited liability company agreement;

                           (vii) Each material distribution, franchise, license,
         sales, commission, consulting or agency agreement for advertising to be
         provided to the Company or its Subsidiaries, excluding Advertising
         Contracts, providing for annual payments in excess of $150,000, which
         are not cancelable on thirty (30) calendar days' notice;

                           (viii) Each material option to buy any property, real
         or personal, or material options to sell any Owned Real Property or
         personal property;

                           (ix) Each Contract (except personal property leases
         and construction contracts) involving expenditures or liabilities in
         excess of $250,000, or otherwise material to the Business; and

                           (x) Each material Contract containing covenants
         limiting the freedom of the Company or its Subsidiaries to engage in
         the Business or compete with any Person other than in connection with
         any license agreements to which Chancellor LA is a party (other than
         provisions in any lease that limit the type of advertising messages or
         advertising that may be displayed on outdoor advertising structures or
         the types of advertisers);

                           (xi) Each written employment or severance agreement
         pertaining to the Business to which either the Company or any of its
         Affiliates is a party with any employee which may not be terminated at
         will, or by giving notice of thirty (30) calendar days or less, without
         cost or penalty.

                  (b) Except as set forth on Schedule 2.8, no condition exists
or event has occurred which, with notice or lapse of time or both, would
constitute a default by the Company


                                       8
<PAGE>   15

or any of its Subsidiaries under the Contracts listed pursuant to paragraph (a)
of this Section 2.8, or, to the best knowledge of the Company, any other party
thereto.

                  (c) Except as set forth on Schedule 2.8, to the Company's
knowledge, all of the Contracts set forth on Schedule 2.8 are valid and in full
force and effect. The Company and its Subsidiaries have duly performed all of
their material obligations under such Contracts to the extent those obligations
to perform have accrued, and no violation of, or default or breach under, such
Contracts by the Company or its Subsidiaries, or, to the Company's knowledge,
any other party has occurred, and neither the Company nor its Subsidiaries, nor,
to the Company's knowledge, any other party has repudiated any provisions
thereof. Since November 30, 1998, to the Company's knowledge, the Company and
its Subsidiaries have performed, in all material respects, their obligations
under the Advertising Contracts and agreements for Leased Real Property, to the
extent those obligations to perform have accrued.

         Section 2.9. Intellectual Property. Schedule 2.9 lists each material
patent, registered trademark, service mark or trade name or registered copyright
and applications for any of the foregoing (collectively, "Intellectual
Property"), held by the Company or any of its Subsidiaries and used in the
operation of the Business. The Contracts listed on Schedule 2.8 include all
material license or sublicense agreements entered into by the Company or any of
its Subsidiaries in connection with the conduct of the Business with respect to
any patent, trademark, service mark, logo, trade name or copyright to which the
Company or any of its Subsidiaries is a party and which is material to the
operation of the Business, as presently being conducted. Except as set forth on
Schedule 2.9, to the best knowledge of the Company, (i) the Company or one of
its Subsidiaries has good title to, or has the right to use pursuant to license,
sublicense, agreement or permission each such item of Intellectual Property
owned or used by it, free and clear of any Liens other than Permitted Liens, and
(ii) there is no claim of infringement pending or threatened against the Company
or any of its Subsidiaries relating to any item of Intellectual Property used in
the operation of the Business, as presently conducted.

         Section 2.10. Owned Real Property.

                  (a) Schedule 2.10 lists all Owned Real Property. The Company
or one of its Subsidiaries has (or at the Closing will have) good and marketable
fee simple title to all Owned Real Property, subject only to any (i) Permitted
Liens, (ii) Lien constituting a lease, sublease or occupancy agreement that
gives any third party any right to occupy any portion of the Owned Real
Property, and (iii) Lien reflected on any survey or in any title report made
available to Purchaser prior to the date of this Agreement.

                  (b) Except as set forth on Schedule 2.10, there are no pending
or, to the knowledge of Chancellor LA, threatened condemnation proceedings with
respect to any portion of Owned Real Property, or litigation or administrative
actions relating to any portion of Owned Real Property.

                  (c) All Owned Real Property and the improvements thereon are
supplied with utilities and other services necessary for the operation of such
facilities as currently operated.


                                       9
<PAGE>   16

         Section 2.11. Litigation and Proceedings. Except as set forth on
Schedule 2.11, there are no lawsuits, actions, suits, claims or other
proceedings at law or in equity, or to the knowledge of the Company,
investigations, before or by any court or Governmental Authority or before any
arbitrator pending or, to the knowledge of the Company, threatened, against the
Company or any of its Subsidiaries (a) in which the relief sought includes
damages in excess of $100,000 in any individual case, (b) seeking as of the date
hereof to delay, limit or enjoin the transactions contemplated by this
Agreement, or (c) that would materially impair the ability of Chancellor
Mezzanine, Chancellor LA, the Company or its Subsidiaries to perform their
obligations hereunder. Except as set forth on Schedule 2.11, there is no
unsatisfied judgment, order or decree requiring payment in excess of $100,000 or
any open injunction binding upon the Company or any of its Subsidiaries. Neither
the Company nor any of its Subsidiaries is in default with respect to or subject
to any judgment, order, writ, injunction or decree of any court or governmental
agency in any material matter.

         Section 2.12. Employee Benefit Plans.

                  (a) Definitions. The following terms, when used in this
Section 2.12, shall have the following meanings. Any of these terms may, unless
the context otherwise requires, be used in the singular or the plural depending
on the reference.

                           (i) Employee Plans. "Employee Plans" shall mean all
         Multiemployer Plans, Pension Plans and Welfare Plans.

                           (ii) ERISA. "ERISA" shall mean the Employee
         Retirement Income Security Act of 1974, as amended.

                           (iii) Multiemployer Plan. "Multiemployer Plan" shall
         mean any "multiemployer plan," as defined in Section 4001(a)(3) of
         ERISA, (A) to which the Company or any of its Subsidiaries maintains,
         administers, contributes or is required to contribute, and (B) which
         covers any employee or former employee of the Company or any of its
         Subsidiaries (with respect to their relationship with such entities).

                           (iv) PBGC. "PBGC" shall mean the Pension Benefits
         Guaranty Corporation.

                           (v) Pension Plan. "Pension Plan" shall mean any
         "employee pension benefit plan" as defined in Section 3(2) of ERISA
         (other than a Multiemployer Plan) (A) which the Company or any of its
         Subsidiaries maintains, administers, contributes to or is required to
         contribute to, and (B) which covers any employee or former employee of
         the Company or any of its Subsidiaries (with respect to their
         relationship with such entities).

                           (vi) Welfare Plan. "Welfare Plan" shall mean any
         "employee welfare benefit plan" as defined in Section 3(1) of ERISA,
         (A) which the Company or any of its Subsidiaries maintains,
         administers, contributes to or is required to contribute to, and


                                       10
<PAGE>   17

         (B) which covers any employee or former employee of the Company or any
         of its Subsidiaries (with respect to their relationship with such
         entities).

                  (b) Disclosure. Schedule 2.12 contains a complete list of
Employee Plans.

                  (c) Representations. Chancellor LA represents and warrants as
follows:

                           (i) Pension Plans

                                             (A) Except as set forth on Schedule
                  2.12, each Pension Plan and each related trust agreement,
                  annuity contract or other funding instrument which is intended
                  to be qualified and tax-exempt under the provisions of Code
                  Sections 401(a) and 501(a) has been determined by the Internal
                  Revenue Service to be so qualified and tax-exempt or
                  application for such determination has been made.

                                             (B) Except as set forth on Schedule
                  2.12, each Pension Plan and each related trust agreement,
                  annuity contract or other funding instrument is in material
                  compliance with its terms and, both as to form and in
                  operation, with the requirements prescribed by any and all
                  statutes, orders, rules and regulations which are applicable
                  to such plans, including without limitation ERISA and the
                  Code.

                                             (C) The Company does not sponsor,
                  and has not sponsored at any time during the five (5) year
                  period ending on the Closing Date, a Pension Plan that is
                  subject to Title IV of ERISA. None of the Company, nor any of
                  its Subsidiaries has incurred any material liability, directly
                  or indirectly, for breach of any provision of ERISA.

                                    (ii) Multiemployer Plans. None of the
         Company, Chancellor Mezzanine, Chancellor LA or any Subsidiary of any
         of the foregoing, has been a participating employer in, or has assumed
         any liabilities under, a Multiemployer Plan at any time during the five
         (5) year period ending on the Closing Date.

                                    (iii) Welfare Plans. Except as set forth on
         Schedule 2.12, each Welfare Plan is in material compliance with its
         terms and, both as to form and operation, with the requirements
         prescribed by any and all statutes, orders, rules and regulations which
         are applicable to such Welfare Plan, including without limitation ERISA
         and the Code.

         Section 2.13. Labor Relations. Schedule 2.13 contains a list of all
collective bargaining agreements to which the Company or any of its Subsidiaries
is a party and all written employment or severance agreements pertaining to the
Business to which either the Company or any of its Affiliates is a party with
respect to any employee, which may not be terminated at will, or by giving
notice of thirty (30) calendar days or less, without cost or penalty, to employ
or terminate executive officers or other personnel, or that will result in the
payment by, or the creation of, any commitment or obligation (absolute or
contingent) to pay on behalf of Purchaser, Chancellor Mezzanine, Chancellor LA,
the Company or any Subsidiaries of the Company, any severance,


                                       11
<PAGE>   18

termination, "golden parachute" or other similar payments as a result of the
consummation of the transactions contemplated hereby. Chancellor LA has
delivered or made available to Purchaser true, correct and complete copies of
each such Contract, as amended to date. Except as set forth on Schedule 2.13, in
the last twelve (12) months, neither the Company nor its Subsidiaries have
experienced any attempt by organized labor or its representatives to make the
Company or its Subsidiaries conform to demands of organized labor relating to
its employees or enter into a binding agreement with organized labor that would
cover the employees. Except as set forth on Schedule 2.13, there is no labor
strike or labor disturbance pending or, to Chancellor LA's knowledge, threatened
against the Company or its Subsidiaries, and in the past three (3) years the
Company and its Subsidiaries have not experienced a work stoppage or other labor
difficulty. The Company and its Subsidiaries are in material compliance with all
applicable laws respecting employment practices, employee documentation, terms
and conditions of employment and wages and hours and, to Chancellor LA's
knowledge, neither the Company nor its Subsidiaries has engaged in any unfair
labor practice. There is no unfair labor practice charge or complaint against
the Company or its Subsidiaries pending, or to the knowledge of Chancellor LA,
threatened before the National Labor Relations Board or any other domestic or
foreign government agency arising out of the conduct of the business of the
Company or its Subsidiaries.

         Section 2.14. Legal Compliance. Except with respect to matters set
forth on Schedule 2.14, and compliance with Environmental Laws (as to which
certain representations and warranties are made pursuant to Section 2.15), the
Company and each of its Subsidiaries is in compliance with all laws (including
rules and regulations thereunder) of federal, state, local and foreign
governments (and all agencies thereof) applicable thereto, except where such
instances of noncompliance would not have a material adverse effect on the
business, operations or financial condition of the Company and its Subsidiaries,
taken as a whole.

         Section 2.15. Environmental Matters. Except as set forth on Schedule
2.15, (i) the Company and each of its Subsidiaries is in compliance with all
Environmental Laws, except where such instances of noncompliance would not have
a material adverse effect on the business, operations or financial condition of
the Company and its Subsidiaries, (ii) neither the Company nor any of its
Subsidiaries has any liability under any Environmental Law which is material to
the business, operations or financial condition of the Company and its
Subsidiaries, (iii) no notices of any violation or alleged violation of any
Environmental Law relating to the operations or properties of the Company or any
of its Subsidiaries have been received by the Company or any of its
Subsidiaries, (iv) to the knowledge of Chancellor LA, there are no
circumstances, based on currently available information, that are reasonably
likely to prevent such compliance, except where such instances would not have a
material adverse effect on the business, operations or financial condition of
the Company and its Subsidiaries, (v) to the knowledge of Chancellor LA, there
are no underground storage tanks, above-ground storage tanks, or polychlorinated
biphenyls located on, in or under Owned Real Property or real property leased by
the Company or its Subsidiaries, except in compliance with Environmental Laws,
except where such instances would not have a material adverse effect on the
business, operations or financial condition of the Company and its Subsidiaries,
and (vi) no hazardous substances, wastes or materials, as defined by
Environmental Laws, have been stored, released, recycled or disposed of, on,
under or at any such property such that the property is currently subject to a
lawful order by a Governmental Authority that requires remediation of such
property, except where such instances would not have


                                       12
<PAGE>   19

a material adverse effect on the business, operations or financial condition of
the Company and its Subsidiaries.

