<PAGE>





                            STOCK PURCHASE AGREEMENT


                                     between


                        INFINITY BROADCASTING CORPORATION

                                       and

                              GRANUM HOLDINGS L.P.



                            Dated as of March 3, 1996









<PAGE>









                                TABLE OF CONTENTS

                                                                  PAGE


ARTICLE I:  DEFINITIONS............................................  1

ARTICLE II:  PURCHASE AND SALE OF STOCK............................  7
         2.1  General..............................................  7
         2.2  Stock Purchase Price; Adjustments....................  7
         2.3  Payment of the Stock Purchase Price.................. 12
         2.4  Delivery of the Stock................................ 12
         2.5  Delivery by the Seller............................... 12
         2.6  Delivery by the Buyer................................ 13

ARTICLE III:  CLOSING.............................................. 14

ARTICLE IV:  REPRESENTATIONS AND WARRANTIES........................ 14
         4.1  Representations and Warranties of the Seller......... 14
         4.2  Representations and Warranties of the Buyer.......... 37
         4.3  Survival of Representations and Warranties........... 39
         4.4      Limitation on Remedies........................... 39
         4.5  Schedules............................................ 40
         4.6  No Implied Representation............................ 40

ARTICLE V:  COVENANTS AND TRANSACTIONS PRIOR TO CLOSING............ 40
         5.1  Access to Information Concerning Properties and
                  Records; Confidentiality......................... 40
         5.2  Conduct of the Businesses of the Companies and the
                  Subsidiaries Prior to the Closing Date........... 42
         5.3  Antitrust Laws....................................... 44
         5.4  Applications for FCC Consents........................ 45
         5.5      Employee Benefit Matters......................... 47
         5.6  Credit Agreement..................................... 50
         5.7  Notification......................................... 50
         5.8  No Inconsistent Action .............................. 51
         5.9  Non-Solicitation..................................... 51
         5.10      Financial Statements............................ 51
         5.11  Repair of Assets.................................... 53
         5.13      Commitments for Financing....................... 55
         5.14  Further Actions..................................... 55

ARTICLE VI:  CONDITIONS PRECEDENT.................................. 56
         6.1  Conditions Precedent to Obligations of Parties....... 56
         6.2  Conditions Precedent to Obligation of the Buyer...... 56
         6.3  Conditions Precedent to the Obligation of the
                  Seller........................................... 58

ARTICLE VII:  ASSUMPTION OF CERTAIN OBLIGATIONS
                        AND LIABILITIES; INDEMNIFICATION........... 59
         7.1  Assumption and Indemnification....................... 59
         7.2  Procedure............................................ 60
         7.3  Payment.............................................. 62



                                        i

<PAGE>


                                                                  PAGE

ARTICLE VIII:  MISCELLANEOUS....................................... 62
         8.1  Termination and Abandonment.......................... 62
         8.2  Fees and Expenses.................................... 64
         8.3  No Control by the Buyer.............................. 64
         8.4  Transfer Taxes....................................... 64
         8.5  Notices.............................................. 64
         8.6  Entire Agreement..................................... 65
         8.7  Binding Effect; Benefit.............................. 66
         8.8  Assignability........................................ 66
         8.9  Amendment and Modification; Waiver................... 66
         8.10  Public Announcements................................ 67
         8.11      Knowledge....................................... 68
         8.13  Section Headings.................................... 68
         8.14  Counterparts........................................ 68
         8.15  Applicable Law...................................... 68


                                       ii

<PAGE>



                                    Schedules


Schedule 1.1                 Stations
Schedule 1.2                 Subisidiaries
Schedule 4.1(a)              Jurisdiction of Organization - Companies
Schedule 4.1(c)              Authorized Capital
Schedule 4.1(c)(i)           Liens on Stock -Companies
Schedule 4.1(c)(ii)          Outstanding Options, Warrants, Etc. - Companies
Schedule 4.1(e)(i)           Liens on Stock - Subsidiaries
Schedule 4.1(e)(ii)          Outstanding Options, Warrants, Etc.-Subsidiaries
Schedule 4.1(f)              Conflicts; Consents
Schedule 4.1(h)              Tax Matters
Schedule 4.1(i)(i)           FCC Licenses
Schedule 4.1(i)(ii)          Pending Applications with FCC
Schedule 4.1(i)(iii)         Proceedings or Complaints at FCC
Schedule 4.1(j)              Insurance Policies
Schedule 4.1(k)(i)           Owned Real Property
Schedule 4.1(k)(ii)          Leased Real Property
Schedule 4.1(k)(iii)         Liens on Real Property
Schedule 4.1(k)(iv)          Liens on Assets
Schedule 4.1(k)(v)           Ownership Exceptions
Schedule 4.1(m)              Legal Proceedings
Schedule 4.1(o)              Undisclosed Liabilities
Schedule 4.1(p)              Changes or Events
Schedule 4.1(q)(i)           Employee Benefit Plans, Agreements
Schedule 4.1(q)(v)           Contributions, Etc. Under Benefit Plans
Schedule 4.1(q)(ix)          Increases in Compensation
Schedule 4.1(s)              Affiliate Transactions
Schedule  4.1(t)(i)          Material Contracts
Schedule 4.1(t)(ii)          Material Contracts Not Valid or Binding
Schedule 4.1(t)(iii)         Consents under Material Contracts
Schedule 4.1(u)              Collective Bargaining Agreements
Schedule 4.2(d)              Buyer's Qualifications as Licensee
Schedule 5.5                 Cause

                                       iii

<PAGE>


                            STOCK PURCHASE AGREEMENT



                  STOCK PURCHASE  AGREEMENT,  dated as of March 3, 1996, between
Infinity  Broadcasting  Corporation,  a Delaware corporation (the "BUYER"),  and
Granum Holdings L.P., a Delaware limited
partnership (the "SELLER").
                  WHEREAS, the Seller is the owner,  beneficially and of record,
of all of the outstanding  capital stock (the "STOCK") of GCI Atlanta  Holdings,
Inc.,  GCI Baltimore  Holdings,  Inc.,  GCI Texas  Holdings,  Inc.,  GCI Orlando
Holdings,  Inc.,  GCI  Dallas  Holdings,  Inc.  and GCI  Boston  Holdings,  Inc.
(individually,   the  "COMPANY"  and  collectively,   the  "COMPANIES")   which,
respectively,   are  the  direct  and  indirect   parent   corporations  of  the
Subsidiaries  (as hereinafter  defined).  The  Subsidiaries  own and operate the
Stations (as hereinafter defined); and
                  WHEREAS, the Stock constitutes all of the outstanding
capital stock of the Companies; and
                  WHEREAS,  the Buyer desires to purchase  from the Seller,  and
the Seller  desires  to sell to the  Buyer,  all of the Stock upon the terms and
subject to the  conditions  set forth herein (the sale and purchase of the Stock
being referred to herein as the "STOCK PURCHASE").
                  NOW, THEREFORE, the parties hereto agree as follows:

                             ARTICLE I: DEFINITIONS
                  As  used in this  Agreement,  the  following  terms  have  the
following meanings:

                                       1


<PAGE>






         "AFFILIATE"  when used with  respect to another  Person  shall mean any
Person controlling, controlled by or under common control with such Person.
         "ANTITRUST DIVISION" means the Antitrust Division of the
U.S. Department of Justice.
         "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.
         "CLOSING" shall have the meaning ascribed to it in Article
III.
         "CLOSING DATE" shall have the meaning ascribed to it in
Article III.
         "CODE" means the Internal Revenue Code of 1986, as amended.
         "COMMUNICATIONS ACT" shall mean the Communications Act of
1934, as amended.
         "COMPANY PLANS" shall have the meaning ascribed to it in
Section 4.1(q).
         "CREDIT  AGREEMENT" means the Credit  Agreement,  dated as of March 31,
1995, among Granum Finance Partnership,  certain other Granum companies referred
to therein,  each of the lenders  signatory thereto and The Chase Manhattan Bank
(National
Association), as agent.
         "DEFERRED  INCOME  TAXES"  means  deferred  tax  assets or  liabilities
(current or long-term) recorded in accordance with generally accepted accounting
practices on a balance sheet; PROVIDED that the term Deferred Income Taxes shall
not include any deferred tax asset or liability which arises from the


                                       2
<PAGE>






application of purchase price accounting to the acquisitions
pursuant to the Summit Agreement.
         "ENVIRONMENTAL LAWS" shall have the meaning ascribed to it
in Section 4.1(r).
         "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
         "FCC" means the Federal Communications Commission.
         "FCC CONSENT" shall have the meaning ascribed to it in
Section 6.1(b).
         "FCC LICENSES" shall have the meaning ascribed to it in
Section 4.1(i).
         "FCC RULES" means the rules,  regulations  and written  policies of the
FCC promulgated by the FCC under the Communications Act.
         "FINAL ORDER" means an order of the FCC if:
         (a)  the order of the FCC has not been reversed, stayed,
enjoined, set aside, annulled or suspended;
         (b) no request for stay, petition for reconsideration,  application for
review or  appeal or SUA  SPONTE  action  of the FCC with  comparable  effect is
pending with respect to the order; and
         (c) the normally applicable time for filing any such request,  petition
or appeal or for the taking of any such SUA SPONTE action has expired.
         "FTC" means the U.S. Federal Trade Commission.
         "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the rules and regulations thereunder.


                                       3
<PAGE>






         "INTELLECTUAL PROPERTY" means patents, patent applications, trademarks,
tradenames, service marks, copyright registrations or copyright applications.
         "LEASED REAL PROPERTY" means the land,  buildings and structures leased
by any Company or any  Subsidiary  as lessee and listed in  Schedule  4.1(k)(ii)
hereto under the name of such Company or  Subsidiary,  including  any  additions
thereto or substitutions therefor.
         "LIEN" means any mortgage,  pledge, security interest,  option, adverse
claim,  encumbrance,  lien,  claim or charge of any  kind,  whether  voluntarily
incurred or arising by operation of law or otherwise.
         "LONG-TERM  LIABILITIES"  means any long-term  liabilities  (other than
Deferred Income Taxes that are non-current  liabilities) required to appear on a
balance sheet of the Companies and the Subsidiaries  prepared in accordance with
generally accepted accounting practices.
         "MATERIAL  ADVERSE EFFECT" means any effect that is materially  adverse
to the business,  results of operations or financial  condition of the Companies
and the Subsidiaries, taken as a whole.
         "MATERIAL CONTRACTS" shall have the meaning ascribed to it
in Section 4.1(t).
         "OWNED REAL PROPERTY" means the land, buildings and structures owned by
any Company or any Subsidiary and listed on Schedule 4.1(k)(i) under the name of
such Company or such


                                       4
<PAGE>






Subsidiary, including any additions thereto or substitutions therefore.
         "PERMITTED LIENS" shall have the meaning ascribed to it in
Section 4.1(k).
         "PERSON" means and includes any natural  person,  corporation,  limited
liability  company,  partnership,  limited  partnership,  firm,  joint  venture,
association,   joint-stock  company,   trust,  business  trust,   unincorporated
organization,  governmental  or  regulatory  body,  or other  entity of whatever
nature.
         "STATIONS" means the radio stations listed on Schedule 1.1
hereto.
         "STOCK PURCHASE" shall have the meaning ascribed to it in
the recitals.
         "STOCK PURCHASE PRICE" shall have the meaning ascribed to it
in Section 2.2.
         "SUBSIDIARY"  means,  as to any Person,  a corporation,  partnership or
other  entity  of which  shares  of stock or other  ownership  interests  having
ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority
of the board of directors or other managers of such corporation,  partnership or
other  entity are at the time owned,  or the  management  of which is  otherwise
controlled, directly or indirectly through one or more intermediaries,  or both,
by such Person;  provided that the term "SUBSIDIARIES" when used with respect to
the Companies shall mean only those Persons listed on Schedule 1.2 hereto.

                                       5
<PAGE>






         "SUMMIT AGREEMENT" means the Stock Purchase Agreement, dated as of June
14, 1994, among Summit  Communications  Group, Inc., Summit Broadcasting Holding
Company, and Granum Communications, Inc.
         "WORKING  CAPITAL"  means  (a)  cash  and  cash  equivalents,  accounts
receivables and other receivables (less the reserve for uncollectible accounts),
prepaid expenses  (excluding any prepaid  advertising and promotion expenses and
including prepaid taxes other than income taxes),  security deposits,  any other
current  assets  that  provide   economic   benefit  to  the  Companies  or  the
Subsidiaries  after the Closing and Deferred  Income Taxes recorded as a current
asset LESS (b) accounts payable, accrued expenses and current liabilities, other
accruals,  salaries and commissions  payable (including an accrual for all sales
commissions  referred to in Schedule  4.1(p) that have not been paid at or prior
to the  Closing,  whether  or not  required  by  generally  accepted  accounting
practices),  the current  portion of long-term  debt and  Deferred  Income Taxes
recorded as a current liability,  all as determined in accordance with generally
accepted accounting  practices,  consistently  applied.  For the purposes of the
definition  of  Working  Capital,  (i) net barter  receivables  shall not exceed
$50,000 and (ii) the Seller  will  maintain a reserve  for  accounts  receivable
consistent  with past  practice  but in no event shall such such reserve be less
than the  lesser of 4.7% of such  accounts  and  $679,000.  All of the  accounts
receivable on the Closing Date Balance Sheet will to the knowledge of the Seller

 
                                        6

<PAGE>






and the Company be good and collectible and free and clear of any
Liens.

