ASSET EXCHANGE AGREEMENT

                                  By and Among

                       AMERICAN RADIO SYSTEMS CORPORATION

                      AMERICAN RADIO SYSTEMS LICENSE CORP.

                                       and

                                 CITICASTERS CO.

                                   Dated as of

                                December 23, 1996





<PAGE>



<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


<S>                                                                                                              <C>
ARTICLE 1         DEFINED TERMS...................................................................................2

ARTICLE 2         EXCHANGE OF LICENSES AND STATIONS...............................................................2
         2.1      Agreement to Exchange Licenses and Stations.....................................................2
         2.2      Appraisals; Tax Reporting.......................................................................2
         2.3      Assumption of Liabilities and Obligations. .....................................................3
         2.4      Closing Date....................................................................................6
         2.5      Accounts Receivable.  ..........................................................................6

ARTICLE 3         REPRESENTATIONS AND WARRANTIES OF CITICASTERS.................................................. 7
         3.1      Organization and Business; Power and Authority; Effect  of Transaction..........................8
         3.2      Financial and Other Information.  ............................................................. 8
         3.3      Material Statements and Omissions; Absence of Events............................................9
         3.4      Changes in Condition............................................................................9
         3.5      Title to Properties; Leases.....................................................................9
         3.6      Compliance with Private Authorizations.........................................................10
         3.7      Compliance with Governmental Authorizations and Applicable Law.................................10
         3.8      Intangible Assets..............................................................................11
         3.9      Related Transactions.......................................................................... 11
         3.10     Tax Matters....................................................................................12
         3.11     Employee Benefit Plans; Citicasters Station Employees..........................................12
         3.12     Material Agreements............................................................................13
         3.13     Ordinary Course of Business....................................................................13
         3.14     Broker or Finder...............................................................................14
         3.15     Environmental Matters..........................................................................14
         3.16     Trade or Barter................................................................................15

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF THE AMERICAN.................................................15
         4.1      Organization and Business; Power and Authority; Effect  of Transaction.........................15
         4.2      Financial and Other Information.  .............................................................16
         4.3      Material Statements and Omissions; Absence of Events...........................................16
         4.4      Changes in Condition...........................................................................17
         4.5      Title to Properties; Leases....................................................................17
         4.6      Compliance with Private Authorizations.........................................................18
         4.7      Compliance with Governmental Authorizations and Applicable Law.................................19
         4.8      Intangible Assets..............................................................................20
         4.9      Related Transactions...........................................................................20
         4.10     Tax Matters....................................................................................21
         4.11     Employee Benefit Plans; American Station Employees.............................................21
         4.12     Material Agreements............................................................................22
         4.13     Ordinary Course of Business....................................................................22
         4.14     Broker or Finder...............................................................................23
         4.15     Environmental Matters..........................................................................23
         4.16     Trade or Barter................................................................................24



<PAGE>



ARTICLE 5         COVENANTS......................................................................................24
         5.1      Access to Information; Confidentiality.........................................................24
         5.2      Agreement to Cooperate.........................................................................25
         5.3      Public Announcements...........................................................................30
         5.4      Notification of Certain Matters................................................................30
         5.5      No Solicitation................................................................................30
         5.6      Conduct of Business by Citicasters Pending the Closing.........................................30
         5.7      Conduct of Business by American Pending the Closing............................................32
         5.8      Risk of Loss...................................................................................33

ARTICLE 6         CLOSING CONDITIONS.............................................................................34
         6.1      Conditions to Obligations of Each Party to Effect the Exchange.................................34
         6.2      Conditions to Obligations of the American Parties..............................................35
         6.3      Conditions to Obligations of Citicasters.......................................................37

ARTICLE 7         TERMINATION, AMENDMENT AND WAIVER..............................................................38
         7.1      Termination....................................................................................38
         7.2      Effect of Termination..........................................................................39

ARTICLE 8         INDEMNIFICATION................................................................................40
         8.1      Survival. .....................................................................................40
         8.2      Indemnification................................................................................40
         8.3      Limitation of Liability........................................................................41
         8.4      Notice of Claims...............................................................................41
         8.5      Defense of Third Party Claims..................................................................41
         8.6      Exclusive Remedy...............................................................................42