         Section 2.16. Taxes. Except as set forth on Schedule 2.16:

                  (a) The Company and each of its Subsidiaries have timely filed
all income Tax Returns required to be filed by it (subject to any applicable
extensions). Each Affiliated Group with which the Company or its Subsidiaries
files a consolidated, combined or unitary Tax Return has timely filed all such
income Tax Returns that it was required to file (subject to any applicable
extensions) for each taxable period during which the Company or its Subsidiaries
was a member of the group;

                  (b) Each of the Company and its Subsidiaries has duly paid in
full (or there has been paid on its behalf) or will have established (or there
will have been established on its behalf) an adequate reserve on the Closing
Balance Sheet for all Taxes that are payable or may become payable by the
Company or its Subsidiaries (i) in respect of any taxable period ending on or
before the Closing Date and (y) for any taxable period that begins before the
Closing Date and ends thereafter, to the extent such Taxes are attributable to
the portion of such period ending on the Closing Date under the terms of Section
6.4(b);

                  (c) The Company and each Subsidiary has withheld and paid over
all Taxes required to have been withheld and paid over on or before the Closing
Date, and complied with all information reporting and backup withholding
requirements required to be complied with on or before the Closing Date,
including maintenance of required records with respect thereto, in connection
with amounts paid or owing to any employer, creditor, independent contractor or
other third party. There are no Liens on any of the assets of the Company or any
of its Subsidiaries with respect to Taxes, other than liens for Taxes not yet
due and payable or for Taxes being contested in good faith through appropriate
proceedings and for which reserves have been or will be established on the
Closing Balance Sheet in accordance with GAAP;

                  (d) None of the Company or any of its Subsidiaries has waived
any law or regulation fixing, or consenting to the extension of, any period of
time for assessment of any Taxes which waiver or consent is currently in effect.
None of Chancellor Mezzanine, Chancellor LA or any of their stockholders has
waived any law or regulation fixing, or consenting to the extension of, any
period of time for assessment of any Taxes of the Company or any of the
Subsidiaries which waiver or consent is currently in effect. There is no pending
examination or proceeding by any authority or agency with respect to the Company
or any Subsidiary relating to the assessment or collection of Taxes;

                  (e) There will not be as of the Closing Date any outstanding
balances of deferred gain or loss accounts related to deferred intercompany
transactions with respect to the Company or its Subsidiaries under Treasury
Regulation Section 1.1502-13. As of the Closing Date, neither the Company nor
any of its Subsidiaries will have any obligation or will have any obligation
that could arise under any Tax sharing agreement between it and another entity;
and


                                       13
<PAGE>   20

                  (f) None of the Company, any of its Subsidiaries or any
stockholders of the Company has made or will become obligated to make, as a
result of the sale of the Company Shares or the Whiteco Shares, any payments
that would be nondeductible by the Company or its Subsidiaries (in whole or in
part) pursuant to Section 280G of the Code.

         Section 2.17. Governmental Authorities; Consents. Assuming the truth
and completeness of the representations and warranties of Purchaser contained in
this Agreement, no consent, approval or authorization of, or designation,
declaration or filing with, any Governmental Authority or other third party is
required on the part of Chancellor Mezzanine or Chancellor LA with respect to
each of such parties' execution or delivery of this Agreement or the
consummation of the transactions contemplated hereby, except for (i) applicable
requirements of the HSR Act, or (ii) as otherwise disclosed in Schedule 2.17.

         Section 2.18. Interest in Competitors, Suppliers, and Customers. Except
as set forth on Schedule 2.18 attached hereto, to the knowledge of Chancellor
LA, no stockholder, officer, or director of Chancellor Media Corporation or any
Affiliate of any such stockholder, officer, or director has any ownership
interest in any competitor, supplier, or customer of the Company or any property
used in the operation of the Business.

         Section 2.19. Insurance. All material assets and properties of the
Company and its Subsidiaries are covered by valid and currently effective
insurance policies or programs of self-insurance in such types and amounts as
are consistent with customary practices and standards of companies engaged in
businesses similar to that of the Company and its Subsidiaries.

         Section 2.20. Brokers' Fees. No broker, finder, investment banker or
other Person is entitled to any brokerage fee, finders' fee or other commission
in connection with the transactions contemplated by this Agreement based upon
arrangements made by the Company or any of its Affiliates, except for any
arrangement with Morgan Stanley Dean Witter & Co. or Greenhill & Co., LLC, for
which Chancellor LA shall be solely responsible.

         Section 2.21. Events Subsequent to March 31, 1999. Except as set forth
on Schedule 2.21, from March 31, 1999 to the date hereof, there has not occurred
any material adverse change in the business, financial condition or results of
operations of the Company or its Subsidiaries, taken as a whole.

         Section 2.22. Chancellor Mezzanine Securities Act Representations.

                  (a) Chancellor Mezzanine is acquiring the Lamar Mezzanine
Shares for investment for its own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof in violation of
the Securities Act. Chancellor Mezzanine does not have any present intention of
selling, granting any participation in, or otherwise distributing the Lamar
Mezzanine Shares otherwise than pursuant to an effective registration statement
under the Securities Act or in a transaction exempt from the registration
requirements under the Securities Act and applicable state securities laws.
Other than the possible contribution of the Lamar Mezzanine Shares to a
Subsidiary, Chancellor Mezzanine does not have any contract,


                                       14
<PAGE>   21

undertaking, agreement or arrangement with any Person to sell, transfer or grant
participations to such Person or to any third Person, with respect to any of the
Lamar Mezzanine Shares.

                  (b) Chancellor Mezzanine acknowledges that the issuance of the
Lamar Mezzanine Shares will not be registered under the Securities Act or any
state securities laws on the basis of a claimed exemption by Purchaser Parent
that the issuance of the Lamar Mezzanine Shares as provided for herein is exempt
from registration under the Securities Act and applicable state securities laws.
Chancellor Mezzanine acknowledges that the availability of such exemptions is
predicated in part on Chancellor Mezzanine's representations set forth in this
Section 2.22 and that Purchaser Parent is relying on such representations.

                  (c) Chancellor Mezzanine has received all the information it
considers necessary or appropriate for deciding whether to accept the Lamar
Mezzanine Shares. Chancellor Mezzanine has had an opportunity to ask questions
of and to receive answers from Purchaser and Purchaser Parent regarding the
terms and conditions of the issuance of the Lamar Mezzanine Shares and the
business, properties, financial condition and prospects of Purchaser and
Purchaser Parent and to obtain additional information (to the extent Purchaser
or Purchaser Parent possessed such information or could acquire it without
unreasonable effort or expense) necessary to verify the accuracy of any
information furnished to Chancellor Mezzanine or to which Chancellor Mezzanine
had access.

                  (d) Chancellor Mezzanine acknowledges that it is able to bear
the economic risk of the investment in the Lamar Mezzanine Shares, and has such
knowledge and experience in financial and business matters that it is capable of
evaluating the benefits and risks of the investment in the Lamar Mezzanine
Shares.

                  (e) Chancellor Mezzanine is an "accredited investor" as
defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

                  (f) Chancellor Mezzanine acknowledges that the Lamar Mezzanine
Shares may not be sold, transferred or otherwise disposed of without
registration under the Securities Act or an applicable exemption therefrom and
that in the absence of any effective registration statement covering the Lamar
Mezzanine Shares or an available exemption from registration under the
Securities Act, the Lamar Mezzanine Shares must be held indefinitely. Chancellor
Mezzanine further acknowledges that the Lamar Mezzanine Shares may not be sold
pursuant to Rule 144 promulgated under the Securities Act unless all of the
conditions of that rule are met.

                  (g) Chancellor Mezzanine acknowledges that each certificate
representing any of the Lamar Mezzanine Shares will be endorsed with a legend
substantially similar to the following:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE
         SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE
         OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE


                                       15
<PAGE>   22

         ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT
         TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144
         UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER
         SUCH ACT.

         Section 2.23. Chancellor LA Securities Act Representations.

                  (a) Chancellor LA is acquiring the Lamar LA Shares for
investment for its own account, not as a nominee or agent, and not with a view
to the resale or distribution of any part thereof in violation of the Securities
Act. Chancellor LA does not have any present intention of selling, granting any
participation in, or otherwise distributing the Lamar LA Shares otherwise than
pursuant to an effective registration statement under the Securities Act or in a
transaction exempt from the registration requirements under the Securities Act
and applicable state securities laws. Chancellor LA does not have any contract,
undertaking, agreement or arrangement with any Person to sell, transfer or grant
participations to such Person or to any third Person, with respect to any of the
Lamar LA Shares.

                  (b) Chancellor LA acknowledges that the issuance of the Lamar
LA Shares will not be registered under the Securities Act or any state
securities laws on the basis of a claimed exemption by Purchaser Parent that the
issuance of the Lamar LA Shares as provided for herein is exempt from
registration under the Securities Act and applicable state securities laws.
Chancellor LA acknowledges that the availability of such exemptions is
predicated in part on Chancellor LA's representations set forth in this Section
2.23 and that Purchaser Parent is relying on such representations.

                  (c) Chancellor LA has received all the information it
considers necessary or appropriate for deciding whether to accept the Lamar LA
Shares. Chancellor LA has had an opportunity to ask questions of and to receive
answers from Purchaser and Purchaser Parent regarding the terms and conditions
of the issuance of the Lamar LA Shares and the business, properties, financial
condition and prospects of Purchaser and Purchaser Parent and to obtain
additional information (to the extent Purchaser or Purchaser Parent possessed
such information or could acquire it without unreasonable effort or expense)
necessary to verify the accuracy of any information furnished to Chancellor LA
or to which Chancellor LA had access.

                  (d) Chancellor LA acknowledges that it is able to bear the
economic risk of the investment in the Lamar LA Shares, and has such knowledge
and experience in financial and business matters that it is capable of
evaluating the benefits and risks of the investment in the Lamar LA Shares.

                  (e) Chancellor LA is an "accredited investor" as defined in
Rule 501(a) of Regulation D promulgated under the Securities Act.

                  (f) Chancellor LA acknowledges that the Lamar LA Shares may
not be sold, transferred or otherwise disposed of without registration under the
Securities Act or an applicable exemption therefrom and that in the absence of
any effective registration statement covering the Lamar LA Shares or an
available exemption from registration under the Securities


                                       16
<PAGE>   23

Act, the Lamar LA Shares must be held indefinitely. Chancellor LA further
acknowledges that the Lamar LA Shares may not be sold pursuant to Rule 144
promulgated under the Securities Act unless all of the conditions of that rule
are met.

                  (g) Chancellor LA acknowledges that each certificate
representing any of the Lamar LA Shares will be endorsed with a legend
substantially similar to the following:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE
         SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE
         OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
         ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT
         TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144
         UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER
         SUCH ACT.

         Section 2.24. Divesture Assets. Chancellor LA has effected the sale or
other disposal of the outdoor advertising assets mandated by the United States
Department of Justice pursuant to the Final Judgments, as more particularly
described on Annex A hereto (the "Divestiture Assets").

         Section 2.25. Necessary Lender Approvals. Chancellor LA has received
all necessary approvals and consents from its senior Lenders to the consummation
of the transactions contemplated hereby, including, without limitation, the
Dividend and releases from any and all applicable Liens created by such Lenders
and releases from any and all guarantees of each of the Company and its
Subsidiaries, in each case, effective as of the Closing, a copy of which
approval and consent has been delivered to Purchaser.

                                   ARTICLE 3.
                         REPRESENTATIONS AND WARRANTIES
                        OF PURCHASER AND PURCHASER PARENT

                  Purchaser and Purchaser Parent, jointly and severally,
represent and warrant to each Seller that, as of the date of this Agreement:

         Section 3.1. Corporate Organization and Authority of Purchaser and
Purchaser Parent.

                  (a) Purchaser has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware and has the corporate power and authority to enter into and perform its
obligations under this Agreement. The execution and delivery of this Agreement
by Purchaser and the consummation of the transactions contemplated hereby have
been duly and validly authorized and approved by the Board of Directors of
Purchaser and no other corporate proceeding on the part of Purchaser is
necessary to authorize this Agreement or the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by Purchaser
and, assuming this Agreement constitutes a valid and binding agreement of each
Seller, constitutes a legally valid and binding obligation of


                                       17
<PAGE>   24

Purchaser, enforceable against Purchaser in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights generally and subject,
as to enforceability, to general principles of equity.

                  (b) Purchaser Parent has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware and has the corporate power and authority to enter into and perform its
obligations under this Agreement. The execution and delivery of this Agreement
by Purchaser Parent and the consummation of the transactions contemplated hereby
have been duly and validly authorized and approved by the Board of Directors of
Purchaser Parent, and except for the consent of the stockholders of Purchaser
Parent provided in Section 5.5 hereof, no other corporate proceeding on the part
of Purchaser Parent is necessary to authorize this Agreement or the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by Purchaser Parent and, assuming this Agreement constitutes a valid
and binding agreement of each Seller, constitutes a legally valid and binding
obligation of Purchaser Parent , enforceable against Purchaser Parent in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights generally and subject, as to enforceability, to general
principles of equity.

         Section 3.2. No Conflict. The execution and delivery of this Agreement
by each of Purchaser and Purchaser Parent and the consummation of the
transactions contemplated hereby does not and will not violate any provision of,
or result in the breach of: (a) any applicable law, rule or regulation of any
Governmental Authority, or any agreement, indenture or other instrument to which
such entity is a party or by which such entity may be bound, or of any order,
judgment or decree applicable to such entity, or terminate or result in the
termination of any such agreement, indenture or instrument, or result in the
creation of any Lien, charge or encumbrance upon any of the properties or assets
of Purchaser or constitute an event which, after notice or lapse of time or
both, would result in any such violation, breach, acceleration, termination or
creation of a Lien; or (b) the Certificate of Incorporation, Bylaws, or other
organizational documents of such entity.

         Section 3.3. Litigation and Proceedings. Except as disclosed in the
Purchaser SEC Documents or the Purchaser Parent SEC Documents, there are no
lawsuits, actions, suits, claims or other proceedings at law or in equity, or,
to the knowledge of Purchaser or Purchaser Parent, investigations, before or by
any court or Governmental Authority or before any arbitrator pending or, to the
knowledge of Purchaser or Purchaser Parent, threatened, against Purchaser,
Purchaser Parent or any of their Affiliates which, if determined adversely,
could reasonably be expected to have a material adverse effect on (a) the
ability of each of Purchaser and Purchaser Parent to enter into and perform its
obligations under this Agreement, or (b) the business, financial condition or
results of operations of Purchaser or Purchaser Parent. There is no unsatisfied
judgment, order or decree or any open injunction binding upon Purchaser or
Purchaser Parent or any of their Affiliates which could reasonably be expected
to have a material adverse effect on the ability of each of Purchaser and
Purchaser Parent to enter into and perform its obligations under this Agreement.


                                       18
<PAGE>   25

         Section 3.4. Governmental Authorities; Consents. Assuming the truth and
completeness of the representations and warranties of each Seller contained in
this Agreement, no consent, approval or authorization of, or designation,
declaration or filing with, any governmental authority or other third party is
required on the part of Purchaser or Purchaser Parent with respect to
Purchaser's and Purchaser Parent's execution or delivery of this Agreement or
the consummation of the transactions contemplated hereby, except for (i)
applicable requirements of the HSR Act or (ii) the preparation and filing of a
proxy or information statement of Purchaser Parent with the Securities and
Exchange Commission (the "SEC") pursuant to Section 5.5.