                     ARTICLE II: PURCHASE AND SALE OF STOCK
                 2.1 GENERAL. Upon the terms and subject to the
conditions of this Agreement,  on the Closing Date, the Seller agrees to sell to
the Buyer, and the Buyer agrees to purchase from the Seller, the Stock.
                  2.2  STOCK  PURCHASE   PRICE;   ADJUSTMENTS.   (a)  The  total
consideration  for the sale and  transfer of the Stock shall be (i) FOUR HUNDRED
TEN MILLION DOLLARS ($410,000,000) plus (ii) the amount of the Estimated Working
Capital (as defined below) plus (iii) the estimated aggregate amount of Deferred
Income Tax Assets (as defined below) minus (iv) the aggregate amount of Deferred
Income Tax Liabilities (as defined below) minus (v) the aggregate  amount of the
Estimated Long-Term Liabilities (as defined below), if any,  (collectively,  the
"STOCK  PURCHASE  PRICE"),  payable as set forth in Section  2.3 and  subject to
adjustment as provided in Section 2.2(b).
                  (b) (i) The Seller shall,  at least two Business Days prior to
the Closing,  cause to be prepared and  delivered to the Buyer a statement  (the
"PRELIMINARY   STATEMENT")  setting  forth  the  estimated  calculations  (which
calculations  shall be  reasonably  satisfactory  to the  Buyer) of the  Working
Capital of the Companies and the Subsidiaries (the "ESTIMATED WORKING CAPITAL"),
the amount of the Long-Term Liabilities (the "ESTIMATED LONG-TERM LIABILITIES"),
the amount of the Deferred  Income Taxes  recorded as a  non-current  asset (the
"DEFERRED INCOME TAX ASSET") and the

                                       7
<PAGE>






amount of the Deferred  Income Taxes  recorded as a non-current  liability  (the
"DEFERRED  INCOME  TAX  LIABILITY"),  each as of the  close of  business  of the
Companies and the Subsidiaries on the Closing Date. Such  calculations  shall be
prepared on a basis  consistent  with the  December  31, 1994  balance  sheet of
Seller  included in the Financial  Statements (as defined in Section 4.1(g)) and
as specifically provided in this Agreement.
                        (ii)   Within 90 calendar days after the Closing, the
Seller shall cause to be prepared and delivered to the Buyer (i) a balance sheet
of the  Companies  and the  Subsidiaries  (the  "CLOSING  DATE BALANCE  SHEET"),
prepared  in  accordance   with  generally   accepted   accounting   principles,
consistently  applied and (ii) a statement (the  "STATEMENT")  setting forth the
Working  Capital,  the amount of the  Long-Term  Liabilities,  the amount of the
non-current Deferred Income Tax Asset and the amount of the non-current Deferred
Income Tax Liability,  each as of the close of business of the Companies and the
Subsidiaries  on the Closing Date. At the same time, the Seller shall also cause
to be  prepared  and  delivered  to  the  Buyer  a  statement  (the  "ADJUSTMENT
STATEMENT")  setting forth the calculation of the sum of (a) the Working Capital
as shown on the Statement  minus the Estimated  Working  Capital as shown on the
Preliminary Statement, (b) the non-current Deferred Income Tax Asset as shown on
the Statement minus the estimated non-current Deferred Income Tax Asset, (c) the
Estimated Long-Term  Liabilities minus the Long-Term Liabilities as shown on the
Statement, (d) the estimated non-current Deferred Income Tax Liability minus the
non-current

                                       8
<PAGE>






Deferred  Income Tax  Liability  (such sum,  which  might be a negative  number,
referred to hereinafter as the "ADJUSTMENT AMOUNT"). The Buyer shall provide the
Seller with access to the  relevant  books and records and  employees of each of
the Companies to the extent  required to prepare the Closing Date Balance Sheet,
the Statement and the Adjustment Statement.
                       (iii)   After receipt of the Closing Date Balance Sheet,
the Statement and the Adjustment Statement, the Buyer will have 30 calendar days
to review the Closing Date  Balance  Sheet,  the  Statement  and the  Adjustment
Statement  together with the workpapers  used in their  preparation.  Unless the
Buyer  delivers  written  notice to the Seller  setting forth the specific items
disputed by the Buyer, on or prior to the thirtieth day after its receipt of the
Closing Date Balance  Sheet,  the Statement and the  Adjustment  Statement,  the
Buyer will be deemed to have  accepted  and agreed to the Closing  Date  Balance
Sheet,  the Statement and the  Adjustment  Statement and such  agreement will be
final and binding.  If the Buyer so notifies the Seller of its objections to any
of the Closing Date Balance Sheet,  the Statement or the  Adjustment  Statement,
the  Buyer and the  Seller  will,  within  30 days  following  the  notice  (the
"RESOLUTION  PERIOD"),  attempt to resolve their differences.  Any resolution by
the Buyer and the Seller during the Resolution Period as to any disputed amounts
will be final,  binding  and  conclusive.  If the  Buyer  and the  Seller do not
resolve all disputed items by the end of the Resolution  Period,  then all items
remaining in dispute will be submitted  within 30 days after the  expiration  of
the Resolution

                                       9

<PAGE>






Period to the New York  office of Ernst & Young  LLP or such  other  independent
accounting firm of national  reputation mutually acceptable to the Buyer and the
Seller  (the  "NEUTRAL  AUDITOR").  If the Buyer and the  Seller are at any time
unable to agree on the Neutral Auditor,  then the Buyer and the Seller will each
have the right to request the American  Arbitration  Association  to appoint the
Neutral  Auditor.  All fees and  expenses  relating  to the work,  if any, to be
performed  by the  Neutral  Auditor  will be borne  (i) by the Buyer in the same
proportion  that the  aggregate  amount of all of the  objections on the Closing
Date  Balance  Sheet,  the  Statement  and the  Adjustment  Statement  that  are
submitted by the Buyer to the Neutral Auditor and are unsuccessfully disputed by
the Buyer,  bear to the total amount of all of such  objections  and (ii) by the
Seller in the same proportion that the aggregate amount of all of the objections
on the Closing Date Balance Sheet,  the Statement and the  Adjustment  Statement
that are  submitted  by the Buyer to the Neutral  Auditor  and are  successfully
disputed by the Buyer,  bear to the total amount of all of such objections.  The
Buyer and the Seller shall reimburse the other to the extent the other pays more
than the amount so required  pursuant  to the  preceding  sentence.  The Neutral
Auditor will deliver to the Buyer and the Seller a written  determination  (such
determination  to include a work sheet setting  forth all material  calculations
used in arriving at such  determination  and to be based  solely on  information
provided to the Neutral  Auditor by the Seller,  the Companies and the Buyer) of
the disputed items within 30 days of receipt of the disputed


                                       10
<PAGE>






items,  which  determination will be final,  binding and conclusive.  The final,
binding and  conclusive  Closing Date Balance  Sheet,  Statement and  Adjustment
Statement,  which  either  are  agreed  upon by the Buyer and the  Seller or are
delivered by the Neutral Auditor in accordance with this Section 2.2(b), will be
the "CONCLUSIVE  BALANCE SHEET," the "CONCLUSIVE  STATEMENT" and the "CONCLUSIVE
ADJUSTMENT STATEMENT," respectively.
                        (iv)        If the Adjustment Amount as shown on the
Conclusive  Adjustment  Statement is a negative number,  then the Stock Purchase
Price will be reduced by such  amount,  and the Seller shall pay to the Buyer an
amount in cash equal to the absolute  value of such  Adjustment  Amount.  If the
Adjustment Amount as shown on the Conclusive  Adjustment Statement is a positive
number,  then the Stock Purchase Price will be increased by such amount, and the
Buyer shall pay to the Seller an amount in cash equal to such Adjustment Amount.
All payments to be made pursuant to this Section  2.2(b)(iv) will be made on the
second  Business Day  following the date on which the Buyer and the Seller agree
to,  or  the  Neutral  Auditor  delivers,  the  Conclusive  Balance  Sheet,  the
Conclusive  Statement  and the  Conclusive  Adjustment  Statement.  Any  payment
required  to be  made by the  Seller  or the  Buyer  pursuant  to  this  Section
2.2(b)(iv) shall bear interest from the Closing Date through the date of payment
at a rate of interest equal to the prime rate per annum publicly  announced from
time to time by Chase Manhattan  Bank, N.A. at its principal  office in New York
City, and shall be payable by wire transfer of immediately available funds to an
account or accounts designated


                                       11
<PAGE>






by the party  entitled to receive such funds prior to the date when such payment
is due.
                  2.3  PAYMENT  OF THE STOCK  PURCHASE  PRICE.  On the terms and
subject to the conditions of this Agreement, payment of the Stock Purchase Price
shall be made at the  Closing on the  Closing  Date by delivery to the Seller of
the Stock Purchase Price by wire transfer of immediately  available  funds to an
account  or  accounts  designated  by the  Seller  to the Buyer no less than two
Business Days prior to the Closing Date.
                  2.4  DELIVERY  OF THE STOCK.  On the terms and  subject to the
conditions of this  Agreement,  the Seller shall,  at the Closing on the Closing
Date,  transfer,  assign and deliver to the Buyer or its  designee  certificates
evidencing  the Stock.  Such  certificates  evidencing  the Stock  shall be duly
endorsed in blank,  or be accompanied by stock transfer  powers duly executed in
blank,  with all  necessary  stock  transfer  tax  stamps  affixed  thereto  and
cancelled.  The  Seller  shall sell the Stock to the Buyer free and clear of all
Liens,  except for any encumbrances  created by or on behalf of the Buyer or any
of its Affiliates.
                  2.5  DELIVERY BY THE SELLER.  At the Closing on the
Closing Date, the Seller shall deliver or cause to be delivered
to the Buyer:
                  (a)      The certificates, legal opinions and the release
         referred to in Section 6.2(c), 6.2(d), 6.2(f) and 6.2(h);
                  (b) The written  resignations  of all officers  and  directors
         requested by Buyer pursuant to Section 6.2(g).

                                       12

<PAGE>






                  (c) Copies of the  resolutions of the general  partners of the
         Seller certified by an authorized  person as being correct and complete
         and then in full  force  and  effect,  authorizing  the  execution  and
         delivery of this  Agreement and the  consummation  of the  transactions
         contemplated hereby;
                  (d)  The minute books, corporation seals and stock
         transfer records of the Companies and the Subsidiaries; and
                  (e) If there is no Final Order with respect to the transfer of
         the  Stations,  a Reversal  Agreement  (as defined in Section  6.1(c)),
         executed on behalf of the Seller.
                  2.6  DELIVERY BY THE BUYER.  At the Closing on the
Closing Date, the Buyer shall deliver or cause to be delivered to the Seller:
                  (a) The certificate and legal opinions referred to in
         Section 6.3(c) and 6.3(d);
                  (b) Copies of the resolutions of the board of directors of the
         Buyer  certified by the  secretary or  assistant  secretary  thereof as
         being  correct  and  complete  and  then  in  full  force  and  effect,
         authorizing  the  execution  and  delivery  of this  Agreement  and the
         consummation of the transactions contemplated hereby; and
                  (c) If there is no Final Order with respect to the transfer of
         the  Stations,  a Reversal  Agreement  (as defined in Section  6.1(c)),
         executed on behalf of the Buyer.



                                       13

<PAGE>






                              ARTICLE III: CLOSING
                  Unless  this  Agreement  shall  have been  terminated  and the
transactions  herein  contemplated shall have been abandoned pursuant to Section
8.1 hereof, subject to the provisions of Article VI, the closing with respect to
the  purchase  and sale of the Stock  (the  "CLOSING")  shall  take place at the
offices of Simpson Thacher & Bartlett,  425 Lexington Avenue, New York, New York
10017, or such other place,  time and date as the parties may agree.  The actual
time and date of the Closing are herein referred to as the "CLOSING DATE".

                   ARTICLE IV: REPRESENTATIONS AND WARRANTIES
                  4.1  REPRESENTATIONS AND WARRANTIES OF THE SELLER.  The
Seller represents and warrants to the Buyer as follows:
                  (a) DUE  ORGANIZATION  OF THE  SELLER AND THE  COMPANIES.  The
Seller is a limited  partnership  duly organized,  validly  existing and in good
standing under the laws of the State of Delaware.  Each of the Companies is duly
organized, validly existing and in good standing under the laws of the state set
forth opposite its name on Schedule 4.1(a) hereto.  Accurate and complete copies
of the  certificates  of  incorporation,  including all  amendments  thereto and
restatements  thereof,  and bylaws of each  Company  have been  delivered to the
Buyer.  Accurate  and  complete  copies of the  corporate  minutes and the stock
record books of the  Companies  have been  delivered to the Buyer.  Complete and
accurate  records  with  respect  to  the  issuance,  transfer,  redemption  and
cancellation of shares of capital stock

                                       14

<PAGE>






of the  Companies  are  contained  in the stock  record  books  which  have been
delivered to the Buyer.
                  (b)  AUTHORIZATION  AND VALIDITY OF AGREEMENT.  The Seller has
all requisite  power and  authority to enter into this  Agreement and to perform
its obligations hereunder. The execution, delivery and performance by the Seller
of this Agreement and the  consummation by it of the  transactions  contemplated
hereby  have been duly  authorized  by all  necessary  action on the part of the
Seller,  and no other  action  on the part of the  Seller is  necessary  for the
execution,  delivery and  performance  by the Seller of this  Agreement  and the
consummation by it of the transactions  contemplated  hereby. This Agreement has
been duly executed and delivered by the Seller and, assuming due  authorization,
execution and delivery by the Buyer, is a legal, valid and binding obligation of
the Seller,  enforceable against the Seller in accordance with its terms, except
to the extent limited by bankruptcy, insolvency,  reorganization,  moratorium or
other laws relating to or affecting  creditors'  rights generally and by general
equity principles  regardless of whether such  enforceability is considered in a
proceeding in equity or at law.
                  (c)  CAPITALIZATION.  The  authorized,  issued and outstanding
capital stock of each of the Companies  and each of the  Subsidiaries  is as set
forth on Schedule 4.1(c) hereto.  Each of the shares  constituting  the Stock is
duly authorized,  validly issued, outstanding,  fully paid and nonassessable and
owned by the Seller. The Stock constitutes all of the issued and


                                       15
<PAGE>






outstanding capital stock of the Companies.  The Seller owns beneficially and of
record,  the  Stock,  free and clear of any  Liens,  other  than as set forth on
Schedule  4.1(c)(i) hereto.  Except as set forth on Schedule  4.1(c)(ii) hereto,
there  are  no  outstanding  existing  or  authorized  subscriptions,   options,
warrants,  calls, rights or any other agreements of any character obligating the
Seller or any of the  Companies to issue or sell any shares of the capital stock
of the Companies or any  securities  convertible  into such capital  stock,  and
there are no voting trusts or other agreements or understandings with respect to
the voting of the Stock.
                  (d) GOOD TITLE. Upon consummation of the Stock Purchase at the
Closing, as contemplated by this Agreement, the Seller will deliver to the Buyer
valid  title  to  the  Stock  free  and  clear  of any  Liens,  except  for  any
encumbrances created by or on behalf of the Buyer or any of its Affiliates.
                  (e)  SUBSIDIARIES.  (i)  Each  Subsidiary  is duly  organized,
validly  existing and in good standing under the laws of the jurisdiction of its
organization  and is duly qualified to do business as a foreign  corporation and
is in good  standing  in the  state  in  which  the  Stations  which it owns are
located.  Accurate and complete copies of the  certificates of  incorporation or
articles of incorporation,  as the case may be, including all amendments thereto
and restatements  thereof,  and bylaws of each Subsidiary have been delivered to
the Buyer.  Accurate and complete copies of the corporate  minutes and the stock
record books of the Subsidiaries have been delivered to the Buyer.