ARTICLE 9         GENERAL PROVISIONS.............................................................................42
         9.1      Amendment......................................................................................42
         9.2      Waiver.........................................................................................42
         9.3      Fees, Expenses and Other Payments..............................................................42
         9.4      Notices........................................................................................42
         9.5      Specific Performance; Other Rights and Remedies................................................43
         9.6      Severability...................................................................................44
         9.7      Counterparts...................................................................................44
         9.8      Section Headings...............................................................................44
         9.9      Governing Law..................................................................................44
         9.10     Further Acts...................................................................................44
         9.11     Entire Agreement...............................................................................45
         9.12     Assignment.....................................................................................45
         9.13     Parties in Interest............................................................................45
         9.14     Mutual Drafting................................................................................45
         9.15     American Agent for American License............................................................45
</TABLE>

APPENDIX A:                         Definitions

                                      -ii-

<PAGE>







                            ASSET EXCHANGE AGREEMENT

         This  ASSET  EXCHANGE  AGREEMENT  (this  "Agreement")  is  dated  as of
December 23, 1996, by and among American Radio Systems  Corporation,  a Delaware
corporation  ("American"),  American  Radio  Systems  License  Corp,  a Delaware
corporation  ("American License" and, collectively with American,  the "American
Parties") and Citicasters Co., an Ohio corporation ("Citicasters").

         WHEREAS,  Citicasters  is the  licensee of and operates  radio  station
WKRQ(FM),  Cincinnati,  Ohio (the  "Citicasters  Station")  pursuant to licenses
issued by the FCC (the "Citicasters FCC Licenses");

         WHEREAS, upon the consummation of the transactions  contemplated by the
Asset  Purchase  Agreement (the "Lincoln  Agreement"),  dated as of February 23,
1996, as heretofore  amended,  by and between American and The Lincoln Group, L.
P.  ("Lincoln"),  American  and  American  License,  respectively,  will own and
operate,  and become the  licensee  of, radio  stations  WVOR(FM),  WHAM(AM) and
WHTK(AM),  Rochester  New York (the  "American  Stations")  pursuant to licenses
issued by the FCC (the "American FCC Licenses");

         WHEREAS,  American has consented to the entry of a Final  Judgment with
the United States Department of Justice, dated October 24, 1996, with respect to
the disposition of the American  Stations (the "American Consent Decree") and an
Affiliate of Citicasters has consented to the entry of a Final Judgment with the
United States  Department of Justice,  dated September 11, 1996, with respect to
the disposition of the Citicasters Station (the "Citicasters Consent Decree");

         WHEREAS,  American  License  and  Citicasters  desire to  exchange  the
American  FCC  Licenses  for the  Citicasters  FCC  Licenses  and  American  and
Citicasters  desire to exchange the American Assets (other than the American FCC
Licenses) for the  Citicasters  Assets (other than the Citicasters FCC Licenses)
on  the  terms  and  conditions   hereinafter  set  forth   (collectively,   the
"Exchange"); and

         WHEREAS,  the  parties  hereto  intend  the  Exchange  to  qualify as a
Like-Kind Exchange;

         NOW,  THEREFORE,  in  consideration  of  the  above  premises  and  the
covenants and agreements contained herein,  American and Citicasters,  intending
to be legally bound, do hereby covenant and agree as follows:






<PAGE>



                                    ARTICLE 1

                                  DEFINED TERMS

         As used  herein,  the  terms  defined  in  Appendix  A shall  have  the
respective meanings set forth therein.  Terms defined in the singular shall have
a comparable  meaning when used in the plural, and vice versa, and the reference
to any gender shall be deemed to include all genders.  Unless otherwise  defined
or the context otherwise clearly requires, terms for which meanings are provided
in this  Agreement  shall  have such  meanings  when  used in either  Disclosure
Schedule  and each  Collateral  Document  executed  or  required  to be executed
pursuant hereto or thereto or otherwise  delivered,  from time to time, pursuant
hereto or  thereto.  References  to  "hereof",  "herein"  or  similar  terms are
intended to refer to this Agreement as a whole and not a particular section, and
references to "this Section" are intended to refer to the entire section and not
a  particular  subsection  thereof.  The  term  "either  party"  shall  refer to
Citicasters and the American Parties.


                                    ARTICLE 2

                        EXCHANGE OF LICENSES AND STATIONS

         2.1 Agreement to Exchange  Licenses and Stations.  Subject to the terms
and  conditions set forth in this  Agreement,  Citicasters  and American  hereby
agree to exchange,  transfer and deliver to each other,  as  applicable,  on the
Closing Date, the Citicasters  Assets (other than the Citicasters  Licenses) and
the American  Assets  (other than the American  Licenses)  and  Citicasters  and
American  License hereby agree to exchange,  transfer and deliver to each other,
as applicable,  the Citicasters  FCC Licenses and the American FCC Licenses,  in
each case, free and clear of any Liens of any nature whatsoever except Permitted
Liens, on the terms and conditions of this Agreement.