         Section 3.5. Brokers' Fees. No broker, finder, investment banker or
other Person is entitled to any brokerage fee, finders' fee or other commission
in connection with the transactions contemplated by this Agreement based upon
arrangements made by Purchaser, Purchaser Parent or any of their Affiliates.

         Section 3.6. Capital Structure of Purchaser Parent and Purchaser.

                  (a) The authorized capital stock of Purchaser Parent consists
of (i) 125,000,000 shares of Purchaser Parent Class A Common Stock, (ii)
37,500,000 shares of Class B Common Stock, par value $0.001 per share (the
"Purchaser Parent Class B Common Stock"), of Purchaser Parent, (iii) 10,000
shares of Class A Preferred Stock, $638.00 par value per share (the "Purchaser
Parent Class A Preferred Stock"), of Purchaser Parent, and (iv) 1,000,000 shares
of Preferred Stock, $0.001 par value per share (the "Purchaser Parent Preferred
Stock"), of Purchaser Parent. At the close of business on August 4, 1999 (a)
43,568,340 shares of Purchaser Parent Class A Common Stock were issued and
outstanding, (b) no more than 1,000,000 shares of Purchaser Parent Class A
Common Stock were reserved for issuance pursuant to outstanding options (the
"Purchaser Parent Stock Options") to purchase shares of Purchaser Parent Class A
Common Stock granted under Purchaser Parent's 1996 Equity Incentive Plan, (c)
17,700,000 shares of Purchaser Parent Class A Common Stock were reserved for
issuance upon conversion of outstanding shares of Purchaser Parent Class B
Common Stock, (d) 17,699,997 shares of Purchaser Parent Class B Common Stock
were issued and outstanding, (e) 5,719.49 shares of Purchaser Parent Class A
Preferred Stock were issued and outstanding, and (f) no shares of Purchaser
Parent Class A Common Stock, Purchaser Parent Class B Common Stock, Purchaser
Parent Class A Preferred Stock or Purchaser Parent Preferred Stock were held as
treasury shares by Purchaser Parent or any Subsidiary of Purchaser Parent.
Except as set forth above, at the close of business on August 4, 1999, no shares
of capital stock or other equity securities of Purchaser Parent were authorized,
issued, reserved for issuance or outstanding. All outstanding shares of capital
stock of Purchaser Parent are, and all shares which may be issued (1) upon the
exercise of outstanding Purchaser Parent Stock Options, or (2) to Chancellor
Mezzanine and Chancellor LA pursuant to the terms of this Agreement will be,
when issued, duly authorized, validly issued, fully paid and nonassessable and
not subject to preemptive rights. No bonds, debentures, notes or other
indebtedness of Purchaser Parent or any Subsidiary of Purchaser Parent having
the right to vote (or convertible into, or exchangeable for, securities having
the right to vote) on any matters on which the stockholders of Purchaser Parent
or any Subsidiary of Purchaser Parent may vote are issued or outstanding. All
the outstanding shares of capital stock or other equity interests of each
Subsidiary of Purchaser Parent have been validly issued and are fully paid and
nonassessable and are owned by Purchaser Parent, by one or more wholly-owned


                                       19
<PAGE>   26

subsidiaries of Purchaser Parent or by Purchaser Parent and one or more such
wholly-owned subsidiaries, free and clear of all Liens. Except as set forth
above, or except as set forth in Purchaser Parent SEC Documents (as defined in
Section 3.7), neither Purchaser Parent nor any Subsidiary of Purchaser Parent
has any outstanding option, warrant, agreement, arrangement or other rights,
relating to the capital stock of Purchaser Parent or any Subsidiary of Purchaser
Parent that either (x) obligates Purchaser Parent or any Subsidiary of Purchaser
Parent to issue, sell or transfer, repurchase, redeem, purchase, register for
sale or otherwise acquire or vote any shares of the capital stock or other
equity securities of Purchaser Parent or any of its Subsidiaries or (y)
restricts the transfer of the Purchaser Parent Class A Common Stock. From the
close of business on August 4, 1999, neither Purchaser Parent nor any Subsidiary
of Purchaser Parent has issued any capital stock or securities or other rights
convertible into or exercisable or exchangeable for shares of such capital
stock, other than any issuances of shares of Purchaser Parent Class A Common
Stock pursuant to the exercise of Purchaser Parent Stock Options outstanding on
the date hereof.

                  (b) The authorized capital stock of Purchaser consists of
1,000 shares of common stock, par value $.01 per share (the "Purchaser Common
Stock"). As of the date hereof, 100 shares of Purchaser Common Stock were issued
and outstanding. All outstanding shares of capital stock of Purchaser are owned
beneficially and of record by Purchaser Parent and are duly authorized, validly
owned, fully paid and nonassessable and not subject to preemptive rights.
Section

         3.7. SEC Documents; Financial Statements. (i) Each of Purchaser and
Purchaser Parent has filed with the SEC all required reports, schedules, forms,
statements and other documents since, with respect to Purchaser, Purchaser's
initial public offering and, with respect to Purchaser Parent, the Restructuring
(such reports, schedules, forms, statements and any other documents filed with
the SEC and publicly available prior to the date of this Agreement are
hereinafter referred to as the "Purchaser SEC Documents" and the "Purchaser
Parent SEC Documents," respectively); (ii) as of their respective dates, the
Purchaser SEC Documents and the Purchaser Parent SEC Documents complied in all
material respects with the requirements of the Securities Act of 1933, as
amended (the "Securities Act"), or the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), as the case may be, and the rules and regulations
of the SEC promulgated thereunder applicable to such Purchaser SEC Documents and
such Purchaser Parent SEC Documents, and none of the Purchaser SEC Documents or
the Purchaser Parent SEC Documents as of such dates contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading; and (iii) as of
their respective dates, the consolidated financial statements of (a) Purchaser
and its predecessors included in the Purchaser SEC Documents and (b) Purchaser
Parent and its predecessors included in the Purchaser Parent SEC Documents
complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect
thereto, have been prepared in accordance with GAAP applied on a consistent
basis during the periods involved (except as may be indicated in the notes
thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of
Regulation S-X) and fairly present, in all material respects, the consolidated
financial position of Purchaser and Purchaser Parent, as the case may be, and
their respective consolidated Subsidiaries (or predecessors and their respective
consolidated Subsidiaries) as of the dates thereof and the consolidated results
of their operations


                                       20
<PAGE>   27

and cash flows for the periods then ended (on the basis stated therein and
subject, in the case of unaudited quarterly statements, to normal year-end audit
adjustments).

         Section 3.8. Legal Compliance. Except with respect to matters disclosed
in the Purchaser SEC Documents or the Purchaser Parent SEC Documents, Purchaser
Parent and each of its Subsidiaries (including, without limitation, Purchaser)
is in compliance with all laws (including rules and regulations thereunder) of
federal, state, local and foreign governments (and all agencies thereof)
applicable thereto, except where such instances of noncompliance would not have
a material adverse effect on the business, operations or financial condition of
Purchaser Parent and its Subsidiaries, taken as a whole.

         Section 3.9. Interest in Competitors, Suppliers and Customers. Except
as set forth on Schedule 3.9, to the knowledge of Purchaser or Purchaser Parent,
no stockholder, officer, or director of Purchaser or Purchaser Parent or any
Affiliate of any such stockholder, officer or director has any ownership
interest in any competitor, supplier, or customer of Purchaser or any property
used in the operation of the business of Purchaser or Purchaser Parent.

         Section 3.10. State Takeover Statutes. The Board of Directors of each
of Purchaser and Purchaser Parent has approved the terms of this Agreement and
the consummation of the transactions contemplated by this Agreement and such
approval is sufficient to render the provisions of Section 203 of the Delaware
General Corporation Law inapplicable to the acquisition of the Lamar Shares and
the other transactions contemplated by this Agreement. To the knowledge of
Purchaser or Purchaser Parent, no other state takeover statute or similar
statute or regulation applies or purports to apply to the acquisition of the
Lamar Shares to be issued pursuant to this Agreement or any of the transactions
contemplated hereby.

         Section 3.11. Subsequent Events.

                  (a) From March 31, 1999 to the date hereof, there has not
occurred any material adverse change in the business, financial condition or
results of operations of Purchaser.

                  (b) From the date of incorporation of Purchaser Parent to the
date hereof, there has not occurred any material adverse change in the business,
financial condition or results of operations of Purchaser Parent.

         Section 3.12. Securities Act Representations.

                  (a) Purchaser is acquiring the Company Shares and the Whiteco
Shares for investment for its own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof in violation of
the Securities Act. Other than the possible contribution of the Company Shares
or the Whiteco Shares to a Subsidiary, Purchaser does not have any present
intention of selling, granting any participation in, or otherwise distributing
any of the Company Shares or the Whiteco Shares otherwise than pursuant to an
effective registration statement under the Securities Act or in a transaction
exempt from the registration requirements under the Securities Act and
applicable state securities laws. Purchaser does not have any contract,
undertaking, agreement or arrangement with any Person to sell, transfer or grant


                                       21
<PAGE>   28

participations to such Person or to any third Person, with respect to any of the
Company Shares or the Whiteco Shares.

                  (b) Purchaser acknowledges neither the sale of the Company
Shares nor the Whiteco Shares will be registered under the Securities Act or any
state securities laws on the basis of a claimed exemption by either Seller that
the sale of the Company Shares and the Whiteco Shares as provided for herein is
exempt from registration under the Securities Act and applicable state
securities laws. Purchaser acknowledges that the availability of such exemptions
is predicated in part on Purchaser's representations set forth in this Section
3.12 and that each Seller is relying on such representations.

                  (c) Purchaser has received all the information it considers
necessary or appropriate for deciding whether to accept the Company Shares and
the Whiteco Shares. Purchaser has had an opportunity to ask questions of and to
receive answers from each Seller regarding the terms and conditions of the sale
of the Company Shares and the Whiteco Shares and the business, properties,
financial condition and prospects of each Seller and to obtain additional
information (to the extent either Seller possessed such information or could
acquire it without unreasonable effort or expense) necessary to verify the
accuracy of any information furnished to Purchaser or to which Purchaser had
access.

                  (d) Purchaser acknowledges that it is able to bear the
economic risk of the investment in the Company Shares and the Whiteco Shares,
and has such knowledge and experience in financial and business matters that it
is capable of evaluating the benefits and risks of the investment in the Company
Shares and the Whiteco Shares.

                  (e) Purchaser is an "accredited investor" as defined in Rule
501(a) of Regulation D promulgated under the Securities Act.

                  (f) Purchaser acknowledges that neither the Company Shares nor
the Whiteco Shares may be sold, transferred or otherwise disposed of without
registration under the Securities Act or an applicable exemption therefrom and
that in the absence of any effective registration statement covering such Shares
or an available exemption from registration under the Securities Act, the
Company Shares and the Whiteco Shares must be held indefinitely. Purchaser
further acknowledges that the neither the Company Shares nor the Whiteco Shares
may be sold pursuant to Rule 144 promulgated under the Securities Act unless all
of the conditions of that rule are met.

         Section 3.13. Commitment Letters. Purchaser has delivered to Chancellor
LA a letter of its lenders committing to fund no less than Seven Hundred Million
Dollars ($700,000,000) at Closing specifically for the transactions contemplated
by this Agreement (the "Commitment Letter"). Such Commitment Letter contains no
conditions to the funding of such amounts, other than those which are customary
for transactions of the type contemplated hereunder. The Commitment Letter shall
remain in full force and effect until the date on which Definitive Documentation
(as defined in Section 5.6(a)) has been executed, is binding and has been
delivered to Chancellor LA.


                                       22
<PAGE>   29

                                   ARTICLE 4.
                       COVENANTS AND AGREEMENTS OF SELLERS

         Section 4.1. Preliminary Transactions. Prior to or concurrent with the
Closing, Chancellor LA shall cause the Company and its Subsidiaries to effect,
or cause to be effected, the acquisition of outdoor advertising assets pursuant
to the Compromise Settlement Agreement and Mutual Release between the Company,
Chancellor Media Corporation, Randy Burkett and Jeffrey Burkett, dated May 5,
1999, and the Asset Purchase Agreement between Whiteco and Randy Burkett, dated
May 5, 1999, all as more particularly described on Annex B hereto (the "Burkett
Assets"). The transactions contemplated by (i) the sale or other disposal of the
Divestiture Assets and (ii) the acquisition of the Burkett Assets shall be
referred to herein, collectively, as the "Preliminary Transactions."