                                       16
<PAGE>






Complete and accurate records with respect to the issuance, transfer, redemption
and cancellation of shares of capital stock of the Subsidiaries are contained in
the stock  record books which have been  delivered  to the Buyer.  Except as set
forth on Schedule  4.1(e)(i)  hereto,  all of the outstanding  shares of capital
stock or other equity  interests of each Subsidiary  have been duly  authorized,
validly issued and are fully paid and nonassessable and are owned by one or more
of the Companies or another  Subsidiary  free and clear of all Liens.  Except as
indicated in Schedule 4.1(e)(ii) hereto,  there are no outstanding,  existing or
authorized  subscriptions,   options,  warrants,  calls,  rights  or  any  other
agreements of any character  obligating the Seller,  any of the Companies or any
of the  Subsidiaries  to issue or sell any  shares of the  capital  stock of the
Subsidiaries or any securities  convertible  into such capital stock,  and there
are no voting trusts or other agreements or  understandings  with respect to the
voting of the capital stock of the Subsidiaries.
                  (ii)  Granum   Finance   Partnership,   a  New  York   general
partnership  ("GRANUM  FINANCE"),  the only  general  partners  of which are the
Companies,  has  engaged in no  activities  or  operations  and has no assets or
liabilities  except those related to entering into the Credit  Agreement and the
transactions  contemplated  thereby.  An  accurate  and  complete  copy  of  the
partnership agreement of Granum Finance has been delivered to the Buyer.
                  (f)  NO CONFLICT; CONSENTS.  Except as set forth on
Schedule 4.1(f) hereto and except for any consent, approval,

                                       17

<PAGE>






filing  or notice  that  would  not,  if not  given or made,  or any  violation,
conflict,  breach,  termination,  default or acceleration  which (in the case of
(i),  (ii) or (iv))  does  not  have a  material  adverse  effect  on any of the
Companies,  the  execution,  delivery  and  performance  by the  Seller  of this
Agreement and the  consummation by it of the  transactions  contemplated  hereby
will not either  alone or with the  passage  of time or both:  (i)  violate  any
provision of any law, rule, regulation,  order, judgment or decree applicable to
the Seller,  any of the Companies or any of the  Subsidiaries;  (ii) require any
consent  or  approval  of, or filing  with or notice  to,  any  governmental  or
regulatory  authority  under any provision of any law  applicable to the Seller,
any  of the  Companies  or any of the  Subsidiaries,  except  for  any  consent,
approval,  filing or notice  requirements  which become  applicable  solely as a
result of the specific  regulatory  status of the Buyer or any of its Affiliates
or which the Buyer or any of its  Affiliates  are otherwise  required to obtain;
(iii) violate the  organizational  documents of the Seller, any of the Companies
or any of the  Subsidiaries;  and (iv) require any  consent,  approval or notice
under, and will not conflict with, or result in the breach or termination of, or
constitute a default under, or result in the  acceleration of the performance by
the Seller, any of the Companies or any of the Subsidiaries  under, any Material
Contract,  indenture,  mortgage,  deed  of  trust,  lease,  license,  franchise,
contract,  agreement  or  other  instrument  to  which  the  Seller,  any of the
Companies or any of the Subsidiaries


                                       18
<PAGE>






is a party or by which any of them, or any of their assets, are bound or 
encumbered.
                  (g) FINANCIAL STATEMENTS.  The Seller heretofore has delivered
to the Buyer (i) a copy of the audited consolidated balance sheets of the Seller
as at December 31, 1994,  1993 and 1992 and the unaudited  consolidated  balance
sheet as at September 30, 1995 (such balance  sheets and any notes thereto being
referred to herein as the "SELLER  BALANCE  SHEETS"),  the audited  consolidated
income  statements  of the Seller for each year in the  three-year  period ended
December 31, 1994 and the unaudited  consolidated income statement of the Seller
for the nine-month  period ended September 30, 1995 (such income  statements and
any notes thereto being  referred to herein as the "SELLER  INCOME  STATEMENTS")
and the audited consolidated statement of cash flows for each of the three-years
ended December 31, 1994, 1993 and 1992 (the "SELLER CASH FLOW  STATEMENTS")  and
(ii) a copy of the unaudited balance sheets for the Companies as at December 31,
1994 and for the nine-month period ended September 30, 1995 (only if the Company
was owned by the Seller at such time) (such balance sheets and any notes thereto
being referred to herein as the "COMPANIES BALANCE SHEETS") and unaudited income
statements of the  Companies for the year ended  December 31, 1994 and September
30,  1995 (or for the period  for which a Company  was owned by the  Seller,  if
shorter)  (collectively with any notes thereto and the Companies Balance Sheets,
the Seller Balance Sheets, the Seller Income Statements and the Seller Cash Flow
Statements, the "FINANCIAL STATEMENTS"). The Financial

                                       19

<PAGE>






Statements  were  prepared in  accordance  with  generally  accepted  accounting
principles  applied on a  consistent  basis,  except as may be  indicated in the
notes thereto.  The Financial  Statements  accurately reflect the books, records
and accounts of the Seller and the  Companies,  as  applicable,  in all material
respects and present fairly in all material respects as of the dates and for the
periods stated therein the financial  condition and results of operations of the
Seller  or the  Companies  taken  as a whole,  as  applicable,  except  that the
September  30,  1995  financial   statements  are  subject  to  normal  year-end
adjustments,  none of which will be material and normal  adjustments  related to
the acquisitions under the Summit Agreement.
                  (h) TAX MATTERS.  (a) With respect to the  Companies and their
respective  Subsidiaries,  except as set forth in Schedule  4.1(h),  (i) all Tax
Returns (as defined  below)  with  respect to Taxes (as defined  below) that are
required to be filed by or with respect to the  Companies  (or their  respective
Subsidiaries)  have been (and as of the  Closing  Date will have  been),  in all
material  respects,  accurately  prepared and duly and properly filed,  (ii) all
Taxes shown to be due on the Tax Returns referred to in clause (i) and all other
material  Taxes  payable by the  Companies  (or their  respective  Subsidiaries)
(whether or not requiring the filing of any Tax Return) have been (and as of the
Closing Date will have been) paid or adequately  accrued for,  (iii) none of the
Tax Returns referred to in clause (i) have been examined by the Internal Revenue
Service or the appropriate  state,  local or foreign taxing authority,  (iv) all
material


                                       20
<PAGE>






deficiencies  asserted or  assessments  made for Taxes against the Companies (or
their respective  Subsidiaries)  have been paid in full, (v) no issues have been
raised by any  taxing  authority  in respect of Taxes that may be payable by the
Companies (or their respective  Subsidiaries),  (vi) no extensions or waivers of
statutes of  limitation  have been given or  requested by or with respect to any
Taxes of the Companies (or their respective  Subsidiaries),  and (vii) there are
no  pending  audits  relating  to Taxes of the  Companies  (or their  respective
Subsidiaries).  The  representations  made  herein in respect of any  Subsidiary
refer only to periods during which any Company or Seller owned such  Subsidiary.
With respect to any Subsidiary,  the term Taxes shall include only Taxes arising
with  respect to the  operation  of the  Subsidiary  after it was  acquired by a
Company  or the  Seller  and the  term Tax  Return  shall  refer to Tax  Returns
required to filed in respect of such Taxes.  The Seller further  represents that
(x) GCI Atlanta  Holdings,  Inc.,  GCI  Baltimore  Holdings,  Inc. and GCI Texas
Holdings,  Inc. (collectively,  the "INDEMNITEES"),  are each entitled (and will
not as a result of the Stock  Purchase,  cease to be entitled on the same terms)
to the benefits of (i) the indemnity  set forth in Sections  12.1(d) and 12.1(e)
of the Summit  Agreement  and recourse for breaches of the  representations  and
warranties set forth in Section 4.17 of the Summit  Agreement and (ii) the Stock
Escrow Agreement and the Cash Escrow Agreement, each dated as of May 2, 1995, by
and among Time Warner Inc., Granum  Communications,  Inc., Summit Communications
Group, Inc. ("SUMMIT"), certain stockholders of Summit identified on the


                                       21
<PAGE>






signature  page thereto,  and United States Trust Company of New York and (y) to
the knowledge of Seller and the Companies,  the payments under the indemnity and
escrow  agreements  described in clause (x) would be sufficient to discharge any
Taxes for which the  Indemnitees  and  their  respective  Subsidiaries  would be
liable relating to periods prior to the  acquisition of such  Indemnitees by the
Seller.
                  (b)      No Tax is required to be withheld pursuant to
Section 1445 of the Code as a result of the transfers
contemplated by this Agreement.
                  (c) "Taxes" shall mean all federal,  state, local, and foreign
taxes or similar  duties or  charges,  including,  without  limitation,  income,
employment, unemployment,  withholding, social security, real property, personal
property, excise, sales, use and franchise taxes, levies, assessments,  imports,
duties,  licenses and  registration  fees and charges of any nature  whatsoever,
including interest, penalties and additions with respect thereto any interest in
respect of such additions or penalties.  "Tax Returns" shall mean all returns or
reports  required  to be filed by or with  respect  to the  Companies  (or their
respective Subsidiaries).
                  (i) FCC LICENSES.  The Subsidiaries  validly hold all licenses
and authorizations  (collectively,  the "FCC LICENSES") pursuant to Final Orders
(except as disclosed in Schedule  4.1(i)(ii)),  as are  necessary to operate the
Stations as they are currently operated. Schedule 4.1(i)(i) hereto lists all FCC
Licenses as are necessary to operate the Stations as they are


                                       22
<PAGE>






currently operated, having the expiration dates indicated therein, each of which
is in full force and effect.  Each  Station is being  operated  in all  material
respects  in  accordance  with the  terms  and  conditions  of the FCC  Licenses
applicable  to it and in  accordance  with the FCC Rules and the  Communications
Act. Except as disclosed in Schedule 4.1(i)(iii), no proceedings are pending or,
to the knowledge of the Seller, any of the Companies or any of the Subsidiaries,
are threatened which may result in the revocation, modification,  non-renewal or
suspension  of any of the FCC  Licenses,  the  issuance  of any cease and desist
order  or  the   imposition  of  any  material   fines,   forfeitures  or  other
administrative  actions  by the  FCC  with  respect  to the  Stations  or  their
operation,  other than proceedings  affecting the radio broadcasting industry in
general.  There are not any  unsatisfied  or  otherwise  outstanding  forfeiture
notices issued by the FCC with respect to any Station or its operation.
                  Except as  disclosed on Schedule  4.1(i)(ii),  the Seller does
not have any pending applications at the FCC relating to the FCC Licenses or the
Stations.  None of the Seller,  any Company or any  Subsidiary is a party to any
proceeding or complaint at the FCC except as disclosed on Schedule  4.1(i)(iii).
To the best knowledge of the Seller,  the Companies and the Subsidiaries,  there
is no reason that the FCC Licenses  will not be renewed in the ordinary  course,
and there are no facts  that,  under the  Communications  Act or the FCC  Rules,
would disqualify any of them as transferors of the FCC Licenses.  All reports or
documents required since the acquisition of the Stations by the Seller, the


                                       23
<PAGE>






Companies  and the  Subsidiaries  to be filed  with the FCC with  respect to the
Stations have been filed; all material items as are required to be placed in the
Stations' local public files have been placed in such files; and all information
contained  in the  foregoing  documents  is true,  complete  and  correct in all
material respects.
                  (j)  INSURANCE.  The Seller has in effect with  respect to the
Stations the policies of insurance listed on Schedule 4.1(j).  Such policies are
in full force and effect and all premiums due have been paid in full.