         Section 4.2. Conduct of Business. From the date hereof through the
Closing, Chancellor LA shall use commercially reasonable efforts to cause the
Company and each of its Subsidiaries, except as may be necessary to effect the
Preliminary Transactions and except as otherwise contemplated by this Agreement
or as consented to by Purchaser or Purchase Parent in writing (which consent
will not be unreasonably withheld), to operate its business in the ordinary
course and substantially in accordance with past practice and use commercially
reasonable efforts not to take any action inconsistent with this Agreement.
Without limiting the generality of the foregoing, unless consented to by
Purchaser or Purchaser Parent in writing (which consent shall not be
unreasonably withheld), Chancellor LA shall cause the Company and each of its
Subsidiaries not to, except as contemplated by this Agreement:

                  (a) change or amend its Certificate of Incorporation, Bylaws
or other organizational documents, except as otherwise required by law;

                  (b) (i) enter into, extend, materially modify, terminate or
renew any Contract of a type required to be listed on Schedule 2.8, except in
the ordinary course of business, or (ii) settle or otherwise resolve any
financial issue, claim or adjustment under any such Contract;

                  (c) sell, assign, transfer, convey, lease or otherwise dispose
of any material assets or properties, except in the ordinary course of business;

                  (d) except as otherwise required by law, take any action with
respect to the grant of any severance or termination pay (otherwise than
pursuant to policies or agreements of the Company or any of its Subsidiaries in
effect on the date hereof) which will become due and payable from the Company or
any of its Subsidiaries on or after the Closing Date; make any change in the key
management structure of the Company or any of its Subsidiaries, including,
without limitation, the hiring of additional officers or the terminations of
existing officers, other than in the ordinary course of business;

                  (e) acquire by merger or consolidation with, or merge or
consolidate with, or purchase substantially all of the assets of, or otherwise
acquire any material assets or business of any corporation, partnership,
association or other business organization or division thereof;


                                       23
<PAGE>   30

                  (f) make any material loans or advances to any partnership,
firm or corporation, or, except for expenses incurred in the ordinary course of
business, any individual;

                  (g) amend any Employee Plan or increase the salary of any
management Employee, except in the ordinary course of business;

                  (h) alter in any material respect the past practices of the
Company or its Subsidiaries with respect to the collection of receivables or
payment of payables; or

                  (i) enter into any agreement, or otherwise become obligated,
to do any action prohibited hereunder; provided, however, that none of the
foregoing shall restrict or prohibit the consummation of the Dividend.

         Section 4.3. Inspection. Subject to confidentiality obligations and
similar restrictions that may be applicable to information furnished to any
Seller, the Company or any Subsidiary of the Company by third parties that may
be in the possession of any Seller or the Company from time to time, Chancellor
LA shall afford to Purchaser, Purchaser Parent and their accountants, counsel
and other representatives reasonable access, during normal business hours, to
the properties, books, contracts, commitments, tax returns, records and
appropriate officers and employees of the Company and its Subsidiaries, and
shall furnish such representatives with all financial and operating data and
other information concerning the affairs of the Company and its Subsidiaries as
they may reasonably request.

         Section 4.4. HSR Act.

                  (a) In connection with the transactions contemplated by this
Agreement, each Seller (and, to the extent required, its Affiliates) shall
comply promptly with the notification and reporting requirements of the HSR Act
and use reasonable best efforts to obtain early termination of the waiting
period under the HSR Act. Each Seller shall promptly comply with any additional
requests for information, including requests for production of documents and
production of witnesses for interviews or depositions, by any Antitrust
Authority.

                  (b) Neither the Company nor any of its Subsidiaries shall
acquire any outdoor advertising assets in any county in which the (i) Company or
its Subsidiaries and (ii) Purchaser or its Affiliates, own a material number of
outdoor advertising assets. For purposes of this Section 4.4(b), "a material
number of outdoor advertising assets" shall mean a significant number of outdoor
advertising assets in a county, given the total number of outdoor advertising
assets in that county.

         Section 4.5. No Solicitations. From the date hereof through the
Closing, each Seller shall not, and shall not knowingly permit its Affiliates,
officers, directors, employees, representatives and agents to, directly or
indirectly, encourage, solicit, participate in, initiate or conduct discussions
or negotiations with, or provide any information to, any Person or group of
Persons (other than Purchaser, Purchaser Parent or any of their Affiliates)
concerning any merger, sale of assets, sale of shares of capital stock or
similar transactions involving the Company or any Subsidiary or division of the
Company.


                                       24
<PAGE>   31

         Section 4.6. No Solicitation or Hiring. For a period of five (5) years
following the Closing, each Seller shall not, directly or indirectly, hire or
offer employment to any employee of the Business whose employment is continued
by Purchaser after the Closing Date, unless (a) Purchaser or Purchase Parent
first terminates the employment of such employee or gives its prior written
consent to such employment or offer of employment, (b) such employee contacts a
Seller regarding employment opportunities, (c) such employee responds to any
general solicitation by any Seller for employment by such Seller, or (d) the
employment of such employee by Purchaser or Purchase Parent has been terminated.

         Section 4.7. Registration Rights Agreement and Stockholders Agreement.
Each of Chancellor Mezzanine and Chancellor LA shall, on the Closing Date,
execute and deliver to Purchaser Parent each of the Registration Rights
Agreement and the Stockholders Agreement.

         Section 4.8. Requests for Information. Each Seller shall cooperate with
Purchaser Parent in Purchaser Parent's preparation and filing with the SEC of a
preliminary proxy or information statement, as applicable, as provided in
Section 5.5, including providing Purchaser Parent with such information about
such Seller, the Company and its Subsidiaries, for use in connection with any
such preliminary proxy or information statement as Purchaser Parent may
reasonably request. The information so provided by each Seller shall not contain
any untrue statement or alleged untrue statement of a material fact or any
omission of a material fact required to be stated therein or necessary to make
such statements not misleading, but only to the extent that such untrue
statement or omission is contained in any written information so furnished by
such Seller specifically for inclusion in such preliminary proxy or information
statement.

         Section 4.9. Payment of Certain Employee Obligations. From and after
the Closing Date, Chancellor LA shall pay any severance obligations and any
payments to enforce non-competition provisions (whether such payments are
voluntary or not), arising pursuant to the contracts set forth on Schedule 4.9.

                                   ARTICLE 5.
           COVENANTS AND AGREEMENTS OF PURCHASER AND PURCHASER PARENT

         Section 5.1. HSR Act.

                  (a) In connection with the transactions contemplated by this
Agreement, Purchaser and Purchaser Parent (and, to the extent required, their
Affiliates) shall comply promptly with the notification and reporting
requirements of the HSR Act and use reasonable best efforts to obtain early
termination of the waiting period under the HSR Act. Purchaser and Purchaser
Parent shall comply promptly with any additional requests for information,
including requests for production of documents and production of witnesses for
interviews or depositions, by any Antitrust Authorities.

                  (b) In connection with the transactions contemplated hereby,
Purchaser and Purchaser Parent shall take any and all steps needed to cause the
transactions contemplated


                                       25
<PAGE>   32

by this Agreement and the Ancillary Agreements to be consummated at the earliest
practicable time, and no later than November 30, 1999.

                  (c) Neither Purchaser nor Purchaser Parent shall, nor shall
any of their Affiliates, agents or representatives, take, or fail to take, any
action which is intended, or is reasonably likely, to impede, hinder or delay
approval of the transactions contemplated by this Agreement by the Antitrust
Authorities.

                  (d) No Seller need give Purchaser or Purchaser Parent prior
notice or any opportunity to cure a breach of this Section 5.1 prior to the
exercise by any Seller of its right to terminate this Agreement in the event of
such breach by Purchaser or Purchaser Parent, in accordance with Section 8.1.

         Section 5.2. No Use of "Chancellor" Name. Promptly following the
Closing, each of Purchaser and Purchaser Parent shall take all necessary action
to cause the name of the Company and its Subsidiaries to be changed to a name
specified in a writing and delivered to Sellers by Purchaser and Purchaser
Parent at least ten (10) Business Days prior to the Closing. Following the
Closing, Purchaser, Purchaser Parent the Company and its Subsidiaries shall have
no rights to the name "Chancellor" or any variant thereof or any trademark,
service mark, trade dress, logo or trade name including the name "Chancellor" or
any name similar to it. Following the Closing, each of Purchaser and Purchaser
Parent shall cause the Company and each Affiliate of Purchaser and Purchaser
Parent to refrain from making any use of the name "Chancellor" or any variant
thereof or any trademark, service mark, trade dress, logo or trade name
including the name "Chancellor" or any name similar to it within a commercially
reasonable period of time.

         Section 5.3. Investigation; Purchaser and Purchaser Parent
Acknowledgment.

                  (a) As of the date hereof, each of Purchaser and Purchaser
Parent acknowledges and agrees that (i) it has made its own inquiry and
investigation into, and, based thereon, has formed an independent judgment
concerning, the Company, its Subsidiaries and the Business, (ii) in the course
of such inquiry, neither Purchaser nor Purchaser Parent has become aware of any
facts which would cause or constitute a breach of any representation or warranty
of either Seller set forth herein, and (iii) it has been furnished with or given
adequate access to such information about the Company, its Subsidiaries and the
Business as it has requested.

                  (b) In connection with Purchaser's and Purchaser Parent's
investigation of the Company, its Subsidiaries and the Business, each of
Purchaser and Purchaser Parent has received from Chancellor LA certain
projections, forecasts, plans and budget information concerning the Company, its
Subsidiaries and the Business. Each of Purchaser and Purchaser Parent
acknowledges that there are uncertainties inherent in attempting to make such
projections, forecasts, plans and budgets; that each of Purchaser and Purchaser
Parent is familiar with such uncertainties; each of Purchaser and Purchaser
Parent is taking full responsibility for making its own evaluation of the
adequacy and accuracy of all estimates, projections, forecasts, plans and
budgets so furnished to it; and that neither Purchaser nor Purchaser Parent will
assert any claim against either Seller or any of either Seller's directors,
officers, employees, agents, stockholders,


                                       26
<PAGE>   33

Affiliates, consultants, counsel, accountants, or representatives, or hold such
Seller or any such persons liable, with respect thereto.

                  (c) Each of Purchaser and Purchaser Parent acknowledges that
no Seller makes any representations or warranties concerning the Company, its
Subsidiaries, their respective assets or the Business, other than as expressly
set forth in Article 2 hereof, and that each Seller expressly disclaims all
other representations and warranties, including, without limitation, any
warranty of merchantability or fitness for a particular purpose.

         Section 5.4. No Solicitations or Hiring. Prior to Closing, without the
prior consent of Chancellor LA, each of Purchaser and Purchaser Parent shall
not, and shall not knowingly permit its Affiliates, officers, directors,
employees, representatives and agents to, directly or indirectly, hire, offer,
participate in, or initiate negotiations concerning, employment to or with any
employee of the Company or any of its Subsidiaries.

         Section 5.5. Stockholder Consent.

                  (a) As soon as practicable following the date of this
Agreement, Purchaser Parent shall prepare and file with the SEC a preliminary
proxy or information statement, as applicable, with respect to its proposal to
issue the Lamar Shares and shall use its best efforts to cause the proxy or
information statement to be mailed to Purchaser Parent 's stockholders as
promptly as practicable after the review process at the SEC has been completed.

                  (b) Purchaser Parent agrees and represents and warrants that
the proxy or information statement will not, at the date it is first mailed to
Purchaser Parent's stockholders or at the time of the Purchaser Parent's
stockholders meeting, if any, contain any statement which, at the time and in
light of the circumstances under which it is made, is false or misleading with
respect to any material fact, or omits to state any material fact necessary in
order to make the statements therein not false or misleading or necessary to
correct any statement in any earlier communication with respect to the
solicitation of a proxy for the same meeting or subject matter thereof which has
become false or misleading except for information provided to Purchaser Parent
by any Seller, for inclusion therein, as to which Purchaser Parent makes no such
representation or warranty. Purchaser Parent agrees that the proxy or
information statement will comply as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations promulgated
thereunder.

                  (c) Purchaser Parent agrees that it will take all action
necessary in accordance with applicable law and its Certificate of Incorporation
and Bylaws to convene a meeting of its stockholders or obtain the written
consent of its stockholders for the approval of the issuance of the Lamar
Shares. Purchaser Parent will use its best efforts to obtain the approval of its
stockholders as soon as practicable after the date hereof.

         Section 5.6. Definitive Documentation.

                  (a) Purchaser will deliver to Chancellor LA, on or prior to
August 14, 1999, definitive agreements (which have been executed and delivered
by the applicable parties and


                                       27
<PAGE>   34

which are binding), reflecting the commitment by equity and/or senior debt
sources reasonably satisfactory to Chancellor LA to provide funding to
Purchaser at or prior to Closing in an aggregate amount equal to at least
$700,000,000 (the "Definitive Documentation"). The Definitive Documentation
shall contain no conditions to the funding of such amounts, other than those
which are customary for transactions of the type contemplated hereunder. The
Definitive Documentation must remain in full force and effect until the
Closing.

                  (b) Concurrently with the delivery of the Definitive
Documentation, an executive officer of Purchaser will certify to Sellers, in
writing, that (i) Purchaser currently is meeting the covenants under its
existing lending facility and other existing instruments of indebtedness, and
(ii) Purchaser has no reason to believe that it will be unable to meet the
covenants set forth under the Definitive Documentation.

                  (c) If the Purchaser fails to deliver the Definitive
Documentation and the Certificate provided for in Section 5.6(b) by August 14,
1999, then Sellers shall have the right, by delivery of written notice to
Purchaser within the five (5) calendar days following August 14, 1999, to elect
to terminate this Agreement. In the event of termination by Sellers pursuant to
this Section 5.6(c), this Agreement shall forthwith become void and have no
effect, without any liability on the part of any party hereto or their
respective Affiliates, officers, directors or stockholders.

         Section 5.7. Conduct of Business. From the date hereof through the
Closing, each of Purchaser and Purchaser Parent shall use commercially
reasonable efforts to operate its business in the ordinary course and
substantially in accordance with past practice and use commercially reasonable
efforts not to take any action inconsistent with this Agreement. Without
limiting the generality of the foregoing, unless consented to by Sellers in
writing, neither Purchaser nor Purchaser Parent shall:

                  (a) change or amend its certificate of incorporation, bylaws
or other organizational documents, except as otherwise required by law; or

                  (b) take any action that would be prohibited by Article IV the
Stockholders Agreement if such agreement were in effect.

         Section 5.8. Registration Rights Agreement and Stockholders Agreement.
Purchaser Parent shall, on the Closing Date, execute and deliver to Sellers the
Registration Rights Agreement. Each of Purchaser Parent and Reilly Family
Limited Partnership, a Louisiana limited partnership and a stockholder of
Purchaser Parent ("RFLP"), shall, on the Closing Date, execute and deliver to
Sellers the Stockholders Agreement.

         Section 5.9. Inspection. Subject to confidentiality obligations and
similar restrictions that may be applicable to information furnished to
Purchaser or Purchaser Parent by third parties that may be in the possession of
Purchaser or Purchaser Parent from time to time, each of Purchaser and Purchaser
Parent shall afford to Sellers and their accountants, counsel and other
representatives reasonable access, during normal business hours, to the
properties, books, contracts, commitments, tax returns, records and appropriate
officers and employees of the


                                       28
<PAGE>   35

Purchaser and Purchaser Parent, and shall furnish such representatives with all
financial and operating data and other information concerning the affairs of the
Purchaser and Purchaser Parent as they may reasonably request.

                                   ARTICLE 6.
                         JOINT COVENANTS AND AGREEMENTS

         Section 6.1. Confidentiality.

                  (a) Except for any governmental filings required in order to
complete the transactions contemplated herein and as Sellers, Purchaser and
Purchaser Parent may otherwise agree or consent in writing, all information
received by Purchaser, Purchaser Parent and Sellers and their respective
representatives in contemplation, or pursuant to the terms, of this Agreement
shall be kept in confidence by the receiving party and its representatives;
provided, however, that any party hereto may disclose such information to (i)
its legal and financial advisors, lenders, financing sources and their
respective legal advisors and representatives, and (ii) such third parties as
are reasonably necessary to negotiate or consummate the sale or other
disposition by Purchaser or Purchaser Parent of assets or lines of business of
the Company or any of its Subsidiaries pursuant to a request or governmental
order by any Antitrust Authority, so long as such Persons agree to maintain the
confidentiality of such information in accordance with this Section 6.1. If the
transactions contemplated hereby shall fail to be consummated, all copies of
documents or extracts thereof containing information and data as to one of the
other parties, including all information prepared by the receiving party's
representatives may be destroyed at the option of the receiving party, with
notice of such destruction (or return) to be confirmed in writing to the
disclosing party. Any information not so destroyed (or returned) will remain
subject to these confidentiality provisions (notwithstanding any termination of
this Agreement) until the fifth (5th) anniversary of the Closing Date.

                  (b) The foregoing confidentiality provisions shall not apply
to such portions of the information received which (i) are or become generally
available to the public through no action by the receiving party or by such
party's representatives, (ii) are or become available to the receiving party on
a nonconfidential basis from a source, other than the disclosing party or its
representatives, which the receiving party believes, after reasonable inquiry,
is not prohibited from disclosing such portions to it by a contractual legal or
fiduciary obligation, or (iii) are required by law to be disclosed, and shall
not apply to any disclosure by Purchaser or Purchaser Parent after the Closing
of any information disclosed by the Company.

         Section 6.2. Support of Transaction. Purchaser, Purchaser Parent and
each Seller shall each (i) use commercially reasonable efforts to assemble,
prepare and file any information (and, as needed, to supplement such
information) as may be reasonably necessary to obtain as promptly as practicable
all governmental and regulatory consents required to be obtained in connection
with the transactions contemplated hereby, (ii) use commercially reasonable
efforts to obtain all material consents and approvals of third parties that any
of Purchaser, Purchaser Parent, either Seller, or their respective Affiliates
are required to obtain in order to consummate the transactions contemplated
hereby, (iii) take such other action as may reasonably be necessary or as
another party may reasonably request to satisfy the conditions of Article 7 or
otherwise to comply with


                                       29
<PAGE>   36

this Agreement, and (iv) provide the other parties, and such other parties
employees, officers, accountants, lawyers, financial advisors and other
representatives with access to its personnel, properties, business and records
under all reasonable circumstances.

         Section 6.3. [Intentionally Left Blank].

         Section 6.4. Tax Matters. The following provisions shall govern the
allocation of responsibility as between Purchaser and Purchaser Parent, on the
one hand, and Sellers, on the other hand, for certain Tax matters following the
Closing Date:

                  (a) Chancellor LA shall prepare and file (or cause to be
prepared and filed) in a timely manner all Tax Returns for the Company and its
Subsidiaries that relate to tax periods that end on or before the Closing Date.
All such Tax Returns shall be prepared in a manner consistent with past
practices. Purchaser shall prepare and file (or cause to be prepared and filed)
in a timely manner all other Tax Returns for the Company and any of its
Subsidiaries. All Tax Returns prepared by the Purchaser for any Straddle Period
shall be prepared in a manner consistent with past practices.

                  (b) In order to apportion any Taxes that relate to a Straddle
Period, the parties hereto will, to the extent permitted by applicable law,
elect with the relevant taxing authorities to treat for all purposes the Closing
Date as the last day of a taxable period of the Company and of its Subsidiaries,
and such period shall be treated as a "Short Period" and a "Pre-Closing Period"
for purposes of this Agreement. In any case where applicable law does not permit
the Closing Date to be treated as the last day of a Short Period, then for
purposes of this Agreement, the portion of such Taxes that is attributable to
the operation of the Company or any of its Subsidiaries for the "Pre-Closing
Partial Period" (as defined below) shall be (i) in the case of Taxes that are
not based on income gross receipts, the total amount of such Taxes for the
period in question multiplied by a fraction, the numerator of which is the
number of days in the Pre-Closing Partial Period and the denominator of which is
the number of days in the entire period in question and (ii) in the case of any
Taxes that are based on income or gross receipts, the Taxes that would be due
with respect to the Straddle Period, if such Straddle Period were a Short
Period. "Pre-Closing Partial Period" means with respect to any Taxes imposed on
the Company or any of its Subsidiaries for which the Closing Date is not the
last day of the Short Period, the period of time beginning on the first day of
the actual taxable period that includes (but does not end on) the Closing Date
and ending on and including the Closing Date.

                  (c) Each of Purchaser and Purchaser Parent covenants that it
will not, and it will not cause or permit the Company, the Company's
Subsidiaries or any Affiliate of the Purchaser or Purchaser Parent to, (i) take
any action on the Closing Date other than in the ordinary course of business,
including, but not limited to, the distribution of any dividend or the
effectuation of any redemption that could give rise to any Tax liability of any
Seller or any of their Affiliates, (ii) make any election or deemed election
under Section 338 of the Code (or any analogous or similar rules in any relevant
tax jurisdiction), or (iii) make or change any tax election, amend any Tax
Return, take any action, omit to take any action or enter into any transaction,
in each case, that results in any increased Tax liability, reduction of any Tax
Asset of any Seller, the Company or any Subsidiary of the Company in respect of
any period that ends on


                                       30
<PAGE>   37

or before the Closing Date or any Straddle Period without obtaining the Sellers'
consent, which consent shall not be unreasonably withheld.

                  (d) Each Seller or the parent of the consolidated group of
which each of them is a member may, at its or their option, elect to reattribute
certain Tax Assets of the Company or of any Subsidiary of the Company pursuant
to Treasury Regulations Section 1.1502-20(g).

                  (e) Sellers, Purchaser and Purchaser Parent agree to give
prompt notice to each other of any proposed adjustment to Taxes for periods for
which the other may have liability under this Agreement. Sellers, Purchaser and
Purchaser Parent shall cooperate with each other in the conduct of any audit or
other proceedings involving the Company or any of its Subsidiaries for such
periods and each may participate at its own expense. Purchaser and Purchaser
Parent shall cause powers of attorney authorizing Sellers or its representative
to represent the Company and its Subsidiaries before the relevant taxing
authority and such other documents as are reasonably necessary for Sellers or
their representative to control the conduct of any such audit; provided,
however, that Sellers shall not compromise or settle any such audit without
obtaining Purchaser's consent, which consent shall not be unreasonably withheld,
if such compromise or settlement would result in an increased Tax liability or a
reduction in any Tax Assets or have the effect of increasing any Tax liability
of the Company, any of its Subsidiaries, Purchaser or Purchaser Parent in each
case for any taxable period ending after the Closing Date.

                  (f) Purchaser and Purchaser Parent shall make (or cause to be
made), an election under Section 172(b)(3) of the Code (or any analogous or
similar rules in any relevant tax jurisdiction, to the extent permitted by law)
to relinquish the entire carryback period with respect to any net operating loss
attributable by the Company or any of its Subsidiaries in any taxable period
beginning after the Closing Date that could be carried back to a taxable year of
the Company and its Subsidiaries ending on or before the Closing Date. Except
for any carrybacks of Tax credits, neither Seller nor any Affiliate of either
Seller shall be required to pay to Purchaser, Purchaser Parent, the Company or
the Company's Subsidiaries any refund or credit of Taxes that results from the
carryback to any tax period ending on or before the Closing Date of any net
operating loss, capital credit or other Tax Asset attributable to the Company or
any of its Subsidiaries from any tax period beginning after the Closing Date.

                  (g) Sellers, Purchaser and Purchaser Parent agree to furnish
or cause to be furnished to each other, upon request, as promptly as
practicable, such information and assistance (including access to books and
records) relating to the Company or any of its Subsidiaries as is reasonably
necessary for the preparation of any Tax Return, claim for refund or audit, and
the prosecution or defense of any claim, suit or proceeding relating to any
proposed adjustment.

                  (h) After the Closing, Purchaser shall pay to Chancellor LA
any refunds of or credits for Taxes (net of any income Tax liability incurred as
a result of receiving such refund or credit) relating to the Company or any of
its Subsidiaries for periods ending on or before the Closing Date and for
Pre-Closing Partial Periods except to the extent any such refund or credit is
reflected as an asset on the Closing Balance Sheet. Purchaser shall cause powers
of attorneys authorizing Chancellor LA or its representatives to represent the
Company and its Subsidiaries


                                       31
<PAGE>   38

before the relevant taxing authority and such other documents as are reasonably
necessary for Chancellor LA or its representatives to receive any refunds or
credits that Chancellor LA is entitled to receive pursuant to the preceding
sentence; provided, however, that Chancellor LA shall not be permitted to file
for any refund or credit without obtaining the Purchaser's consent, which
consent shall not be unreasonably withheld, if the receipt of such refund or
credit would have the effect of increasing any Tax liability or reducing any Tax
Asset of the Company, any of its Subsidiaries, Purchaser or Purchaser Parent
(except for an increase of income Tax liability incurred as a result of
receiving such refund or credit) for any taxable period ending after the Closing
Date.

                  (i) Sellers, Purchaser and Purchaser Parent agree that all
transfer documentary, sales, use, stamp, registration and other similar Taxes
("Conveyance Taxes") incurred solely as a result of a change of control of the
Company or its Subsidiaries occurring upon consummation of this Agreement shall
be borne 50% by Purchaser and 50% by Chancellor LA. Chancellor LA's liability
for its share of Conveyance Taxes shall be discharged exclusively through an
accrual on the Closing Balance Sheet of its share of Conveyance Taxes.

                  (j) Chancellor LA shall be liable for and shall pay all Taxes
(i) of the Company or any of the Company's Subsidiaries in respect of any
taxable period ending on or before the Closing Date; (ii) of the Company or any
of the Company's Subsidiaries in respect of any Straddle Period to the extent
such Taxes are attributable to the Pre-Closing Partial Period as determined in
Section 6.4(b); (iii) that are imposed on the Company or any of the Company's
Subsidiaries under Treasury Regulation 1.1502-6 (or any similar provision of
state, local or foreign law) as a transferee or successor with respect to any
taxable period ending on or before the Closing Date or with respect to any
Pre-Closing Partial Period; (iv) imposed on the Company or any of the Company's
Subsidiaries pursuant to any Tax sharing agreement existing as of the Closing
Date; provided, however, that in each case Chancellor LA shall not be liable for
and shall not be required to pay such Taxes to the extent such Taxes are accrued
on the Closing Balance Sheet; and (v) of the Company or any of the Company's
Subsidiaries resulting from the payment of the Dividend for any taxable period,
whether such period begins before or after the Closing.

         Section 6.5. Certain Employee Benefits Matters.

                  (a) Purchaser shall or shall cause the Company and its
Subsidiaries to employ, effective as of the Closing Date, each of the employees
of the Company and its Subsidiaries who are, immediately prior to the Closing,
actively employed or on vacation, leave of absence, disability or sick leave or
lay-off (the "Transferred Employees"). For purposes of vacation entitlement
only, Purchaser shall cause Purchaser's employee benefit plans to recognize all
service for the purpose of determining vesting of benefits, participation
eligibility and benefit accrual by Transferred Employees with the Company, any
of its Subsidiaries and Chancellor LA, including service with predecessor
employers to the extent that such service was recognized by the analogous plans
of the Company, any of its Subsidiaries or either Seller such that no break or
interruption of employment or participation shall be deemed to have occurred
with respect to the Transferred Employees by reason of the transactions
contemplated by this Agreement.


                                       32
<PAGE>   39

                  (b) Purchaser agrees that any pre-existing condition
exclusions or waiting periods imposed under Purchaser's welfare benefit plans
will be no more restrictive than the analogous provisions under the applicable
plans of Chancellor LA or the Company (and shall be applied utilizing the
service crediting rules set forth in the last sentence of Section 6.5(a)) with
respect to any Transferred Employee and his or her covered dependents and
Purchaser (or Purchaser's employee benefit plans) shall assume all liabilities
relating to all claims by Transferred Employees (and their dependents and
beneficiaries) for benefits under all medical, dental, employee assistance,
life, accidental death and dismemberment, dependent life, short- and long-term
disability plans which are submitted on and after the Closing Date (including
claims related to hospital stays commenced on or before the Closing Date).
Purchaser shall provide that any expenses incurred under any Welfare Plan by a
Transferred Employee or his or her covered dependents during the plan year that
includes the Closing Date shall be taken into account under any applicable
health plan maintained by Purchaser for such plan year for purposes of
satisfying applicable deductible, coinsurance and maximum out-of-pocket
provisions.

                  (c) Purchaser shall provide continuation coverage to
Transferred Employees and former employees of the Company and its Subsidiaries
(and their covered dependents and qualified beneficiaries) who are receiving
continuation coverage required under Code Section 4980B(f) ("COBRA Continuation
Coverage") at the Closing, with respect to whom a qualifying event occurred
prior to the Closing and for which the applicable election period for COBRA
Continuation Coverage has not expired as of the Closing Date, or with respect to
whom a qualifying event occurs as a result of the Closing of the transaction
contemplated by this Agreement in compliance with the provisions of Code Section
4980B and ERISA Section 601 et seq.