                  (k) TITLE TO PROPERTY;  LIENS AND  ENCUMBRANCES.  (i) Schedule
4.1(k)(i) lists all Owned Real Property having a value in excess of $100,000 and
used in the  operation of the Stations and the  Companies  and the  Subsidiaries
have good and marketable title to such Owned Real Property.  Schedule 4.1(k)(ii)
lists all leases relating to Leased Real Property. Each of the Companies and the
Subsidiaries  owns a valid and  subsisting  interest as lessee  under the Leased
Real Property and except as set forth on Schedule  4.1(k)(iii)  hereto, all such
Owned Real  Property  and Leased  Real  Property  is free and clear of all Liens
except  (i)  statutory  Liens  arising or  incurred  in the  ordinary  course of
business with respect to which the underlying  obligations are not delinquent or
the  validity  of  which  is  being  contested  in  good  faith  by  appropriate
proceedings and for which adequate reserves for monies owed are reflected on the
Financial   Statements  in  accordance   with  generally   accepted   accounting
principles, (ii) Liens for taxes not yet delinquent or the validity of which are


                                       24
<PAGE>






being contested in good faith by appropriate  proceedings and for which adequate
reserves are reflected on the Financial  Statements in accordance with generally
accepted  accounting  principles,  (iii) Liens which  constitute valid leases or
subleases  from any of the  Companies to third parties on Owned Real Property or
Leased Real Property that is not used in the operations of the Stations and (iv)
Liens and  defects in title that are not  material  to the lessee  (the types of
Liens  identified in clauses (i) through (iv) above being herein  referred to as
"PERMITTED LIENS").
                  (ii) All  improvements  on the Owned Real  Property and Leased
Real  Property  are in  compliance  with  applicable  zoning  and land use laws,
ordinances and regulations in all respects necessary to conduct the operation of
the Stations operating thereon as presently conducted,  except for any instances
of  non-compliance  which do not and will not in the  aggregate  have a material
adverse effect on the owner or lessee of such Owned Real Property or Leased Real
Property,  respectively. All such improvements are in good working condition and
repair,  are insurable at standard  rates,  and comply in all material  respects
with the FCC Rules and all other applicable  federal,  state and local statutes,
ordinances and regulations.  All of the transmitting towers, ground radials, guy
anchors,  transmitter  buildings and related  improvements  located on the Owned
Real Property are located entirely in the Owned Real Property.
                  (iii) None of the Seller, any of the Companies or any
of the Subsidiaries has any knowledge of any pending, threatened


                                       25
<PAGE>






or  contemplated  action to take by eminent  domain or  otherwise to condemn any
part of the Owned Real Property or the Leased Real Property.
                  (iv) Except as specified on Schedule 4.1(k)(iv) and except for
Permitted Liens, each of the Companies and the Subsidiaries,  as applicable, has
good  title  to the  assets  owned  by it  including,  without  limitation,  all
leasehold interests applicable to the Stations, free and clear of all Liens. All
tangible  personal property owned by any of the Companies or the Subsidiaries is
in a good  state of repair and  operating  condition  subject to normal  repair,
maintenance and replacement. The technical equipment constituting a part of such
assets is in a good state of repair and operating  condition  (ordinary wear and
tear  excepted)  and comply in all material  respects  with all  applicable  FCC
Rules, the Communications Act and all other applicable laws, rules,  regulations
and ordinances.  Except as set forth on Schedule  4.1(k)(v),  the Companies own,
directly or indirectly, all assets, properties,  rights, franchises,  claims and
agreements  of every kind and  description  used to conduct the  businesses  and
operations  of  the  Companies  and  the  Subsidiaries  as  they  are  presently
conducted.
                  (l)      PATENTS, TRADEMARKS, TRADENAMES, SERVICE MARKS AND
COPYRIGHTS.  Other than the call letters relating to each of the
Stations, there is no material Intellectual Property owned,
licensed or used by or registered in the name of any of the
Companies or the Subsidiaries which apply to the Stations.  To
the knowledge of the Seller and the Companies, each of the


                                       26
<PAGE>






Companies and the  Subsidiaries  owns, free and clear of all Liens,  and without
infringement  on the rights of others,  all right and interest in, and right and
authority  to use  in  connection  with  the  conduct  of  the  business  of the
respective Stations as presently  conducted,  all Intellectual  Property used in
such business and there are not  outstanding or, to the knowledge of the Seller,
threatened judicial or adversary proceedings with respect thereto.
                  (m) LEGAL PROCEEDINGS.  Except as described on Schedule 4.1(m)
hereto, there is no claim, legal action, decree, judgment, order, arbitration or
other  proceeding,  suit  or  governmental  investigation  pending,  or  to  the
knowledge of the Seller, the Companies or the Subsidiaries,  threatened, against
any  Company or any  Subsidiary  which,  individually  or in the  aggregate,  is
expected  to have a Material  Adverse  Effect or which,  as of the date  hereof,
seeks to enjoin or prohibit or otherwise  question the validity of any action to
be taken by the Seller in connection with this Agreement.
                  (n)  CONDUCT  OF  BUSINESS  IN  COMPLIANCE   WITH   REGULATORY
REQUIREMENTS.  None of the  Seller,  the  Companies  or the  Subsidiaries  is in
violation of, or in default with respect to, any order,  law, rule or regulation
of any federal, state, municipal or governmental department,  commission, board,
bureau,   agency  or   instrumentality   which  affects  the  Companies  or  the
Subsidiaries,  except  where the  violation  or  default  would  not give  rise,
individually or in the aggregate, to a Material


                                       27
<PAGE>






Adverse  Effect  or would not give any  third  party  the  right to  enjoin  the
transactions contemplated by this Agreement.
                  (o) ABSENCE OF UNDISCLOSED LIABILITIES. Except for liabilities
(a) reflected or reserved against in the Financial Statements or incurred in the
ordinary  course of business  since  September  30,  1995,  or (b)  disclosed in
Schedule 4.1(o),  the Companies and the Subsidiaries,  taken as a whole, have no
material  liabilities,  commitments,  indebtedness or obligations of any nature,
whether absolute, accrued, contingent or otherwise, and whether due or to become
due except for ordinary course contractual liabilities.

                  (p)  ABSENCE  OF CHANGES OR  EVENTS.  Except as  disclosed  in
Schedule 4.1(p), since September 30, 1995, the business of the Stations has been
conducted in all material  respects only in the ordinary  course and none of the
Seller, the Companies or the Subsidiaries have, except in the ordinary course of
business or except for transfers to any other Company or Subsidiary,  purchased,
sold,  assigned  or  transferred  any of the assets of the  Stations  or made or
obligated itself in any way to make any increase in the compensation, incentive,
opportunity  or benefits  payable to any  employee of the  Stations,  except for
regular periodic employee pay raises consistent with past practice. (q) EMPLOYEE
BENEFIT PLANS. (i) Schedule 4.1(q)(i) lists each "employee benefit plan" (within
the meaning of section  3(3) of ERISA),  and each bonus,  incentive  or deferred
compensation,  severance, termination, employment, retention, change of control,
stock option or other equity-based,


                                       28
<PAGE>






performance or other employee or retiree benefit or compensation plan,  program,
arrangement,  agreement,  policy or understanding,  that provides or may provide
benefits or compensation in respect of any employee or former employee of any of
the Companies or the Subsidiaries or the beneficiaries or dependents of any such
employee or former  employee or under which any such employee or former employee
is or may become  eligible to participate or derive a benefit and that is or has
been entered  into,  maintained  or  established  by any of the Companies or the
Subsidiaries or any other trade or business, whether or not incorporated, which,
together with any of the Companies or the  Subsidiaries,  is treated as a single
employer  under  section  414 of the Code  (such  other  trades  and  businesses
hereinafter  referred  to as the  "Related  Persons"),  or to  which  any of the
Companies,  the  Subsidiaries or Related Persons  contributes or is obligated or
required to  contribute  (collectively,  the  "Company  Plans").  The Seller has
provided or made available to the Buyer true and complete  copies of all written
Company Plans;  to the extent such documents  exist,  will provide  promptly all
trust  agreements or other funding  arrangements;  the two most recent actuarial
and trust reports; the two most recent Forms 5500 and all schedules thereto; the
most recent IRS determination letter; current summary plan descriptions; and any
actuarial study of any post- employment life or medical benefits  provided under
any such Company Plan.
                  (ii) Each Company Plan intended to be qualified  under section
401(a) of the Code, and the trust (if any) forming a part

                                       29
<PAGE>






thereof, has received a favorable determination letter from the Internal Revenue
Service as to its qualification  under the Code and to the effect that each such
trust is exempt  from  taxation  under  section  501(a) of the Code,  and to the
knowledge  of the  Seller  and the  Companies,  neither  the  Companies  nor the
Subsidiaries have taken any action since the date of such  determination  letter
that  could be  reasonably  likely  to have a  material  adverse  effect on such
qualification or tax-exempt status.
                  (iii) Each Company Plan has been operated and administered and
is in compliance  with the terms of such Company Plan and all  applicable  laws,
rules  and  regulations,  except  in the  case of any  failures  so to  operate,
administer  or  comply  that,  individually  or  in  the  aggregate,  would  not
reasonably be expected to result in a material liability or obligation of any of
the Companies or the Subsidiaries.
                  (iv) No  "reportable  event"  (as such term is used in section
4043 of ERISA), "prohibited transaction" (as such term is used in section 406 of
ERISA or section 4975 of the Code) or "accumulated  funding deficiency" (as such
term is used in section 412 or 4971 of the Code) has  heretofore  occurred  with
respect to any Company  Plan,  except where the  liabilities  arising out of any
such event,  individually or in the aggregate,  would not reasonably be expected
to result in a material  liability or  obligation of any of the Companies or the
Subsidiaries.
                  (v)  Except as set forth on Schedule 4.1(q)(v), none of
the Companies nor any Subsidiaries has contributed to any

                                       30
<PAGE>






"multiemployer  plan" (within the meaning of section 3(37) of ERISA) and none of
the Companies,  the Subsidiaries nor any of the Related Persons has incurred any
withdrawal liability which remains unsatisfied.
                  (vi) The termination of, or withdrawal  from, any Company Plan
or  multiemployer  plan  to  which  any of  the  Companies  or any  Subsidiaries
contributes,  on or prior to the  Closing  Date,  will  not  subject  any of the
Companies or any Subsidiaries to any material liability under Title IV of ERISA.
                  (vii)  Neither the Seller,  any of the  Companies,  any of the
Subsidiaries  nor any of the Related  Persons has incurred  (either  directly or
indirectly,  including  as a  result  of  any  indemnification  obligation)  any
material  liability  under  or  pursuant  to  Title  IV  of  ERISA  (other  than
contributions to any Company Plan or premiums payable to the PBGC, in each case,
in the ordinary  course of  business)  or the  penalty,  excise tax or joint and
several liability provisions of the Code relating to employee benefit plans and,
to the best  knowledge of the Seller,  no event,  transaction  or condition  has
occurred  or  exists  which  could  result in any such  liability  to any of the
Companies or the Subsidiaries or, following the Closing, the Buyer.
                  (viii)  There are no pending or, to the best  knowledge of the
Seller,  threatened  claims by or on behalf of any of the Company Plans,  by any
current or former  employee or otherwise  involving any such Company Plan or the
assets of any Company Plan (other than routine  claims for benefits)  which,  if
adversely determined, could result in a material liability.

                                       31
<PAGE>






                  (ix)  Except  as  set  forth  on  Schedule   4.1(q)(ix),   the
consummation of the  transactions  contemplated by this Agreement will not cause
an increase in the amount of compensation or benefits or the acceleration of the
vesting or timing of payment of any  compensation  or benefits  payable to or in
respect  of any  current  or  former  employee  of any of the  Companies  or the
Subsidiaries.
                  (r) ENVIRONMENTAL  MATTERS. (i) Except as would not reasonably
be expected to result individually or in the aggregate in any material liability
under any Environmental Law, all operations and uses by the Company of the Owned
Real Property and the Leased Real Property are in compliance  with all currently
applicable environmental statutes,  ordinances,  regulations and orders relating
to the protection of the environment  (collectively,  "ENVIRONMENTAL LAWS"). The
Companies  and   Subsidiaries   have  obtained  all  permits   necessary   under
Environmental  Laws for the operation of the Stations,  and all such permits are
in  full  force  and  effect  and the  Companies  and  the  Subsidiaries  are in
compliance  with the  terms and  conditions  of all such  permits.  There are no
outstanding Liens on the Seller's or the Companies' interest in any of the Owned
Real Property or, to the knowledge of the Sellers or the  Companies,  the Leased
Real Property under any Environmental Laws. None of the Seller, the Companies or
the  Subsidiaries  has  received  any notice of, or is  otherwise  aware of, any
administrative or judicial  investigations,  proceedings or actions with respect
to violations, alleged or proven, of any Environmental Laws by the

                                       32
<PAGE>






Seller, the Companies or the Subsidiaries or any tenants or subtenants of any of
the Seller or the Companies or the  Subsidiaries,  or otherwise  involving  such
Owned Real Property or such Leased Real Property or the operations  conducted on
or in such Owned Real Property or such Leased Real Property.
                  (ii) To the  knowledge  of the  Seller or the  Companies,  and
except as would not  reasonably  be  expected to result  individually  or in the
aggregate in any material  liability under any Environmental Law, the Owned Real
Property and the Leased Real  Property is in compliance  with all  Environmental
Laws and there has been no release  (nor,  to the knowledge of any of the Seller
or the Companies, is there any substantial threat of a release) of any hazardous
substance  at or from such Owned Real  Property or such Leased Real  Property in
amounts or  concentrations  requiring  remediation  under or that would  violate
current  Environmental  Laws. To the  knowledge of the Seller or the  Companies,
there are no hazardous  substances present on such Owned Real Property or Leased
Real  Property  except for  ordinary  quantities  of properly  stored  hazardous
substances found in consumer or commercial  products that are used in the normal
course of broadcast station operations, including grounds and building operation
and  maintenance,  or except as otherwise  present in material  compliance  with
Environmental Laws or as would not reasonably be expected to result individually
or in the aggregate in any material  liability under any  Environmental  Law. To
the knowledge of the Seller or the Companies,  there are no underground  storage
tanks, or underground piping associated with

                                       33
<PAGE>






such tanks, at such Owned Real Property or such Leased Real Property.
                  (s)  AFFILIATE  TRANSACTIONS.  Except as disclosed in Schedule
4.1(s),  none of the Seller,  the Companies or the Subsidiaries and any of their
respective partners, stockholders,  officers, directors or Affiliates possesses,
directly or indirectly,  any financial interest in, or is a partner,  directors,
officer or employee  of, any  partnership,  corporation,  firm,  association  or
business organization which is a client, supplier,  customer,  lessor, lessee or
competitor of any of the Stations or has a banking or other material contractual
relationship with any of the Stations.
                  (t)   MATERIAL   CONTRACTS.   Except  for  (i)   contracts  or
commitments  for the sale of  advertising  time (other than those referred to in
clause (ii)) entered into in the ordinary course of business  involving not more
than $50,000  (except that with  respect to GCI Atlanta  Holdings,  Inc. and its
Subsidiaries, such amount shall be not more than $100,000), (ii) trade or barter
agreements entered into after the date of this Agreement involving not more than
$25,000 per year, and (iii) contracts or commitments  (other than those referred
to  in  clauses  (i)  and  (ii))  involving  not  more  than  $25,000  per  year
individually or in a series of related agreements,  Schedule 4.1(t)(i) lists all
contracts,  agreements,  leases,  and  licenses,  as to which any Company or any
Subsidiary  is a party  or by which  any of them is  bound,  including,  without
limitation,  all collective  bargaining agreements and employment agreements and
consulting agreements

                                       34
<PAGE>






providing  for  compensation  in excess of  $150,000  of salary  per year.  Such
contracts  are  collectively  referred to herein as  "MATERIAL  CONTRACTS".  The
Seller is not a party to any  contracts,  agreements,  leases or  licenses  that
relate to the operations of the Stations except those agreements relating to the
compensation  of managers that are not  Transferred  Employees  (as  hereinafter
defined).  The Seller has  delivered  to the Buyer  copies of all such  Material
Contracts.  Except as set forth on Schedule  4.1(t)(ii)  hereto,  each  Material
Contract  is valid and  binding  (except to the extent  that the  invalidity  or
nonbinding  nature of any Material  Contract  would not have a material  adverse
effect on any  Company) and is in full force and effect in  accordance  with its
terms and none of the  Seller,  any  Company or any  Subsidiary  has granted any
material waivers or forebearances thereunder and none of the Seller, any Company
or any  Subsidiary,  or to  the  knowledge  of the  Seller  or  any  Company  of
Subsidiary, any third party, is in material default in the performance of any of
its  obligations  under any such Material  Contract and no event or circumstance
has  occurred  which,  with the  giving  of notice or the lapse of time or both,
would constitute a material default by the Seller, any Company or any Subsidiary
under any Material Contract.  Except as indicated on Schedule  4.1(t)(iii),  the
Stock may be sold without the consent of any party to any Material  Contract and
such sale will not affect the validity or  enforceability  of any such  Material
Contract or cause any material change in the substantive terms thereof.