                  (d) Savings Plans.

                           (i) As soon as is practicable after the Closing Date,
         but effective as of such date, Purchaser shall adopt or designate a
         401(k) Savings Plan (the "Purchaser Savings Plan") and shall establish
         a trust pursuant thereto (the "Purchaser Savings Trust"). As soon as is
         practicable after the Closing Date, Purchaser shall furnish to Sellers
         a determination letter finding the Purchaser Savings Plan and the
         Purchaser Savings Trust to be qualified and tax-exempt under Sections
         401(a) and 501(a) of the Code.

                           (ii) As soon as practicable after Sellers' receipt of
         a copy of such letter, Sellers shall cause the Chancellor Media
         Corporation 401(k) Savings Plan (the "Seller Savings Plan") and the
         Trust pursuant thereto (the "Seller Savings Trust") to transfer to the
         Purchaser Savings Plan and Purchaser Savings Trust the accounts under
         the Seller Savings Plan and the Seller Savings Trust (and the assets
         and liabilities therein) attributable to any employee of the Company as
         of immediately prior to the Closing Date or any employee of either
         Seller or any of their Affiliates, in any case, who will continue their
         employment with or shall become an employee, of the Company or
         Purchaser or any of its Affiliates as of the Closing Date (the
         "Employees"). Sellers shall cause all of such accounts to be fully
         vested upon such transfer. Such transfer shall be made in the form of
         cash. Such transfer shall satisfy the requirements of Code Sections
         401(a)(12) and 414(l)


                                       33
<PAGE>   40

         and the regulations pursuant thereto. Prior to such transfer, Purchaser
         will provide Sellers with such documents and other information as
         Sellers shall reasonably request to assure itself that the Purchaser
         Savings Plan and the Purchaser Savings Trust contain participant loan
         provisions and procedures necessary to effect the orderly transfer of
         participant loan balances associated with the transfer of assets. Prior
         to such transfer, Sellers will provide Purchaser with such documents
         and other information as Purchaser shall reasonably request to assure
         itself that the Seller Savings Plan and Seller Savings Trust are
         qualified and tax-exempt under the provisions of Code Sections 401(a)
         and 501(a) respectively as of the date of such transfer. The Purchaser
         Savings Plan shall preserve for the Employees all benefits, rights and
         features as required under Section 411(d)(6) of the Code and Purchaser
         agrees not to eliminate the ability to make participant loans without
         giving all participants in the Purchaser Savings Plan at least three
         (3) months advance notice. Sellers shall provide to Purchaser copies of
         such personnel and other records of Sellers pertaining to the Employees
         and such records of any agent or representative of either Seller, in
         each case pertaining to the Seller Savings Plan and Seller Savings
         Trust and as Purchaser may reasonably request in order to administer
         and manage the accounts and assets transferred to the Purchaser Savings
         Plan and Purchaser Savings Trust. Upon such transfer, the Purchaser
         Savings Plan shall assume all liabilities and obligations whatsoever
         with respect to all amounts transferred from the Seller Savings Plan
         and Seller Savings Trust to the Purchaser Savings Plan and Purchaser
         Savings Trust in respect of the Employees and each Seller and its
         Affiliates and the Seller Savings Plan and Seller Savings Trust shall
         be relieved of all such liabilities and obligations. Purchaser and
         Sellers shall cooperate in the filing of documents required by the
         transfer of assets and liabilities described herein.

                           (iii) The Purchaser Savings Plan shall preserve for
         the Employees all of their benefits accrued under the Seller Savings
         Plan as of the date of transfer. The Purchaser Savings Plan shall also
         provide that an Employee's period of employment with either Seller, the
         Company, any of their Subsidiaries or any predecessor thereof (as
         applicable) for which credit was given under the Seller Savings Plan
         shall be given equivalent credit under the Purchaser Savings Plan to
         the effect that if any Employee becomes an employee of the Company or
         Purchaser as of the Closing Date, or thereafter by reason of recall, no
         interruption in participation, benefit accrual or vesting service shall
         be deemed to have occurred for such Employee under the Purchaser
         Savings Plan by reason of the change in employment contemplated by this
         Agreement. The Purchaser Savings Plan shall further contain all such
         provisions as are necessary for the transfer not to cause Seller
         Savings Plan to fail to satisfy requirements of Code Sections 401(a) or
         401(k).

                           (iv) As soon as is practicable after the Closing Date
         and prior to the transfer contemplated under this Section 6.5(d),
         Sellers and Purchaser shall make such filings as are required under
         Code Section 6058(b) with respect to such transfers including the
         filing of form 5310-A.


                                       34
<PAGE>   41

                  (e) Purchaser shall be liable for all obligations with respect
to claims of Transferred Employees for workers compensation for incidents
remaining unpaid on the Closing Date to the extent reflected as a liability or
reserved for on the Closing Balance Sheet.

                  (f) Nothing contained in this Agreement shall confer upon any
Transferred Employee any rights with respect to continuance of employment by
Purchaser, nor shall any provision of this Agreement create any third party
beneficiary rights in any Transferred Employee, any beneficiary or dependents
thereof, or any collective bargaining representative thereof.

                  (g) Notwithstanding the foregoing provisions of this Section
6.5, Sellers agree to cause the termination, prior to the Closing (the
"Pre-Closing Terminations"), of any Transferred Employees that Purchaser or
Purchaser Parent requests in writing at least ten (10) days prior to the Closing
Date; provided, that the indemnification provisions set forth in Section 9.3
shall apply.

                                   ARTICLE 7.
                            CONDITIONS TO OBLIGATIONS

         Section 7.1. Conditions to Obligations of Purchaser, Purchaser Parent
and Sellers. The obligations of Purchaser, Purchaser Parent and Sellers to
consummate, or cause to be consummated, the transactions contemplated hereby are
subject to the satisfaction of the following conditions, any one or more of
which may be waived in writing by such parties:

                  (a) There shall not be in force any order or decree, statute,
rule or regulation nor shall there be on file any complaint by a governmental
agency seeking an order or decree, restraining, enjoining or prohibiting the
consummation of the transactions contemplated hereby, and none of Purchaser,
Purchaser Parent or either Seller shall have received notice from any
Governmental Authority that it has determined to institute any suit or
proceeding to restrain or enjoin the consummation of the transactions
contemplated hereby or to nullify or render ineffective this Agreement if
consummated, or to take any other action which would result in the prohibition
or a material change in the terms of the transactions contemplated hereby.

                  (b) In connection with the consummation of the transactions
contemplated by this Agreement, Chancellor LA shall have obtained all necessary
approvals and consents to the consummation of the transactions contemplated
hereby from its senior lenders, including without limitation, the Dividend and
releases from any and all applicable Liens created by such lenders and releases
from any and all guarantees of each of the Company and its Subsidiaries.

                  (c) The issuance of the Lamar Shares shall have been duly
approved by the stockholders of Purchaser Parent.

                  Section 7.2. Conditions to Obligations of Purchaser and
Purchaser Parent. The obligations of Purchaser and Purchaser Parent to
consummate, or cause to be consummated, the transactions contemplated by this
Agreement are subject to the satisfaction of the following additional
conditions, any one or more of which may be waived in writing by Purchaser and
Purchaser Parent:


                                       35
<PAGE>   42

                  (a) Each of the representations and warranties of each Seller
contained in this Agreement shall be true and correct both on the date hereof
and as of the Closing, as if made anew at and as of that time (unless to the
extent that any such representations and warranties expressly relate to an
earlier time, in which case they shall be true and correct at such earlier
time), and each of the covenants and agreements of each Seller to be performed
as of or prior to the Closing shall have been duly performed, except in each
case for changes after the date hereof which are contemplated or expressly
permitted by this Agreement, except where (i) the failure of the representations
and warranties to be true and correct, or (ii) the failure of the covenants and
agreements to be performed, as the case may be, would not have a material
adverse effect on the business, operations or financial condition of the Company
and its Subsidiaries, taken as a whole.

                  (b) Chancellor LA shall have delivered to Purchaser and
Purchaser Parent a certificate signed by an officer of Chancellor LA, dated the
Closing, certifying that, to the best of the knowledge and belief of such
officer, the conditions specified in Section 7.1(b), as they relate to
Chancellor LA, and Section 7.2(a), to the extent they relate to Chancellor LA,
have been fulfilled.

                  (c) Chancellor Mezzanine shall have delivered to Purchaser and
Purchaser Parent a certificate signed by an officer of Chancellor Mezzanine,
dated the Closing, certifying that, to the best of the knowledge and belief of
such officer, the conditions precedent specified in Section 7.2(a), to the
extent they relate to Chancellor Mezzanine, have been fulfilled.

                  (d) Any consent required for the consummation of the
transactions contemplated hereby under any Contract required to be listed on
Schedule 2.8 hereto or for the continued enjoyment by the Company and its
Subsidiaries of the benefits of any such Contract after the Closing shall have
been obtained, except where the failure to obtain such consent would not have a
material adverse effect on the business, operations or financial condition of
the Company and its Subsidiaries, taken as a whole.

                  (e) Each Seller shall have duly executed and delivered the
Registration Rights Agreement.

                  (f) Each Seller shall have duly executed and delivered the
Stockholders Agreement.

                  (g) Each Seller shall have delivered, or caused to be
delivered, to Purchaser and Purchaser Parent an executed affidavit, dated not
more than 30 days prior to the Closing Date, in accordance with Code Section
1445(b)(2) and Treasury Regulation Section 1.1445-2(b), which statement
certifies that such Seller is not a foreign person and sets forth such Seller's
name, taxpayer identification number and address.

                  (h) As of the Closing, Sellers shall have caused to be
eliminated all intercompany receivables and payables between any Seller, the
Company and its Subsidiaries.

         Section 7.3. Conditions to the Obligations of Sellers. The obligation
of each Seller to consummate the transactions contemplated by this Agreement is
subject to the satisfaction of the


                                       36
<PAGE>   43

following additional conditions, any one or more of which may be waived in
writing by each Seller:

                  (a) All waiting periods under the HSR Act applicable to the
transactions contemplated hereby shall have expired or been terminated.

                  (b) Each of the representations and warranties of Purchaser
and Purchaser Parent contained in this Agreement shall be true and correct in
all material respects both on the date hereof and as of the Closing, as if made
anew at and as of that time (unless to the extent that any such representations
and warranties expressly relate to an earlier time, in which case they shall be
true and correct at such earlier time), and each of the covenants and agreements
of Purchaser and Purchaser Parent to be performed as of or prior to the Closing
shall have been duly performed in all material respects, except in each case for
changes after the date hereof which are contemplated or expressly permitted by
this Agreement.

                  (c) Purchaser shall have delivered to each Seller a
certificate signed by an officer of Purchaser, dated the Closing, certifying
that, to the best of the knowledge and belief of such officer, the conditions
specified in Section 7.3(b), to the extent they relate to Purchaser, have been
fulfilled.

                  (d) Purchaser Parent shall have delivered to each Seller a
certificate signed by an officer of Purchaser Parent, dated the Closing
certifying that, to the best of the knowledge and belief of such officer, the
conditions specified in Section 7.3(b), to the extent they relate to Purchaser
Parent, have been fulfilled.

                  (e) Purchaser Parent shall have duly executed and delivered
the Registration Rights Agreement.

                  (f) Purchaser Parent shall have duly executed and delivered
the Stockholders Agreement.

                                   ARTICLE 8.
                                   TERMINATION

         Section 8.1. Termination. This Agreement may be terminated and the
transactions contemplated hereby abandoned:

                  (a) By mutual written consent of the parties at any time prior
to the Closing.

                  (b) Prior to the Closing, by written notice to Sellers from
Purchaser and Purchaser Parent, if (i) there is any material breach of any
representation, warranty, covenant or agreement on the part of either Seller set
forth in this Agreement, or if a representation or warranty of either Seller
shall be untrue in any material respect, in either case, such that the condition
specified in Section 8.2(a) hereof would not be satisfied at the Closing (a
"Terminating Seller Breach"), except that, if such Terminating Seller Breach is
curable by any Seller through the exercise of commercially reasonable efforts,
then, for a period of up to thirty (30) calendar


                                       37
<PAGE>   44

days, but only as long as any Seller continues to use commercially reasonable
efforts to cure such Terminating Seller Breach (the "Seller Cure Period"), such
termination shall not be effective, and such termination shall become effective
only if the Terminating Seller Breach is not cured within the Seller Cure
Period, (ii) the Closing has not occurred on or before December 1, 1999, other
than as a result of (A) a breach of a representation, warranty, covenant or
agreement of Purchaser or Purchaser Parent, or (B) a failure of all waiting
periods under the HSR Act applicable to the transactions contemplated hereby to
have expired or been terminated, or (iii) consummation of any of the
transactions contemplated hereby is enjoined, prohibited or otherwise restrained
by the terms of a final, non-appealable order or judgment of a court of
competent jurisdiction.

                  (c) Prior to the Closing, by written notice to Purchaser and
Purchaser Parent from either Seller, if (i) there is any material breach of any
representation, warranty, covenant or agreement on the part of Purchaser or
Purchaser Parent set forth in this Agreement, or if a representation or warranty
of Purchaser or Purchaser Parent shall be untrue in any material respect, in
either case, such that the condition specified in Section 8.3(a) hereof would
not be satisfied at the Closing, except as expressly provided in Sections 5.1
and 5.6 hereof (a "Terminating Purchaser Breach"), except that, if such
Terminating Purchaser Breach is curable by Purchaser or Purchaser Parent through
the exercise of commercially reasonable efforts, then, for a period of up to
thirty (30) calendar days, but only as long as Purchaser or Purchaser Parent
continues to exercise such commercially reasonable efforts to cure such
Terminating Purchaser Breach (the "Purchaser Cure Period"), such termination
shall not be effective, and such termination shall become effective only if the
Terminating Purchaser Breach is not cured within the Purchaser Cure Period, (ii)
the Closing has not occurred on or before December 1, 1999, other than as a
result of a breach of a representation, warranty, covenant or agreement of
either Seller, or (iii) consummation of any of the transactions contemplated
hereby is enjoined, prohibited or otherwise restrained by the terms of a final,
non-appealable order or judgment of a court of competent jurisdiction.