                                       35
<PAGE>






                  (u) PERSONNEL  INFORMATION.  The Seller will provide the Buyer
within ten days of the date of this Agreement,  a true and complete list setting
forth the names of the  employees of each of the Stations and the amount of each
such employee's hourly  compensation or yearly salary,  as applicable,  and such
list will be comparable, in all material respects, to the information previously
disclosed to the Buyer regarding such employees. Except as set forth on Schedule
4.1(u),  none of the Seller, the Companies or the Subsidiaries is a party to any
contract or agreement  with any labor  organization,  nor has any of the Seller,
any of the Companies or any of the Subsidiaries agreed to recognize any union or
other  collective  bargaining  unit,  nor  has any  union  or  other  collective
bargaining unit been certified as representing  any of the Seller's,  any of the
Companies' or any of the Subsidiaries' employees at any of the Stations. None of
the Seller, any of the Companies or any of the Subsidiaries has any knowledge of
any organizational  effort currently being made or threatened by or on behalf of
any labor union with respect to employees of any of the  Stations.  There are no
unfair labor practice  charges pending against the Seller,  any of the Companies
or any of the  Subsidiaries;  there are no pending or, to the  knowledge  of the
Seller,  any of the Companies or any of the  Subsidiaries,  threatened  strikes,
arbitration   proceedings  involving  labor  matters  or  other  labor  disputes
affecting  the Seller,  any of the Companies or any of the  Subsidiaries  or the
Stations  and  none  of  the  Seller,  the  Companies  or the  Subsidiaries  has
experienced any strikes, work

                                       36
<PAGE>






stoppages or other significant labor difficulties of any nature
at any of the Stations in the past two years.
                  (ii) The  Seller,  the  Companies  and the  Subsidiaries  have
complied in all material  respects with all laws  relating to the  employment of
labor,  including,  without limitation,  those laws relating to safety,  health,
wages,  hours,   collective   bargaining,   unemployment   insurance,   workers'
compensation, equal employment opportunity and payment of withholding of taxes.
                  (v) BROKERS,  FINDERS, ETC. No broker,  finder,  consultant or
other intermediary is or will be entitled to any broker's or finder's fee or any
other commission or similar fee in connection with the transactions contemplated
by this Agreement except Morgan Stanley & Co.  Incorporated  ("MORGAN STANLEY"),
whose  fees and  expenses  will be paid by the  Seller  in  accordance  with the
Seller's  agreement  with such firm and payment of which shall be  confirmed  by
Morgan Stanley at the Closing.
                  4.2  REPRESENTATIONS AND WARRANTIES OF THE BUYER.  The
Buyer represents and warrants to the Seller as follows:
                  (a) DUE  ORGANIZATION  AND POWER OF THE BUYER.  The Buyer is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization.
                  (b) AUTHORIZATION AND VALIDITY OF AGREEMENT. The Buyer has all
requisite corporate power and authority to enter into this Agreement and perform
its obligations hereunder. The execution,  delivery and performance by the Buyer
of this Agreement and the  consummation by it of the  transactions  contemplated
hereby have been duly authorized by its Board of


                                       37
<PAGE>






Directors,  and no other corporate  action on the part of the Buyer is necessary
for the execution,  delivery and  performance by the Buyer of this Agreement and
the consummation by it of the transactions  contemplated  hereby. This Agreement
has  been  duly  executed  and   delivered  by  the  Buyer  and,   assuming  due
authorization,  execution  and  delivery  by the Seller,  is a legal,  valid and
binding  obligation  of the Buyer,  enforceable  against the Buyer in accordance
with  its  terms,  except  to the  extent  limited  by  bankruptcy,  insolvency,
reorganization,  moratorium  or other laws  relating to or affecting  creditors'
rights  generally and by general equity  principles,  regardless of whether such
enforceability is considered in a proceeding in equity or at law.
                  (c) NO CONFLICT.  Except for any consent,  approval, filing or
notice that would not, if not given or made, or any violation, conflict, breach,
termination,  default  or  acceleration  which does not,  materially  impair the
ability of the Buyer to  consummate  the  transactions  contemplated  hereby and
except for the consent of the lenders under the Buyer's senior credit  facility,
the execution,  delivery and  performance by the Buyer of this Agreement and the
consummation by it of the transactions contemplated hereby: (i) will not violate
any provision of any law, rule, regulation, order, judgment or decree applicable
to the Buyer;  (ii) will not require  any  consent or approval  of, or filing or
notice to, any  governmental or regulatory  authority under any provision of any
law  applicable  to the Buyer,  except for the  requirements  of the HSR Act and
except for the FCC Consent  and,  except for any  consent,  approval,  filing or
notice


                                       38
<PAGE>






requirements  which  become  applicable  solely  as a  result  of  the  specific
regulatory status of the Seller or which the Seller or any of its affiliates are
otherwise  required  to obtain;  (iii) will not  violate  any  provision  of the
Certificate of Incorporation or By Laws (or equivalent organizational documents)
of the Buyer;  and (iv) will not require any consent,  approval or notice under,
and will not  conflict  with,  or result in the  breach  or  termination  of, or
constitute a default under, or result in the  acceleration of the performance by
the  Buyer  under,  any  indenture,  mortgage,  deed of trust,  lease,  license,
franchise, contract, agreement or other instrument to which the Buyer is a party
or by which it or any of its assets is bound or encumbered.
                  (d)  QUALIFICATIONS  AS  LICENSEE.   Subject  to  the  matters
described on Schedule  4.2(d),  (i) to the best  knowledge of Buyer there are no
facts that, under the  Communications  Act or the FCC Rules, would disqualify it
as a  transferee  of the FCC  Licenses  and (ii) the  Buyer  knows of no  reason
related to the Buyer why the FCC would not  approve  the  transfer of control of
the FCC Licenses to the Buyer.
                  4.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The respective
representations  and  warranties  of the Seller and the Buyer  contained in this
Article IV shall not survive the Closing.
                  4.4 LIMITATION ON REMEDIES.  Following the Closing, the Seller
shall have no liability in respect of any of the  representations and warranties
contained herein (or in respect of the certificate delivered pursuant to Section
6.2(c) hereof insofar as such certificate relates to such representations and


                                       39
<PAGE>






warranties),  whether for damages or otherwise and whether  arising in contract,
tort or  equity or in any other  way  whatsoever.  The Buyer  shall not have any
right after the Closing in respect of any of the  representations and warranties
of the  Seller to  rescind,  terminate  or cancel  this  Agreement  or the Stock
Purchase.
                  4.5  SCHEDULES.  Any matter  that is  disclosed  in a Schedule
hereto in such a way as to make its relevance to the  information  called for by
another  Schedule hereto readily  apparent shall be deemed to have been included
in such other  Schedule,  notwithstanding  the omission of an appropriate  cross
reference thereto.
                  4.6 NO  IMPLIED  REPRESENTATION.  The Seller is not making any
representation  or  warranty  whatsoever,   express  or  implied,  except  those
representations  and warranties of the Seller  contained in this Agreement or in
any Schedule hereto and the Buyer acknowledges and agrees that it has not relied
on or been  induced  to enter  into  this  Agreement  by any  representation  or
warranty other than those expressly set forth in Section 4.1 hereof.

             ARTICLE V: COVENANTS AND TRANSACTIONS PRIOR TO CLOSING
                  5.1 ACCESS TO INFORMATION  CONCERNING  PROPERTIES AND RECORDS;
CONFIDENTIALITY.  During the period  commencing on the date hereof and ending on
the  Closing  Date,  the  Seller  shall and shall  cause the  Companies  and the
Subsidiaries  to, upon  reasonable  request,  afford to the Buyer,  its counsel,
accountants, engineers, appraisers and other authorized

                                       40
<PAGE>






representatives  and its lenders  reasonable access during normal business hours
to the properties,  equipment, books, accounts, contracts, documents and records
of the  Companies,  the  Subsidiaries  and the Stations,  their  businesses  and
properties, to the extent that doing so does not materially disrupt or interfere
with  the  operations  of the  Stations,  and  the  Companies  shall,  within  a
reasonable period of time, furnish or cause to be furnished to the Buyer and its
representatives  all existing data and  information  concerning the business and
properties of the Stations as the Buyer may reasonably request. Without limiting
the  generality  of the  foregoing,  the Buyer shall be given such access to the
financial  records of the  Companies  as is  necessary  for the Buyer to satisfy
itself as to the form and substance of the Closing  Balance Sheet.  All requests
for information shall be submitted only to Herb McCord,  Peter Ferrara,  Michael
Weinstein,  Morgan  Stanley or Simpson  Thacher &  Bartlett.  The Buyer will not
initiate or maintain  contact with any employee of the Seller,  the Companies or
the  Subsidiaries  without the Seller's  prior  consent,  such consent not to be
unreasonably  withheld or delayed.  Prior to the  Closing,  the Seller will also
provide the Buyer with a complete and correct list  containing the names of each
bank in which each Company and the  Subsidiary has an account or safe deposit or
lock box,  the account or box number,  as the case may be, and the name of every
person  authorized to draw thereon or having access thereto.  Subject to Section
5.4(c), the Buyer shall keep, and shall cause its agents,  attorneys,  employees
and representatives to keep, confidential all information obtained by

                                       41
<PAGE>






the Buyer with respect to the Stations in  accordance  with the  Confidentiality
Agreement  (the  "CONFIDENTIALITY  AGREEMENT")  dated  February  26, 1996 by and
between the Buyer and Granum  Communications,  Inc.  shall survive and is hereby
incorporated by
this reference.
                  5.2  CONDUCT  OF THE  BUSINESSES  OF  THE  COMPANIES  AND  THE
SUBSIDIARIES  PRIOR TO THE  CLOSING  DATE.  The Seller  agrees  that,  except as
permitted,  required  or  specifically  contemplated  by  this  Agreement  or as
otherwise  consented  to or approved in writing by the Buyer,  during the period
commencing on the date hereof and ending at the Closing Date:
                  (a)  the business of the Companies and the Subsidiaries
         shall be conducted only in the ordinary course consistent
         with past practices;

                  (b) the Subsidiaries  will continue to operate the Stations in
         accordance  with the terms of the FCC Licenses and in  compliance  with
         all applicable laws and FCC Rules consistent with past practices;

                  (c)  none of the Companies or the Subsidiaries will
         amend its organizational documents;

                  (d) no Company or  Subsidiary  will (i) make any change in the
         number of shares of its capital stock authorized, issued or outstanding
         or grant or issue any option,  warrant or other right to  purchase,  or
         convert  any  obligation  into,  shares  of its  capital  stock or (ii)
         purchase  or  redeem  any  shares  of its  capital  stock or any  other
         security;

                  (e) the Seller will use its, and will cause the  Companies and
         the  Subsidiaries to use their,  reasonable  efforts to preserve intact
         the  operations,  organization  and reputation of the Companies and the
         Subsidiaries,  to keep available the services of the Companies' present
         officers and key employees,  and to preserve the good will and business
         of the suppliers,  advertisers and others having business relationships
         with the Companies and the Subsidiaries;

                  (f)      the Companies and the Subsidiaries will pay or
         otherwise satisfy obligations (cash and barter) of each
         Station on a basis consistent with past practices;

                                       42
<PAGE>







                  (g)      the Companies and the Subsidiaries will maintain
         its respective assets in the same condition (ordinary wear
         and tear excepted) as at the date hereof;

                  (h)      none of the Companies or the Subsidiaries will
         remove or make any significant alterations to any of its
         assets;

                  (i) the  Companies and the  Subsidiaries  will timely make all
         payments  required to be paid under any Material  Contract when due and
         otherwise pay all  liabilities  and satisfy all  obligations  within 90
         days of invoice;

                  (j)  neither the Companies nor the Subsidiaries will
         declare, pay or make any dividend or other distribution;

                  (k)      the Companies and the Subsidiaries will maintain
         its books and records in accordance with generally accepted
         accounting principles;

                  (l) none of the Companies or the  Subsidiaries  will introduce
         any  material  change  with  respect to the  operation  of any  Station
         including,  without  limitation,  any material changes in the broadcast
         hours or in the  percentages or types of  programming  broadcast by the
         Station  or any  other  material  change in the  Station's  programming
         policies, except such changes in the sole discretion of the Seller, the
         Companies or the Subsidiaries, as applicable, exercising good faith, as
         are required by the public interest;

                  (m)  the Seller shall continue to maintain and carry
         its existing insurance as described on Schedule 4.1(j)
         hereto;

                  (n)  none of the Seller, the Companies or the
         Subsidiaries will alter the terms of any existing Material
         Contract except for immaterial alterations;

                  (o) except to the extent required under existing Company Plans
         as in  effect  on the date of this  Agreement,  the  Companies  and the
         Subsidiaries  will not  increase  or modify,  or agree to  increase  or
         modify,  the  compensation,  bonuses or other benefits or prerequisites
         for employees of any Station, except in the ordinary course of business
         consistent  with past  practice  and except for bonuses  referred to in
         Schedule 4.1(p);

                  (p) the  Companies  and the  Subsidiaries  will not  incur any
         obligations  or sell,  dispose of or transfer  any of the assets of any
         Station other than in the ordinary  course of business  consistent with
         past practice; and


                                       43
<PAGE>






                  (q)  the Companies and the Subsidiaries will maintain
         advertising and promotional expenditures for the Stations at
         levels consistent with past practice.

                  5.3 ANTITRUST LAWS. As soon as practicable after the execution
of this Agreement, the Buyer and the Seller shall each file with the FTC and the
Antitrust Division any notifications required to be filed by themselves or their
respective  "ultimate  parent" companies (as such term is defined in the HSR Act
and the regulations  promulgated  thereunder)  under the HSR Act with respect to
the  transactions  contemplated by this  Agreement.  The parties hereto will use
their  respective  reasonable  best  efforts to make such filings  promptly,  to
respond  to any  requests  for  additional  information  made by  either of such
agencies  and to cause the waiting  periods  under the HSR Act to  terminate  or
expire at the earliest  possible date.  Each party hereto shall promptly  inform
the others of any material communication from the FTC, the Antitrust Division or
any other domestic or foreign  governmental  authority regarding the sale of the
Stock or any of the other  transactions  contemplated by this Agreement.  If any
party  hereto or any of their  respective  Affiliates  receives  a  request  for
additional  information  or  documentary  material  from any such  government or
authority  with  respect  to the  sale of the  Stock or the  other  transactions
contemplated by this  Agreement,  then such party will endeavor in good faith to
make,  or  cause  to be  made,  as  soon as  reasonably  practicable  and  after
consultation with the other party hereto, an appropriate  response in compliance
with such request.  The filing fee under the HSR Act shall be borne  one-half by
the Seller and one-half by the Buyer.

                                       44
<PAGE>






                  5.4 APPLICATIONS  FOR FCC CONSENTS.  (a) The Buyer agrees that
prior to the filing of the FCC  applications  referred to below,  it will either
(i) assign its rights to purchase GCI Dallas or GCI Texas (as defined  below) to
a trustee (the  "TRUSTEE") who is independent of the Buyer within the meaning of
Section  73.3555  Note  2(e) of the FCC  Rules,  or (ii)  agree to assign to the
Trustee  one of the other FM radio  stations  in the  Dallas/Fort  Worth  market
controlled  by the  Buyer.  Within  ten  Business  Days  after  the date of this
Agreement  (and the Buyer  shall use its  reasonable  best  efforts to make such
filing within seven Business Days), the Seller,  the Buyer and the Trustee shall
file complete  applications  with the FCC seeking its approval of and consent to
the transactions  contemplated by this Agreement,  consistent with the preceding
sentence,  and the Seller and the Buyer shall each use its best efforts to cause
the FCC to extend the effectiveness of any such consents until all such consents
have been granted.  The Buyer and the Seller shall  cooperate with each other in
the preparation of such  applications and shall take all steps necessary for the
expeditious grant of such approvals and consents. Should the Buyer or the Seller
become  aware of facts which could  reasonably  be  expected to  materially  and
adversely affect or materially  delay the issuance of such consents,  such party
shall  promptly  notify  the other  party in  writing.  The Seller and the Buyer
covenant  to  take  all  steps  necessary  to  permit  the  consummation  of the
transactions  contemplated  by this Agreement  under the FCC Rules and the Buyer
shall consummate and cause the Trustee to consummate the

                                       45
<PAGE>






transactions  with  the  Trustee  contemplated  in the  first  sentence  of this
Section.  Each party shall bear its own costs and expenses  (including  the fees
and  disbursements  of its counsel) in connection  with the  preparation  of the
portion of the FCC  application to be prepared by it and in connection  with the
processing of the FCC  application.  FCC application fees shall be borne equally
by the Seller and the Buyer.
                  (b) Notwithstanding anything set forth herein to the contrary,
if the  condition  set forth in Section  6.1(b)(i)  of this  Agreement  has been
satisfied  with  respect to all Stations  other than the  Stations  owned by GCI
Dallas Holdings,  Inc. ("GCI DALLAS") and GCI Texas Holdings,  Inc. ("GCI TEXAS"
and, together with GCI Dallas, the "TEXAS COMPANIES") prior to December 2, 1996,
the parties agree that, at the Seller's or the Buyer's election,  there shall be
two  closings as follows:  (i) a closing (the "FIRST  CLOSING")  relating to the
Stock  with  respect  to the  Companies  other  than the Texas  Companies  for a
purchase price of $390,000,000  plus or minus the Adjustment Amount with respect
to the Companies (excluding the Texas Companies) and (ii) a closing (the "SECOND
CLOSING")  relating to the Stock of the Texas  Companies for a purchase price of
$20,000,000  plus or minus  the  Adjustment  Amount  with  respect  to the Texas
Companies (the "SECOND CLOSING  PURCHASE PRICE") to occur on the second Business
Day  following  satisfaction  of the  condition  set forth in Section  6.1(b)(i)
relating  to the  transfer of the Texas  Companies,  PROVIDED,  HOWEVER,  if the
Second  Closing has not  occurred on or prior to December 2, 1996,  then on such
date, the Buyer shall pay

                                       46
<PAGE>






the Seller the Second Closing  Purchase Price in exchange for the Stock,  at the
option of the Buyer,  of either GCI Dallas or GCI Texas.  If the  proviso to the
preceding sentence becomes  applicable,  the Buyer and the Seller shall agree in
good faith on a sale of the  remaining  Texas  Company  owned by the Seller to a
third party, and the Seller shall cause the net proceeds of such sale to be paid
to the  Buyer;  PROVIDED  that the  Seller  shall not be  required  to incur any
obligations or unreimbursed  costs or expenses in connection with such sale. The
Seller  shall  continue  to retain  control of and to receive  the  benefits  of
ownership of the Texas Companies until transfers of the related Stock thereof.
                  (c) During the period commencing on the date hereof and ending
on the date of the sale of the remaining Texas Company by the Seller, the Seller
shall cooperate  (pursuant to written  instructions by the Buyer) with the Buyer
in connection with a sale of the Texas Companies;  PROVIDED that the Buyer shall
not provide any  information to any potential  purchaser of the Texas  Companies
that is  considered  confidential  pursuant to the terms of the  Confidentiality
Agreement or the terms hereof  without the prior  consent of Herb McCord,  which
consent shall not be unreasonably withheld.
                  5.5  EMPLOYEE  BENEFIT  MATTERS.  (a) The Buyer  agrees  that,
during  the period  commencing  at the  Closing  Date and ending on the one year
anniversary  of the  Closing  Date,  the  employees  of the  Companies  and  the
Subsidiaries  (other than those  employees  covered by a  collective  bargaining
agreement) will continue to be provided with employee benefit plans which in the
aggregate are


                                       47
<PAGE>






substantially  comparable to those  currently  provided by the Companies and the
Subsidiaries to such employees.  Subject to the foregoing,  nothing herein shall
prevent the amendment or termination of any such plan, program or arrangement.
                  (b) The  Buyer  shall,  or shall  cause the  Companies  or the
Subsidiaries  to, promptly pay or provide when due all compensation and benefits
earned or accrued  through or prior to the Closing Date as provided  pursuant to
the terms of any Company Plan. The Buyer shall,  or shall cause the Companies or
the  Subsidiaries  to, pay  promptly or provide  when due all  compensation  and
benefits  required to be paid pursuant to the terms of any individual  agreement
with any current or former  employee or director in effect and  disclosed to the
Buyer as of the  date  hereof.  Nothing  in this  Agreement  shall  require  the
continued  employment  of any person or prevent the  Companies  and/or the Buyer
from taking any action or refraining  from taking any action which the Companies
could take or refrain from taking prior to the Closing Date.
                  (c) The  Buyer  shall,  or shall  cause the  Companies  or the
Subsidiaries to, be responsible for any medical, life insurance,  disability and
other  welfare plan  expenses and benefits  under the Company  Plans or any plan
implemented  by the Buyer after the Closing with  respect to claims  incurred by
employees of the Companies or the Subsidiaries who continue  employment with the
Companies or the Subsidiaries after the Closing Date  ("Transferred  Employees")
and their covered dependents on or after the Closing Date. For purposes of this

                                       48
<PAGE>






paragraph,  a claim is deemed incurred when the services that are the subject of
the claim are performed;  in the case of long-term disability benefits, when the
disability occurs;  and, in the case of a hospital stay, when the employee first
enters the hospital.
                  (d) With respect to any welfare  benefit  plans (as defined in
section 3(1) of ERISA)  maintained  by the Buyer for the benefit of  Transferred
Employees on and after the Closing Date,  the Parent shall (i) cause there to be
waived  any  pre-existing   condition  limitations  and  (ii)  give  effect,  in
determining  any deductible  and maximum  out-of-pocket  limitations,  to claims
incurred  and amounts  paid by, and  amounts  reimbursed  to,  such  Transferred
Employees  with respect to similar  plans  maintained by the Companies for their
benefit immediately prior to the Closing Date.
                  (e) With  respect to any accrued but unused  vacation  time to
which any Transferred  Employee is entitled pursuant to a Company Plan that is a
vacation policy applicable to such Transferred Employee immediately prior to the
Closing Date (the  "Vacation  Policy"),  the Buyer shall allow such  Transferred
Employee to use such  accrued  vacation;  PROVIDED,  HOWEVER,  that if the Buyer
deems it necessary to disallow such employee from taking such accrued  vacation,
the Buyer shall be liable for and pay in cash to each such Transferred  Employee
an amount equal to such vacation  time in accordance  with terms of the Vacation
Policy; PROVIDED, FURTHER, that the Buyer shall be liable for and pay in cash an
amount equal to such accrued  vacation time to any  Transferred  Employee  whose
employment terminates for any reason

                                       49
<PAGE>






other than  "cause" (as defined on  Schedule  5.5 hereof)  prior to the close of
business  on the last  calendar  day of the year during  which the Closing  Date
occurs.
                  (f) The Buyer and the Seller shall each comply in all respects
with the Worker Adjustment Retraining Notification Act.
                  5.6 CREDIT AGREEMENT.  At or prior to the Closing,  the Seller
shall  repay  all  obligations  under the  Credit  Agreement,  indebtedness  for
borrowed money and purchase  money  mortgages and obtain  releases,  in form and
substance  reasonably  acceptable  to the  Buyer,  removing  all  Liens  created
pursuant to the Credit  Agreement,  the related pledge  agreement and subsidiary
guarantee and pledge agreement, and any documents evidencing or ancillary to any
other indebtedness for borrowed money or purchase money mortgages.
                  5.7  NOTIFICATION.  (a) The  Seller  and the  Companies  shall
notify  the Buyer of any  material  litigation,  arbitration  or  administrative
proceeding  pending or, to its knowledge,  threatened against any of the Seller,
the Companies or the Subsidiaries which challenges the transactions contemplated
hereby or which could have a Material Adverse Effect.
                  (b) Between the date of this  Agreement  and the Closing,  the
Seller  shall keep the Buyer  reasonably  informed of all  material  operational
matters and business developmts known to the Seller with respect to the Stations
and their respective markets, including any competitive changes.
                  5.8  NO INCONSISTENT ACTION.  None of the Seller, the
Companies or the Subsidiaries shall take any action which is

                                       50
<PAGE>






inconsistent  with its obligations  under this Agreement or that would hinder or
delay the consummation of the transactions  contemplated by this Agreement. None
of the Seller, the Companies or the Subsidiaries will take any action that would
disqualify  or impair  any such  person as an  assignor  of any FCC  License  or
licensee, owner or operator of any of the Stations.
                  5.9  NON-SOLICITATION.  Between the date of this Agreement and
the Closing Date, none of the Seller,  the Companies or the Subsidiaries nor any
Affiliate  thereof  shall,  directly or  indirectly,  (i)  solicit,  initiate or
encourage  submission  of any proposal or offer from any Person  relating to any
acquisition  or  purchase  of any capital  stock or assets of any  Company,  any
Subsidiary  or any  Station or any other  transaction  that would  result in the
transfer  of  control of any  Company,  any  Subsidiary  or any  Stations  or an
investment  of any kind by any Person in any  Subsidiary  (each an  "ACQUISITION
PROPOSAL") or (ii) participate in any discussions or negotiations  regarding, or
furnish to any Person any information  with respect to, an Acquisition  Proposal
or any of the  foregoing,  except  to the  extent  required  by  law,  or  (iii)
otherwise  cooperate in any way with, or assist or participate in, facilitate or
encourage,  any effort or  attempt by any other  Person to do or seek any of the
foregoing.
                  5.10     FINANCIAL STATEMENTS.  (a)  As soon as such
financial statements become available, the Seller will deliver to
the Buyer a copy of (i) the audited consolidated balance sheet of
the Seller as at December 31, 1995, the audited consolidated
income statement and statement of cash flows of the Seller for