         Section 8.2. Effect of Termination. In the event of termination of this
Agreement pursuant to Section 8.1, this Agreement shall forthwith become void
and have no effect, without any liability on the part of any party hereto or
their respective Affiliates, officers, directors or stockholders, other than
liability of either Seller or of Purchaser or Purchaser Parent, as the case may
be, for such party's breaches of this Agreement occurring prior to such
termination. The provisions of Sections 6.1, 11.7, 11.11 and 11.12 hereof shall
survive any termination of this Agreement.

         Section 8.3. Other Termination. This Agreement may also be terminated
pursuant to Sections 5.6(d) or 4.9(b) hereof. The effect of a termination of
this Agreement pursuant to either Section 5.6(d) or 4.9(b) shall have the effect
set forth in Section 5.6(d) or 4.9(b), as the case may be.

                                   ARTICLE 9.
                                 INDEMNIFICATION

         Section 9.1. Survival of Representations. The representations and
warranties of each Seller contained herein shall survive the Closing for a
period of twelve (12) months following the


                                       38
<PAGE>   45

Closing Date; provided that, the representations and warranties of Sellers set
forth in Sections 2.4 and 2.6 shall survive without limitation; provided further
that the representations and warranties of Sellers set forth in Section 2.16
shall survive for a period equal to the applicable statute of limitations for
all Taxes imposed as a result of any breach of Section 2.16. None of the
representations and warranties of Purchaser or Purchaser Parent contained herein
shall survive the Closing.

         Section 9.2. Indemnification of Purchaser and Purchaser Parent.

                  (a) Each Seller shall indemnify and hold each of Purchaser and
Purchaser Parent and its officers, directors, employees and Affiliates harmless
from any damage, claim, liability or expense, including, without limitation,
reasonable attorneys' fees (collectively "Damages"), arising out of or relating
to the breach of any warranty, representation, covenant or agreement of such
Seller contained in this Agreement.

                  (b) Notwithstanding the foregoing, (i) neither Purchaser nor
Purchaser Parent shall be entitled to indemnification for any Damages unless and
until the amount of all Damages for which Purchaser or Purchaser Parent is
entitled to indemnification exceeds Two Million Five Hundred Thousand Dollars
($2,500,000) (the "Threshold Amount"), at which time Purchaser and Purchaser
Parent shall be entitled to indemnification only for all such Damages sustained
by Purchaser and Purchaser Parent to the extent that the amount of such Damages
exceeds the Threshold Amount, (ii) in no event shall the aggregate amount of
Damages for which Purchaser and Purchaser Parent shall be entitled to
indemnification exceed Twenty-Five Million Dollars ($25,000,000), and (iii) the
amount of Damages for which Purchaser and Purchaser Parent are entitled to
indemnification shall be reduced by (A) any tax benefit or deduction allowable
as a result of the incurrence of such Damages or the facts or circumstances
giving rise thereto, and (B) any insurance recoveries or other indemnities,
contributions or similar payments recoverable from any third party as a result
of the incurrence of such Damages or the facts or circumstances giving rise
thereto.

                  (c) Each of Purchaser and Purchaser Parent hereby agrees to
take, and to cause its Affiliates to take, all reasonable steps to mitigate any
Damages incurred or to be incurred by Purchaser, Purchaser Parent or their
respective Affiliates upon and after becoming aware of any event which could
reasonably be expected to give rise to any Damages.

         Section 9.3. Indemnification of Sellers. Each of Purchaser and
Purchaser Parent shall indemnify and hold each of Chancellor LA and Chancellor
Mezzanine and its officers, directors, employees and Affiliates (the "Seller
Indemnitees") harmless from any damage, claim, liability or expense, including,
without limitation, reasonable attorney's fees, arising out of or relating to
the Pre-Closing Terminations, including without limitation, under the Worker
Adjustment and Retraining Notification Act ("WARN") or any state law similar to
WARN, that would not have been a damage, claim, liability or expense of any
Seller Indemnitee if such Pre-Closing Terminations had actually occurred after
the Closing.

         Section 9.4. Conduct of Proceedings. If any claim, action, suit or
proceeding covered by the foregoing agreements to indemnify and hold harmless (a
"Proceeding") shall arise, the


                                       39
<PAGE>   46

party seeking indemnification (the "Indemnified Party") shall give written
notice thereof to the party from whom indemnification is being sought (the
"Indemnifying Party") promptly after the Indemnified Party, learns of the
existence of such Proceeding; provided, however, that failure of the Indemnified
Party to give any such Indemnifying Party prompt notice shall not bar the right
of the Indemnified Party to indemnification unless such failure has materially
prejudiced the Indemnifying Party's ability to defend the Proceeding. The
Indemnifying Party shall have the right to employ counsel reasonably acceptable
to the Indemnified Party to defend against any such Proceeding, or to
compromise, settle or otherwise dispose of the same, if such Indemnifying Party
deems it advisable to do so (in its reasonable judgment), all at the expense of
such Indemnifying Party; provided that, such Indemnifying Party shall not
settle, or consent to entry of any judgment in any Proceeding, without obtaining
a release of the Indemnified Party from, or agreeing to indemnify the
Indemnified Party for, all damages in respect of the claims underlying such
Proceeding. The parties will fully cooperate in any such action, and shall make
available to each other any books or records useful for the defense of any such
Proceeding. If any Indemnifying Party against whom an indemnification claim is
made fails to acknowledge in writing its obligation to defend against or settle
such Proceeding within thirty (30) days after receiving notice thereof from an
Indemnified Party (or such shorter time specified in the notice as the
circumstances of the matter may dictate), such Indemnified Party shall have the
right to undertake the defense and settlement of any such Proceeding, at such
Indemnifying Party's expense; provided that, if such Indemnified Party assumes
the defense of any such Proceeding, such Indemnified Party shall not settle such
Proceeding prior to final judgment thereon or forego any appeal with respect
thereto without the prior written consent of such Indemnifying Party (which
consent may not be unreasonably withheld).

         Section 9.5. Sole Remedy; Time Limitation. After the Closing has
occurred, the right to indemnification under this Article 9 shall be the
exclusive remedy of Purchaser and Purchaser Parent hereto in connection with any
breach by either Seller of its representations, warranties, covenants or
agreements contained herein. Notwithstanding the foregoing provisions of this
Article 9, neither Seller shall have any responsibility or obligation with
respect to any claim for indemnification asserted pursuant to this Article 9
unless such claim is asserted in writing by Purchaser and Purchaser Parent to
such Seller within the survival period provided in Section 9.1.

                                  ARTICLE 10.
                               CERTAIN DEFINITIONS

                  As used herein, the following terms shall have the following
meanings:

                  "Action" means any action, suit, arbitration or other
proceeding by or before any Governmental Authority.

                  "Adjustment Amount" has the meaning specified in Section 1.5.

                  "Advertising Contracts" means Chancellor LA's and its
Subsidiaries' interest in Contracts for outdoor advertising displays by
customers and clients of Chancellor LA and its Subsidiaries.


                                       40
<PAGE>   47

                  "Affiliate" means, with respect to any specified Person, any
Person that, directly or indirectly, controls, is controlled by, or is under
common control with, such specified Person, through one or more intermediaries
or otherwise.

                  "Affiliated Group" means any affiliated group within the
meaning of Code Section 1504(a).

                  "Agreement" has the meaning specified in the Preamble hereto.

                  "Ancillary Agreements" shall mean the Registration Rights
Agreement, the Stockholders Agreement, and the Voting Agreement.

                  "Antitrust Authorities" means the Antitrust Division of the
United Stated Department of Justice, the United States Federal Trade Commission
or the antitrust or competition law authorities of any other jurisdiction
(whether United States, foreign or multinational).

                  "Applicable Rate" has the meaning specified in Section 1.5.

                  "Approvals Certificate" has the meaning specified in Section
4.9(a).

                  "Auditor" has the meaning specified in Section 1.5.

                  "Burkett Assets" has the meaning specified in Section 4.1.

                  "Business" means the outdoor advertising business conducted by
the Company and its Subsidiaries.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which banks are required or authorized by law to be closed in New
York, New York.

                  "Cash Consideration" has the meaning specified in Section 1.3.

                  "Chancellor LA" has the meaning specified in the Preamble
hereto.

                  "Chancellor Mezzanine" has the meaning specified in the
Preamble hereto.

                  "Chancellor Shares" has the meaning specified in the Preamble
hereto.

                  "Closing" has the meaning specified in Section 1.4.

                  "Closing Balance Sheet" has the meaning specified in Section
1.5.

                  "Closing Date" has the meaning specified in Section 1.4.

                  "Closing Date Net Working Capital" has the meaning specified
in Section 1.5.

                  "COBRA Continuation Coverage" has the meaning specified in
Section 6.5.


                                       41
<PAGE>   48

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

                  "Commitment Letter" has the meaning specified in Section 5.6.

                  "Company" has the meaning specified in the Recitals hereof.

                  "Company Cash Consideration" has the meaning specified in
Section 1.3.

                  "Company Shares" has the meaning specified in the Recitals
hereof.

                  "Confidentiality Agreement" has the meaning specified in
Section 11.8.

                  "Contracts" means any contracts, agreements, subcontracts or
leases.

                  "Conveyance Taxes" has the meaning specified in Section 6.4.

                  "Damages" has the meaning specified in Section 9.2.

                  "Definitive Documentation" has the meaning specified in
Section 5.6.

                  "Determination Date" has the meaning specified in Section 1.5.

                  "Divestiture Assets" has the meaning specified in Section 4.1.

                  "Dividend" has the meaning specified in Section 1.1.

                  "Employees" has the meaning specified in Section 6.5.

                  "Employee Plans" has the meaning specified in Section 2.12.

                  "Environmental Laws" means, collectively, all applicable U.S.
federal, state or local laws, statutes, ordinances, rules, regulations, codes or
common law relating to health, safety, pollution or protection of the
environment, as in effect as of the date hereof.

                  "ERISA" has the meaning specified in Section 2.12.

                  "Exchange Act" has the meaning specified in Section 3.7.

                  "Final Judgments" means (i) the Final Judgments of the United
States District Court for the District of Columbia in the case of U.S. v.
Chancellor Media and Cans & Company, filed November 12, 1998, and (ii) the Final
Judgment of the United States District Court for the District of Columbia in the
case of U.S. v. Chancellor Media and Whiteco Industries, et al., filed November
25, 1998.

                  "GAAP" has the meaning specified in Section 1.5.

                  "Governmental Authority" means any Federal, state, municipal
or local government, governmental authority, regulatory or administrative
agency.


                                       42
<PAGE>   49

                  "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the rules and regulations promulgated thereunder.

                  "Indemnified Party" has the meaning specified in Section 9.4.

                  "Indemnifying Party" has the meaning specified in Section 9.4

                  "Intellectual Property" has the meaning specified in Section
2.9.

                  "IRS" means the United States Internal Revenue Service.

                  "Lamar LA Shares" has the meaning specified in Section 1.3.

                  "Lamar Mezzanine Shares" has the meaning specified in Section
1.3.

                  "Lamar Shares" has the meaning specified in Section 1.3.

                  "Leased Real Property" means all real property leases to which
the Company or any of its Subsidiaries are a party.

                  "Lien" means any mortgage, deed of trust, pledge,
hypothecation, encumbrance, security interest or other lien of any kind.

                  "Minimum Net Working Capital" has the meaning specified in
Section 1.5.

                  "Multiemployer Plan" has the meaning specified in Section
2.12.

                  "Net Working Capital" has the meaning specified in Section
1.5.

                  "Original Agreement" has the meaning specified in the Recitals
hereof.

                  "Owned Real Property" means all real property owned by the
Company or any of its Subsidiaries.

                  "PBGC" has the meaning specified in Section 2.12.

                  "Pension Plan" has the meaning specified in Section 2.12.

                  "Permits" means all licenses, permits, approvals,
authorizations or consents of any Governmental Authority, whether federal,
foreign, state, municipal or local, pertaining to the Business.

                  "Permitted Liens" means (i) mechanics, materialmen's and
similar Liens with respect to any amounts not yet due and payable or which are
being contested in good faith through appropriate proceedings, (ii) Liens for
Taxes not yet due and payable or which are being contested in good faith through
appropriate proceedings, (iii) Liens arising in connection with the sale of
foreign receivables, (iv) Liens on goods in transit incurred pursuant to
documentary letters of credit, (v) Liens securing rental payments under capital
lease agreements, (vi) Liens arising in


                                       43
<PAGE>   50

favor of the United States Government as a result of progress payment clauses
contained in any Contract, (vii) encumbrances and restrictions on real property
that do not materially interfere with the present uses of such real property,
and (viii) other Liens arising in the ordinary course of business and not
incurred in connection with the borrowing of money.

                  "Person" means any individual, firm, corporation, partnership,
limited liability company, incorporated or unincorporated association, joint
venture, joint stock company, governmental agency or instrumentality or other
entity of any kind.

                  "Pre-Closing Partial Period" has the meaning specified in
Section 6.4.

                  "Pre-Closing Termination" has the meaning specified in Section
6.5.

                  "Preliminary Transactions" has the meaning specified in
Section 4.1.

                  "Proceeding" has the meaning specified in Section 9.4.

                  "Pro Forma Balance Sheet" has the meaning specified in Section
2.7.

                  "Pro Forma Statement of Operations" has the meaning specified
in Section 2.7.

                  "Purchaser" has the meaning specified in the Preamble hereto.

                  "Purchaser Cure Period" has the meaning specified in Section
8.1.

                  "Purchaser Parent" has the meaning specified in the Preamble
hereto.