                                       51
<PAGE>






the year ended  December 31, 1995 and (ii) the unaudited  balance sheets for the
Companies  as at  December  31,  1995 and  unaudited  income  statements  of the
Companies for the year ended December 31, 1995. Such financial  statements shall
be prepared in accordance with generally accepted accounting  principles applied
on a consistent  basis,  except as may be indicated in the notes  thereto.  Such
financial  statements  shall be true and  complete  and  fairly  present  in all
material  respects the financial  condition and the results of operations of the
Seller and the  Companies,  taken as a whole,  respectively,  as of December 31,
1995 and for the year ended December 31, 1995.
                  (b)  Within  30 days  after  the end of each  month  until the
Closing Date,  the Seller shall  deliver to the Buyer an unaudited  statement of
the gross revenue, net revenue,  expenses and cash flow for the Stations in each
of the five markets of the Seller for the month then ended, along with a balance
sheet as of the end of such month.  All  statements  furnished  pursuant to this
Section 5.10 shall present fairly in all material respects,  as of the dates and
for the periods stated therein, the financial information set forth therein with
respect to the Stations  taken as a whole.  The Seller shall also deliver to the
Buyer regularly  prepared internal pacing reports for each of the Stations every
two weeks.
                  (c) Subject to Section  5.4(c),  the Buyer  agrees to maintain
such  information  provided  pursuant to this Section 5.10 in strict  confidence
pursuant to the terms of the Confidentiality  Agreement.  In addition, the Buyer
shall limit access to such

                                       52
<PAGE>






information  to  corporate  officers  of the  Buyer  located  in  its  principal
executive offices in New York City and the Buyer's  representatives and will not
permit any  employees of any  stations  that compete with any of the Stations to
have access to such information.
                  5.11 REPAIR OF ASSETS.  The Seller shall cause to be repaired,
replaced or restored any damaged or lost  material  asset of the  Companies  and
Subsidiaries  to its prior  condition  as soon as possible and in no event later
than the Closing; PROVIDED, HOWEVER, that the Seller shall have no obligation to
cause the repair,  replacement  or restoration of any such damaged or lost asset
(i) that is  obsolete if no  replacement  asset is  necessary  or useful for the
continued  operation of the applicable  Station consistent with past practice or
(ii) if the cost to repair, replace or restore such asset is less than $100,000.
If the Seller is unable or fails to repair,  replace or restore any such damaged
or lost asset prior to the Closing, and the cost of such repair,  replacement or
restoration  would  exceed  $200,000,  the  Buyer may  elect to  terminate  this
Agreement  pursuant to Section  8.1(a)(vi)  but only if (a) the Buyer shall have
provided  the Seller 60 days to repair,  replace or restore such asset or (b) if
such asset cannot be  repaired,  replaced or restored  within such 60 days,  the
Seller  does  not  offer  to  reduce  the  Stock  Purchase  Price by the cost of
repairing, replacing or restoring such asset (less the amount of any anticipated
insurance proceeds related thereto).

                                       53
<PAGE>






                  5.12 CERTAIN EXISTING LIABILITIES.  (a) The Seller agrees that
(i) it  will  satisfy  in  full  prior  to  the  Closing,  or  provide  for  the
satisfaction  of in a  manner  reasonably  acceptable  to the  Buyer  after  the
Closing,  all obligations to make payments under the Non-Competition  Agreement,
dated as of March 31,  1995,  by and  between  GCI  Orange,  Inc.  and Mr.  John
Tenaglia  or (ii) the  amount of such  payments  will be  reflected  in  Working
Capital or Long-Term Liabilities on the Closing Date Balance Sheet.
                  (b) The Seller shall use its  reasonable  efforts to cause the
premises  (the "EXCESS  LEASED  SPACE")  covered by the Lease  Agreement,  dated
November  1,  1989,   between   Crown-Urban  Square  I,  Ltd.,  as  lessor,  and
Summit-Dallas  Broadcasting  Corporation,  as  lessee,  and the  Lease  Takeover
Agreement,  dated February 24, 1989, between Sherry Lane Associates,  as lessor,
and Gilmore  Broadcasting  Corporation,  as lessee (the "TEXAS  LEASES"),  to be
subleased to a third party (who shall be reasonably  satisfactory  to the Buyer;
provided  that  the  Buyer  may not  object  to any  party  on the  basis of its
creditworthiness if such creditworthiness is substantially comparable to that of
the Seller or the Buyer) for the term of such  leases and pay or provide for the
payment (including by reducing the Stock Purchase Price) of any shortfall in the
lease payment  obligations of the Companies  under the Texas Leases after taking
into  account  payments  under  such  subleases  and the  time  value  of  money
discounted at the rate of 8% per annum.  If the Seller has not caused the Excess
Leased Space to be subleased prior to the closing of the Texas  Companies,  then
it shall provide for the

                                       54
<PAGE>






release of the lessee from the applicable  Texas Lease and the assumption of the
liabilities  thereunder on terms and conditions  reasonably  satisfactory to the
Buyer;  provided that the assumption of all such  liabilities by any Person that
has a  creditworthiness  that is  substantially  comparable to the Seller or the
Buyer shall be deemed to be satisfactory to the Buyer.
                  5.13 COMMITMENTS FOR FINANCING.  The Buyer will diligently and
timely take,  or cause to be taken,  all  necessary or  appropriate  action,  to
obtain  sufficient  cash on hand to allow the  Buyer to pay the  Stock  Purchase
Price, consummate the transactions  contemplated hereby and pay related fees and
expenses of the Buyer and to obtain a consent to the  transactions  contemplated
hereby under its senior credit  facility.  Nonetheless,  the  obligations of the
Buyer  hereunder are not subject to a contingency  based on the  availability or
suitability of financing.
                  5.14  FURTHER  ACTIONS.  Subject  to the terms and  conditions
hereof,  each of the parties hereto agrees to use its reasonable best efforts to
take,  or cause to be taken,  all  actions  and to do, or cause to be done,  all
things  necessary,  proper or advisable to  consummate  and make  effective  the
transactions contemplated by this Agreement, including using its reasonable best
efforts:   (i)  to  obtain   any   licenses,   permits,   consents,   approvals,
authorizations,  qualifications  and orders of  governmental  authorities as are
required in connection with the  consummation of the  transactions  contemplated
hereby; (ii) to effect all necessary registrations and filings; (iii) to take

                                       55
<PAGE>






such  reasonable  actions to defend any  lawsuits  or other  legal  proceedings,
whether judicial or administrative, whether brought derivatively or on behalf of
third parties (including  governmental agencies or officials),  challenging this
Agreement or the consummation of the transactions  contemplated hereby; and (iv)
to furnish  to each  other such  information  and  assistance  as is  reasonably
requested in connection with the foregoing.

                        ARTICLE VI: CONDITIONS PRECEDENT
                  6.1  CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  PARTIES.  The
respective obligations of the parties hereto are subject to the satisfaction (or
waiver by each of the Seller  and the Buyer) at or prior to the  Closing of each
of the following conditions:
                  (a)  NO INJUNCTION.  No order of any court or any
         administrative agency shall be in effect which restrains or
         prohibits the transactions contemplated hereby.

                  (b) REGULATORY  APPROVALS.  (i) Subject to Section 5.4(b), the
         FCC shall have entered an order or orders  approving or  consenting  to
         the transfer of control of the FCC Licenses of the Companies  (the "FCC
         CONSENT") and, if required by the Buyer, such order shall have become a
         Final Order. The FCC Consent shall not have been dissolved,  rescinded,
         adversely  modified,  or adversely amended,  and shall be in full force
         and effect on the Closing  Date and shall be a Final Order and (ii) all
         applicable  waiting  periods  under  the  HSR  Act  applicable  to  the
         transactions contemplated hereby shall have expired or been terminated.

                  (c) REVERSAL AGREEMENT.  If the Closing with respect to any of
         the Stations occurs prior to the receipt of the Final Order, the Seller
         shall have  executed and  delivered  to the Buyer a Reversal  Agreement
         (the   "REVERSAL   AGREEMENT")   in  form  and   substance   reasonably
         satisfactory to the parties hereto.

                  6.2  CONDITIONS PRECEDENT TO OBLIGATION OF THE BUYER.
The obligation of the Buyer to consummate the transactions
contemplated by this Agreement is subject to the satisfaction (or

                                       56
<PAGE>






waiver by the Buyer) at or prior to the Closing of each of the
following additional conditions:
                  (a)   ACCURACY  OF   REPRESENTATIONS   AND   WARRANTIES.   The
         representations  and  warranties of the Seller  contained  herein shall
         have been true and  correct in all  material  respects on and as of the
         date hereof; PROVIDED that any lost or damaged asset (or action related
         thereto) that is the subject of the  provisions of Section 5.11,  shall
         not be a basis  for the  Buyer to assert  that  this  condition  is not
         satisfied.

                  (b) PERFORMANCE OF AGREEMENTS. The Seller shall have performed
         in all material  respects all obligations and agreements,  and complied
         in all material  respects with all covenants and conditions,  contained
         in this Agreement to be performed or complied with by it prior to or on
         the Closing Date.

                  (c)   CERTIFICATE.   The  Buyer  shall  have  received  (i)  a
         certificate of the Seller,  dated the Closing Date,  executed on behalf
         of the Seller by its General  Partner to the effect that the conditions
         specified in paragraphs (a) and (b) above have been fulfilled.

                  (d) LEGAL  OPINIONS.  The Buyer  shall  have  received a legal
         opinion from Simpson  Thacher & Bartlett,  dated the Closing  Date,  in
         form  reasonably  satisfactory to the Buyer and (ii) a legal opinion of
         Wiley,  Rein & Fielding,  dated the Closing  Date,  in form  reasonably
         satisfactory to the Buyer.

                  (e) NO MATERIAL  ADVERSE  CHANGE.  Between the date hereof and
         the Closing Date,  there shall not have  occurred any material  adverse
         change in the condition  (financial or otherwise),  business or results
         of operations  of the  Companies,  taken as a whole;  provided that the
         following  shall not be deemed to constitute a material  adverse change
         for  purposes of this Section  6.2(d):  adverse  effects  caused by (a)
         reductions in the market value of radio stations  generally,  including
         reductions in multiples of broadcast cash flow paid for radio stations,
         (b) regulatory  changes or political  events affecting the broadcasting
         industry generally,  (c) technical developments generally,  (d) changes
         in the financial markets, (e) general economic  conditions,  (f) war or
         armed hostilities,  (g) calamities,  disasters and acts of God, (h) any
         action taken by the Buyer or any of its Affiliates,  including, without
         limitation,  any change in the  operations,  policies,  programming  or
         format,  at any  station  owned  or  controlled  by the  Buyer  or such
         Affiliate that is in the same market as any of the Stations, or (i) any
         action taken by the Buyer, or by Seller or any of the Companies at
  
                                       57

<PAGE>






         the written request of the Buyer, relating to the sale or attempted 
         sale of the Texas Companies.

                  (f)  FIRPTA CERTIFICATES.  The Seller shall have delivered to 
         Buyer a certificate of the Seller satisfying the requirements of 
         Treas. Reg. ss. 1.1445-2(b).

                  (g) RESIGNATION OF DIRECTORS. All directors of any Company and
         any Subsidiary  whose  resignations  shall have been requested by Buyer
         not less than five  Business  Days prior to the Closing Date shall have
         submitted their  resignations or been removed from office  effective as
         of the Closing Date.

                  (h) RELEASE. The Seller shall have executed a release, in form
         and substance reasonably  satisfactory to Buyer,  pursuant to which the
         Seller and its Affiliates  release each Company and each Subsidiary and
         the present and former  directors,  officers,  agents and  employees of
         each  Company and each  Subsidiary  from any and all  actions,  claims,
         causes of action or liability of any nature, in law or equity, known or
         unknown and whether or not heretofore  asserted,  which the Seller ever
         had,  now has or  hereafter  can,  shall or may have against any of the
         foregoing  for,  upon  or by  reason  of any  matter,  cause  or  thing
         whatsoever  from the  formation of each Company and each  Subsidiary to
         the Closing Date.

                  (i) RENEWAL  LICENSES.  The FCC shall have granted the pending
         license  renewal  applications  for the Atlanta  and Orlando  Stations,
         without  condition,  and such grants  shall,  if required by the Buyer,
         have become a Final Order.

                  (j)   TERMINATION  OF   AGREEMENTS.   The  Seller  shall  have
         terminated, without liability after the Closing, each of the agreements
         described on Schedule 4.1(s).

                  6.3 CONDITIONS  PRECEDENT TO THE OBLIGATION OF THE SELLER. The
obligation of the Seller to consummate  the  transactions  contemplated  by this
Agreement is subject to the  satisfaction  (or waiver by the Seller) at or prior
to the Closing of each of the following additional conditions:
                  (a)   ACCURACY  OF   REPRESENTATIONS   AND   WARRANTIES.   The
         representations and warranties of the Buyer contained herein shall have
         been true and  correct in all  material  respects on and as of the date
         hereof.

                  (b)  PERFORMANCE OF AGREEMENTS.  The Buyer shall have
         performed in all material respects all obligations and


                                       58
<PAGE>






         agreements,  and complied in all material  respects  with all covenants
         and conditions, contained in this Agreement to be performed or complied
         with by it prior to or on the Closing Date.

                  (c) CERTIFICATE.  The Seller shall have received a certificate
         of the Buyer,  dated the Closing Date,  executed on behalf of the Buyer
         by its President or any Senior Vice  President,  to the effect that the
         conditions  specified  in  paragraphs  (a)  and  (b)  above  have  been
         fulfilled.

                  (d) LEGAL OPINIONS. The Seller shall have received (i) a legal
         opinion  from  Debevoise & Plimpton,  dated the Closing  Date,  in form
         reasonably  satisfactory  to the  Seller  and (ii) a legal  opinion  of
         Leventhal,  Senter & Lerman, dated the Closing Date, in form reasonably
         satisfactory to the Seller.

                 ARTICLE VII: ASSUMPTION OF CERTAIN OBLIGATIONS
                                      AND LIABILITIES; INDEMNIFICATION

                  7.1  ASSUMPTION  AND  INDEMNIFICATION.  (a) The  Buyer  hereby
agrees to indemnify and hold the Seller and its directors,  officers,  partners,
employees, agents and other affiliates (other than the Companies) (collectively,
the "SELLER INDEMNIFIED PARTIES") harmless against and in respect of all losses,
liabilities, damages, costs and expenses (including costs of suit and reasonable
attorneys' fees and expenses) (collectively,  "LIABILITIES"), incurred by any of
them on or after the Closing Date relating to the assets, business,  operations,
conduct,  products and employees  (including retired employees) of the Companies
and the Subsidiaries  (including any loss, liability,  claim, damage or expenses
relating to the  termination by the Buyer or the Companies and the  Subsidiaries
after the Closing of any employee of the  Companies or the  Subsidiaries  or any
change  in the terms of  employment  of any  employee  of the  Companies  or the
Subsidiaries after the Closing) imposed on any Seller Indemnified Party.

                                       59
<PAGE>






                  (b) The Seller  hereby  agrees to indemnify and hold the Buyer
and its directors,  officers,  employers, agents and other Affiliates (including
the Companies and the Subsidiaries after the Closing) (collectively,  the "BUYER
INDEMNIFIED  PARTIES")  harmless  against  and in  respect  of  all  Liabilities
incurred by the Seller relating to the assets,  business,  operations,  conduct,
products and  employees  (including  retired  employees) of any Affiliate of the
Seller (other than the Companies and the Subsidiaries).
                  (c) All  Liabilities  referred to in the foregoing  paragraphs
(a)  and (b) are  collectively  referred  to as  "INDEMNIFIED  LIABILITIES"  and
"INDEMNIFIED  PARTY"  shall mean  either a Seller  Indemnified  Party or a Buyer
Indemnified Party.
                  7.2  PROCEDURE.  If any claim or demand by any  person is made
against an  Indemnified  Party,  and if such  Indemnified  Party intends to seek
indemnity  with respect  thereto under this Article VI, such  Indemnified  Party
shall promptly notify the indemnifying party in writing of such claim or demand,
provided that the failure to so notify the indemnifying  party shall not relieve
the indemnifying  party from any liability which it may have hereunder unless it
is actually prejudiced thereby.  The indemnifying party shall have 30 days after
receipt of such notice to undertake, conduct and control, through counsel of its
own choosing and at its own expense,  the settlement or defense thereof, and the
Indemnified  Party shall  cooperate  with the  indemnifying  party in connection
therewith;  PROVIDED  that the  Indemnified  Party  may  participate  at its own
expense in such

                                       60
<PAGE>






settlement or defense  through  counsel chosen by such  Indemnified  Party.  The
Indemnified Party shall have the right to pay or settle any such claim; PROVIDED
that in such  event it  shall  waive  any  right to  indemnity  therefor  by the
indemnifying  party. If the  indemnifying  party does not notify the Indemnified
Party within 30 days after the receipt of the  Indemnified  Party's  notice of a
claim of indemnity  hereunder  that it elects to undertake the defense  thereof,
the Indemnified Party shall have the right to contest,  settle or compromise the
claim in its sole  discretion and shall not thereby waive any right to indemnity
therefor  pursuant to this Agreement.  The indemnifying  party shall not, except
with the consent of the Indemnified  Party,  enter into any settlement that does
not include as an unconditional term thereof the giving by the person or persons
asserting such claim to all Indemnified  Parties an  unconditional  release from
all  liability  with respect to such claim or consent to entry of any  judgment.
Notwithstanding the foregoing, following the Closing, the Buyer will afford, and
cause the Companies and the  Subsidiaries to afford,  to the Seller  Indemnified
Parties and their  counsel,  accountants  and other  authorized  representatives
reasonable  access during normal  business  hours to the  properties,  books and
records of the Companies and the Subsidiaries (and permit the Seller Indemnified
Parties and their counsel,  accountants and other authorized  representatives to
make copies of such books and records at their own expense),  to the extent that
such  access  may  be  reasonably  required  to  facilitate  the  investigation,
litigation and final

                                       61
<PAGE>






disposition  of any claim which may have been or may be made  against any Seller
Indemnified  Party relating to the Companies or the  Subsidiaries  or any of the
transactions  contemplated by this  Agreement.  The Seller  Indemnified  Parties
shall hold any such confidential information in confidence on the same terms and
subject to the same conditions applicable to Buyer in Section 5.1(b) hereof.
                  7.3 PAYMENT.  On each occasion that an Indemnified Party shall
be entitled to  indemnification  or  reimbursement  under this  Article VII, the
indemnifying  party  shall,  at each such time,  promptly pay the amount of such
indemnification or reimbursement.  If the Indemnified Party shall be entitled to
indemnification  under this  Article  VII and the  indemnifying  party shall not
elect to control any legal proceeding in connection therewith,  the indemnifying
party  shall  pay upon  request  from time to time to the  Indemnified  Party an
amount equal to the Indemnified  Party's costs and expenses  arising as a result
of such proceeding which have not been previously reimbursed.

                           ARTICLE VIII: MISCELLANEOUS
                  8.1  TERMINATION AND ABANDONMENT.
                  (a)  GENERAL.  This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time,
but not later than the Closing Date:
                         (i) by mutual written consent of the Buyer and the
         Seller;

                        (ii) by the Buyer after December 2, 1996 if, through no
         fault of the Buyer, the Closing shall not have occurred;

                                       62

<PAGE>






                       (iii) by the Seller after December 2, 1996 if, through
         no fault of the Seller, the Closing shall not have occurred;

                        (iv) by the Buyer if there has been a material breach
         of any representation, warranty or covenant made in this
         Agreement by the Seller;

                         (v) by the Seller if there has been a material breach
         of any representation, warranty or covenant made in this
         Agreement by the Buyer;

                        (vi) by the Buyer in accordance with Section 5.11; or

                       (vii) by the Buyer if (a) one or more FM  Stations  shall
         have operated at less than one half of their full authorized  effective
         radiated power for a period of more than seven  consecutive  days or an
         aggregate  of ten days in any month  period,  (b) the Buyer  shall have
         used its  reasonable  efforts to assist the Companies in returning such
         Stations to operation at full authorized  effective  radiated power (at
         the expense of the  Seller),  and (c) such  operation  at less than one
         half of full  authorized  effective  radiated  power shall  result in a
         reduction  in  broadcast  cash  flow  that  is  material  to all the FM
         Stations taken as a whole.


                  (b)  PROCEDURE   UPON   TERMINATION.   In  the  event  of  the
termination and abandonment of this Agreement, written notice thereof specifying
in sufficient  detail the basis for such termination  (including,  in respect of
any  termination  pursuant to clause (iv) or (v) of Section  8.1(a),  reasonably
sufficient detail of the breaches of representation, warranty or covenant) shall
promptly be given to the other party hereto and this Agreement  shall  terminate
and the  transactions  contemplated  hereby shall be abandoned  without  further
action by any of the parties hereto.

                  (c) SURVIVAL OF CERTAIN PROVISIONS. The respective obligations
of the parties  hereto  pursuant to this  Section 8.1 and  Sections 8.2 and 8.10
shall survive any  termination of this Agreement and Sections  5.4(b) and 5.4(c)
shall survive termination of this Agreement for six months.

                                       63
<PAGE>






                  8.2 FEES AND EXPENSES. Subject to Section 8.1(a)(vii), whether
or not the transactions contemplated hereby are consummated, each of the parties
hereto  shall  pay  its own  fees  and  expenses  incident  to the  negotiation,
preparation and execution of this Agreement, including attorneys',  accountants'
and other  advisors'  fees and the fees and  expenses of any  broker,  finder or
agent retained by such party in connection with the transactions contemplated by
the Agreement.
                  8.3  NO  CONTROL  BY THE  BUYER.  Between  the  date  of  this
Agreement  and the  Closing  Date,  the Buyer shall not  directly or  indirectly
control,  supervise or direct, or attempt to control,  supervise or direct,  the
operations of the Stations, but such operations shall be the sole responsibility
and  in  the  complete   discretion  of  the  Seller,   the  Companies  and  the
Subsidiaries.
                  8.4  TRANSFER TAXES.  Any transfer tax shall be borne
one-half by the Buyer and one-half by the Seller.
                  8.5 NOTICES. All notices, requests, demands, waivers and other
communications  required or permitted to be given under this Agreement  shall be
in writing delivered by hand, telex,  facsimile or registered letter with return
receipt  requested  and shall be  deemed  to have  been duly  given or made when
delivered  by hand,  or,  in the case of telex  notice,  when  sent,  answerback
received,  or, in the case of facsimile note or registered letter, when received
by the addressee, addressed as follows:

                                       64
<PAGE>






                           (a)  if to the Seller, to it at:

                                    Granum Communications, Inc.
                                    100 Wall Street
                                    Suite 603
                                    New York, New York  10005
                                    Attention:  Mr. Herbert W. McCord
                                    Telephone:  (212) 809-2900
                                    Telecopy:  (212) 809-4010

                                    with a copy to:

                                    Kohlberg Kravis Roberts & Co., L.P.
                                    9 West 57th Street
                                    Suite 4250
                                    New York, New York  10019
                                    Attention:  Mr. Scott M. Stuart
                                    Telephone:  (212) 750-8300
                                    Telecopy:  (212) 750-0003

                                                     and

                                    Simpson Thacher & Bartlett
                                    425 Lexington Avenue
                                    New York, New York  10017
                                    Attention:  John W. Carr, Esq.
                                    Telephone:  (212) 455-2000
                                    Telecopy:  (212) 455-2502

                           (b)  if to the Buyer, to it at:

                                    Infinity Broadcasting Corporation
                                    600 Madison Avenue
                                    New York, New York 10022
                                    Attention: Mr. Farid Suleman
                                    Telephone: (212) 750-6400
                                    Telecopy:  (212) 888-2959

                                    with a copy to:

                                    Debevoise & Plimpton
                                    875 Third Avenue
                                    New York, New York 10022
                                    Attention:  Richard D. Bohm, Esq.
                                    Telephone:  (212) 909-6000
                                    Telecopy:  (212) 909-6836
or to such other persons or addresses as any party shall specify as to itself by
notice in writing to the other parties.
                  8.6  ENTIRE AGREEMENT.  This Agreement (including the
Schedules hereto) constitutes the entire agreement between the

                                       65
<PAGE>






parties hereto and supersedes all prior agreements and understandings,  oral and
written, between the parties hereto with respect to the subject matter hereof.
                  8.7 BINDING EFFECT; BENEFIT. This Agreement shall inure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors  and assigns.  Nothing in this  Agreement,  expressed or implied,  is
intended  to  confer  on any  person  other  than the  parties  hereto  or their
respective  successors  and  assigns,  any  rights,  remedies,   obligations  or
liabilities under or by reason of this Agreement.
                  8.8  ASSIGNABILITY.  This  Agreement  shall not be assigned by
either of the  parties  hereto  without the prior  written  consent of the other
party; provided,  however, that the Buyer may, without the prior written consent
of the Seller, assign all of its rights hereunder to one or more entities,  100%
of the interests in which are owned directly or indirectly by the Buyer,  except
that no such  assignment  shall be permitted  without the written consent of the
Seller if such  assignment  would subject the FCC  application  to an additional
public notice period under the FCC Rules, and provided that, notwithstanding any
such assignment, the Buyer shall remain liable to perform all of its obligations
hereunder.
                  8.9 AMENDMENT AND MODIFICATION;  WAIVER. Subject to applicable
law,  this  Agreement  may be amended,  modified and  supplemented  by a written
instrument authorized and executed on behalf of the parties at any time prior to
the Closing Date with respect to any of the terms contained herein. No waiver by
any

                                       66
<PAGE>






party of any of the provisions  hereof shall be effective unless  explicitly set
forth in writing and executed by the party so waiving. Except as provided in the
preceding  sentence,  no action  taken  pursuant  to this  Agreement,  including
without  limitation,  any  investigation by or on behalf of any party,  shall be
deemed to constitute a waiver by the party taking such action of compliance with
any representations,  warranties, covenants, or agreements contained herein, and
in any documents  delivered or to be delivered pursuant to this Agreement and in
connection  with the  Closing  hereunder.  The  waiver by any party  hereto of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any other or subsequent breach.
                  8.10 PUBLIC ANNOUNCEMENTS. Unless otherwise required by law or
any  regulation  or rule of any stock  exchange  binding  upon the Seller or the
Buyer,  prior  to the  Closing  no news  release  or other  public  announcement
pertaining to the transactions contemplated by this Agreement will be made by or
on behalf of any party hereto  without the prior  written  approval of the other
party (such  consent not to be  unreasonably  withheld  or  delayed).  Where any
announcement,  communication or circular concerning the transactions referred to
in this  Agreement  is  required by law or any  regulation  or rule of any stock
exchange  it shall  be made by the  relevant  party  after  consultation,  where
reasonably  practicable,  with the  other  party and  taking  into  account  the
reasonable requirements (as to timing, contents and manner of making or despatch
of the announcement, communication or circular) of the other party.

                                       67
<PAGE>






                  8.11 KNOWLEDGE. Whenever this Agreement makes reference to the
knowledge  of (i) the Seller,  such  reference  shall be  construed  to mean the
actual knowledge of Herbert McCord,  Peter Ferrara,  or Michael Weinstein,  (ii)
the Companies or the Subsidiaries, such reference shall be construed to mean the
actual knowledge of the General Manager of the applicable Station or Stations.
                  8.12 NO RECOURSE. No recourse shall be available to the assets
of any  natural  person  that  is a  partner  or an  Affiliate  of  any  partner
(including the general partner of the Seller), or any officer,  director, agent,
employee,  shareholder or partner  thereof for any  obligations of the Seller to
the Buyer pursuant to this Agreement.
                  8.13  SECTION HEADINGS.  The section headings contained
in this Agreement are inserted for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.
                  8.14  COUNTERPARTS.  This  Agreement  may be  executed  in any
number of counterparts, each of which shall be deemed to be an original, and all
of which together shall be deemed to be one and the same instrument.
                  8.15  APPLICABLE  LAW. This Agreement and the legal  relations
between the parties hereto shall be governed by and construed in accordance with
the laws of the State of New York without regard to conflicts of laws principles
thereof.



                                       68
<PAGE>






                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the date first above written.

                                          INFINITY BROADCASTING CORPORATION



                                          By:______________________________
                                          Name:
                                          Title:



                                          GRANUM HOLDINGS L.P.

                                          By:      Radio Associates, L.P.,
                                                   General Partner

                                          By:      KKR Associates, its
                                                   General Partner



                                          By:______________________________
                                          Name:
                                          Title:  General
                                                  Partner




                                       69