                  "Purchaser Parent Class A Common Stock" has the meaning
specified in Section 1.3.

                  "Purchaser Parent Class A Preferred Stock" has the meaning
specified in Section 3.6.

                  "Purchaser Parent Class B Common Stock" has the meaning
specified in Section 3.6.

                  "Purchaser Parent Preferred Stock" has the meaning
specified in Section 3.6.

                  "Purchaser Parent SEC Documents" has the meaning specified in
Section 3.7.

                  "Purchaser Parent Stock Options" has the meaning specified in
Section 3.6.

                  "Purchaser Savings Plan" has the meaning specified in Section
6.5.

                  "Purchaser Savings Trust" has the meaning specified in Section
6.5.

                  "Purchaser SEC Documents" has the meaning specified in Section
3.7.


                                       44
<PAGE>   51

                  "PWC" has the meaning specified in Section 1.5.

                  "Registration Rights Agreement" means the Registration Rights
Agreement among Purchaser Parent and each Seller, dated the Closing Date, in the
form attached as Annex D.

                  "Restructuring" means the corporate restructuring effected by
Purchaser on July 20, 1999, pursuant to which Purchaser became the wholly owned
subsidiary of Purchaser Parent.

                  "RFLP" has the meaning specified in Section 5.8.

                  "SEC" has the meaning specified in Section 3.4.

                  "Securities Act" has the meaning specified in Section 3.7.

                  "Seller Indemnitees" has the meaning specified in Section 9.3.

                  "Sellers" has the meaning specified in the Preamble hereto.

                  "Seller Cure Period" has the meaning specified in Section 8.1.

                  "Seller Savings Plan" has the meaning specified in Section
6.5.

                  "Seller Savings Trust" has the meaning specified in Section
6.5.

                  "Stockholders Agreement" means that Stockholders Agreement
among Purchaser Parent, each Seller and the other signatories listed therein,
dated as of the Closing Date, in the form attached as Annex E.

                  "Straddle Period" means any taxable period which begins before
and ends after the Closing Date.

                  "Subsidiary" means, with respect to any Person, a corporation
or other entity of which 50% of more of the voting power of the equity
securities or equity interests is owned, directly or indirectly, by such Person.
Except as otherwise expressly provided herein, references to Subsidiaries of the
Company shall be deemed to include Whiteco.

                  "Tax" or "Taxes" means all income, gross receipts, sales, use,
employment, franchise, profits, property or other fees, stamp duties,
assessments or similar charges (whether payable directly or by withholding),
together with any interest and any penalties or additions to tax imposed by any
tax authority with respect thereto.

                  "Tax Asset" means any net operating loss, net capital loss,
investment tax credit, foreign tax credit, charitable deduction or any other
credit or tax attribute which could reduce Taxes (including, without limitation,
deductions and credits related to alternative minimum taxes).

                  "Tax Returns" means all returns and reports (including
elections, declarations, disclosure schedules, estimates and information
returns, claims for refund, or statements of any


                                       45
<PAGE>   52

kind or nature relating to Taxes, in any schedule or amendment thereto and any
amendment thereof) required to be supplied to a Tax authority relating to Taxes.

                  "Terminating Purchaser Breach" has the meaning specified in
Section 8.1.

                  "Terminating Seller Breach" has the meaning specified in
Section 8.1.

                  "Threshold Amount" has the meaning specified in Section 9.2.

                  "Total Consideration" has the meaning specified in Section
1.3.

                  "Transferred Employees" has the meaning specified in Section
6.5.

                  "Treasury Regulations" means the regulations issued pursuant
to the Code.

                  "Voting Agreement" means the Amended and Restated Voting
Agreement among Purchaser, each Seller and RFLP, dated the date hereof, in the
form attached as Annex G.

                  "WARN" has the meaning specified in Section 9.3.

                  "Welfare Plan" has the meaning specified in Section 2.12.

                  "Whiteco" has the meaning specified in the Recitals hereof.

                  "Whiteco Cash Consideration" has the meaning specified in
Section 1.3.

                  "Whiteco Shares" has the meaning specified in the Recitals
hereof.

                                  ARTICLE 11.
                                 MISCELLANEOUS

         Section 11.1. Waiver. Any party to this Agreement may, at any time
prior to the Closing, waive any of the terms or conditions of this Agreement or
agree to an amendment or modification to this Agreement by an agreement in
writing executed in the same manner as this Agreement.

         Section 11.2. Notices. All notices and other communications among the
parties shall be in writing and shall be deemed to have been duly given when (i)
delivered in person, or (ii) five (5) calendar days after posting in the United
States mail having been sent registered or certified mail return receipt
requested, or (iii) delivered by telecopy and promptly confirmed by delivery in
person or post as aforesaid in each case, with postage prepaid, addressed as
follows:


                                       46
<PAGE>   53

                  (a) If to Purchaser or Purchaser Parent, to:

                                    Lamar Advertising Company
                                    5551 Corporate Boulevard
                                    Baton Rouge, Louisiana  70808
                                    Attention:  Keith Istre
                                    Telecopy No.:  (225) 923-0658

                                    with copies to:

                                    Jones, Walker, Waechter, Poitevent,
                                    Carrere & Denegre, L.L.P.
                                    5th Floor
                                    Four United Plaza
                                    8555 United Plaza Boulevard
                                    Baton Rouge, Louisiana  70809
                                    Attention:  Brad J. Axelrod
                                    Telecopy No.:  (225) 231-3336

                  (b) If to Chancellor LA, to:

                                    Chancellor Media Corporation of Los Angeles
                                    1845 Woodall Rogers Freeway
                                    Suite 1300
                                    Dallas, Texas  75201
                                    Attention:  General Counsel
                                    Telecopy No.:  (512) 340-7890

                                    with copies to:

                                    Latham & Watkins
                                    1001 Pennsylvania Avenue, N.W.
                                    Suite 1300
                                    Washington, D.C. 20004-2502
                                    Attention:  Eric L. Bernthal
                                    Telecopy No.:  (202) 637-2201

                                    and

                                    Weil, Gotshal & Manges LLP
                                    100 Crescent Court, Suite 1300
                                    Dallas, Texas  75201-6950
                                    Attention:  Michael A. Saslaw
                                    Telecopy No.:  (214) 746-7777


                                       47
<PAGE>   54

                  (c) If to Chancellor Mezzanine, to:

                                    Chancellor Mezzanine Holdings Corporation
                                    1845 Woodall Rogers Freeway
                                    Suite 1300
                                    Dallas, Texas  75201
                                    Attention:  General Counsel
                                    Telecopy No.:  (512) 340-7890

                                    with copies to:

                                    Latham & Watkins
                                    1001 Pennsylvania Avenue, N.W.
                                    Suite 1300
                                    Washington, D.C. 20004-2502
                                    Attention:  Eric L. Bernthal
                                    Telecopy No.:  (202) 637-2201

                                    and

                                    Weil, Gotshal & Manges LLP
                                    100 Crescent Court, Suite 1300
                                    Dallas, Texas  75201-6950
                                    Attention:  Michael A. Saslaw
                                    Telecopy No.:  (214) 746-7777

or to such other address or addresses as the parties may from time to time
designate in writing.

         Section 11.3. Termination of Subscription Agreement. Chancellor LA and
Purchaser have terminated that certain Subscription Agreement, dated as of June
1, 1999, by and between Chancellor LA and Purchaser. Such termination was
effective as of July 12, 1999 and such Subscription Agreement was thereby deemed
to be void and of no further force and effect, without any liability on the part
of Chancellor LA or Purchaser or any of their respective Affiliates.

         Section 11.4. Assignment. No party hereto shall assign this Agreement
or any part hereof without the prior written consent of the other parties.
Subject to the foregoing, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective permitted successors and
assigns.

         Section 11.5. Rights of Third Parties. Nothing expressed or implied in
this Agreement is intended or shall be construed to confer upon or give any
Person, other than the parties hereto, any right or remedies under or by reason
of this Agreement.

         Section 11.6. Expenses. Each party hereto shall bear its own expenses
incurred in connection with this Agreement and the transactions herein
contemplated whether or not such transactions shall be consummated, including,
without limitation, all fees of its legal counsel,


                                       48
<PAGE>   55

financial advisers and accountants; provided, however, that (i) the fees and
expenses of the Auditors, if any, shall be paid one-half by Purchaser and
one-half by Chancellor LA, (ii) all Conveyance Taxes imposed as a result of the
sale of the Chancellor Shares and the Lamar Shares shall be paid by Sellers,
Purchaser and Purchaser Parent as set forth in Section 6.4(i), and (iii) all
fees paid to Antitrust Authorities in connection with compliance with the
notification and reporting requirements of the HSR Act for the transactions
contemplated hereby, shall be paid by Purchaser.

         Section 11.7. Construction. This Agreement shall be construed and
enforced in accordance with the internal laws, and not the law of conflicts, of
the State of Delaware. Unless otherwise stated, references to Sections,
Articles, Schedules or Annexes refer to the Sections, Articles, Schedules and
Annexes to this Agreement. As used herein, the phrase "to the knowledge" of any
Person shall mean the actual knowledge of such Person's executive officers after
due inquiry. The parties to this Agreement participated jointly in the
negotiation and drafting of this Agreement. If any ambiguity or question of
intent or interpretation shall arise with respect to this Agreement, then this
Agreement shall be construed as if drafted jointly by the parties and no
presumption or burden of proof will arise favoring or disfavoring any party to
this Agreement by virtue of the authorship of any provision of this Agreement.

         Section 11.8. Captions; Counterparts. The captions in this Agreement
are for convenience only and shall not be considered a part of or affect the
construction or interpretation of any provision of this Agreement. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

         Section 11.9. Entire Agreement. This Agreement (together with the
Ancillary Agreements, Schedules and Annexes to this Agreement, which, although
they may be bound separately, constitute part of this Agreement) and that
certain Confidentiality Agreement between Purchaser and Chancellor LA (the
"Confidentiality Agreement") constitute the entire agreement among the parties
and supersede any other agreements, whether written or oral, that may have been
made or entered into by or among any of the parties hereto or any of their
respective Subsidiaries relating to the transactions contemplated hereby. No
representations, warranties, covenants, understandings, agreements, oral or
otherwise, relating to the transactions contemplated by this Agreement exist
between the parties except as expressly set forth in this Agreement and the
Confidentiality Agreement. This Agreement supersedes the Original Agreement and
the Restated Agreement in their entirety, and the Original Agreement and
Restated Agreement shall be of no further force and effect; provided, however,
that the Schedules and Annexes delivered with the Original Agreement (other than
Schedules 2.8 and 4.9 and Annexes D, E and G which are attached hereto) shall be
deemed to constitute a part of this Agreement. Except as otherwise expressly
provided herein, (i) references to "the date hereof" or "the date of this
Agreement" shall be deemed to refer to June 1, 1999 (the date of the Original
Agreement) and (ii) all representations and warranties set forth in this
Agreement shall be deemed to be made as of June 1, 1999 (the date of the
Original Agreement), except that representations and warranties that relate
solely to Chancellor Mezzanine, unless otherwise expressly provided herein,
shall be deemed to be made as of July 12, 1999, and representations and
warranties that


                                       49
<PAGE>   56

relate solely to Purchaser Parent, unless otherwise provided herein, shall be
deemed to be made as of the date this Agreement was executed and delivered.

         Section 11.10. Amendments. This Agreement may be amended or modified in
whole or in part, only by a duly authorized agreement in writing executed in the
same manner as this Agreement and which makes reference to this Agreement.

         Section 11.11. Publicity. All press releases or other public
communications of any nature whatsoever relating to the transactions
contemplated by this Agreement, and the method of the release for publication
thereof, shall be subject to the prior mutual approval of Purchaser, Purchaser
Parent and Sellers, which approval shall not be unreasonably withheld by any
party; provided, however, that, nothing herein shall prevent any party from
publishing such press releases or other public communications as such party may
consider necessary in order to satisfy such party's legal or contractual
obligations after such consultation with the other parties hereto as is
reasonable under the circumstances.

         Section 11.12. Dispute Resolution. Any and all disputes arising out of
or relating to this contract, or the breach, termination or validity thereof,
shall be resolved by final and binding, confidential arbitration in accordance
with the then current Center for Public Resources Institute for Dispute
Resolution Rules for Non-Administered Arbitration of Business Disputes, by a
sole arbitrator selected from among the Center for Public Resources Panel of
Distinguished Neutrals. The arbitration shall be governed by the United States
Arbitration Act, 9 U.S.C. 1-16, and judgment upon the award rendered by the
arbitrator may be entered by any court having jurisdiction thereof. Neither
party nor the arbitrator shall disclose the existence, content or results of any
arbitration hereunder without the prior written consent of all parties. The
place of arbitration shall be Chicago, Illinois. The costs of the arbitrator and
all expenses relating to the arbitration (exclusive of legal fees) shall be
borne equally by the parties. The arbitrator may award reasonable attorneys'
fees to the prevailing party at the arbitrator's sole discretion.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       50
<PAGE>   57

         IN WITNESS WHEREOF the parties have hereunto caused this Agreement to
be duly executed as of the date first above written.

                                     LAMAR ADVERTISING COMPANY


                                     By: /s/ KEITH ISTRE
                                        -------------------------------
                                              Name:
                                              Title:


                                     LAMAR MEDIA CORP.

                                     By: /s/ KEITH ISTRE
                                        -------------------------------
                                              Name:
                                              Title:


                                     CHANCELLOR MEZZANINE HOLDINGS CORPORATION


                                     By:  /S/ WILLIAM S. BANOWSKY, JR.
                                        --------------------------------------
                                             Name:    William S. Banowsky, Jr.
                                             Title:   Executive Vice President


                                     CHANCELLOR MEDIA CORPORATION OF LOS ANGELES


                                     By:  /S/ WILLIAM S. BANOWSKY, JR.
                                        --------------------------------------
                                             Name:    William S. Banowsky, Jr.
                                             Title:   Executive Vice President