         2.2      Appraisals; Tax Reporting.

         (a) Citicasters  and American and American  License agree that the fair
market value of each asset included in the  Citicasters  Assets and the American
Assets will be determined  on the basis of the  appraisals  (the  "Appraisals"),
prepared by the firm of Bond & Pecaro,  whose fee and expenses  shall be equally
borne by  Citicasters  and  American.  The parties shall direct Bond & Pecaro to
deliver  Appraisals within sixty (60) days from the date hereof and to set forth
in  the  Appraisals  the  fair  market  value  of  each  asset  included  in the
Citicasters Assets and the American Assets.

         (b) Promptly after delivery of the  Appraisals,  and in any event prior
to the Closing  Date,  the parties  shall  prepare and agree upon the  appraised
value of each asset included in the  Citicasters  Assets and the American Assets
(which  values  shall be based upon the  Appraisals)  and shall set forth  those
values on a schedule (the "Valuation Schedule").  The parties shall not take any
position  inconsistent  with the valuations set forth on the Valuation  Schedule
and will prepare and file all Tax Returns and reports  related to the  Exchange,
including  without  limitation those required under Section 1060 of the Code and
all original and amended federal, state and local income Tax Returns, on a basis
consistent with such valuations.  Each asset included in the Citicasters  Assets
and each

                                       -2-


<PAGE>



asset  included in the  American  Assets  shall be set forth in the  appropriate
"exchange  group" and "residual  group" (each within the meaning of Treas.  Reg.
section 1.1031(j)-1) on the basis set forth in the Valuation Schedule.

         (c) Each of Citicasters and American intend to report the  transactions
contemplated hereby as a "like-kind  exchange" to the maximum extent permissible
under Section 1031 of the Code, consistent with the Appraisals and the Valuation
Schedule. Each of Citicasters and American shall cooperate with the other in any
and all  respects  necessary  to achieve  like-kind  exchange  treatment  to the
maximum extent  permissible under Section 1031 of the Code and shall endeavor to
give the other notice of any  disallowance  of or challenge to such reporting by
any Taxing Authority;  provided,  however,  that the failure to give such notice
shall not  result in any  liability  of the party  failing  to give the  notice.
Without  limiting the  generality of the  foregoing,  in order to effectuate the
transactions  contemplated  hereby as a like-kind exchange to the maximum extent
possible under Section 1031 of the Code, Citicasters may at any time at or prior
to Closing  assign its rights,  in whole or in part,  under this  Agreement (but
such assignment shall not relieve it of its obligations under this Agreement) to
a "qualified  intermediary"  (as defined in Treas.  Reg.  ss.1.1031(k)-1(g)(4)),
subject  to all rights  and  obligations  hereunder  of  American  and (B) shall
promptly  provide  written  notice of such  assignment  to American and American
License.  If  Citicasters  shall  have  given  notice  of such  assignment  to a
qualified intermediary, American and American License shall (i) promptly provide
Citicasters with written  acknowledgment of such notice and (ii) at the Closing,
convey  the  American  Assets  (or  such  portion  of them as  shall  have  been
designated in writing by  Citicasters)  to the "qualified  intermediary"  rather
than to  Citicasters  (which  conveyance  shall,  to such extent,  discharge the
obligation of American and American  License to deliver the American  Assets and
the American Stations hereunder).

         (d)  Notwithstanding the provisions of this Section 2.2, the parties to
this  Agreement  will rely solely on their own advisors in  determining  the tax
consequences of the  transactions  contemplated by this Agreement and each party
is not relying,  and will not rely, on any  representations or assurances of any
other  party  regarding  such  consequences  other  than  the   representations,
warranties,  covenants and  agreements set forth in writing in this Agreement or
furnished  pursuant to the provisions hereof.  Notwithstanding  anything in this
Agreement  to the  contrary,  the  obligations  of the parties set forth in this
Section 2.2 shall survive the Closing.

         2.3      Assumption of Liabilities and Obligations.

         (a) The  American  Parties  agree to assume the  Citicasters  Assumable
Agreements at the Closing or, to the extent provided in the Citicasters  Station
TBA,  upon the TBA Date of the  Citicasters  Station  TBA.  Except as  expressly
provided in this Agreement,  including without  limitation Section 2.3(d), or in
the  Citicasters  Station TBA, the American  Parties  shall not assume or become
obligated  to perform  any debt,  liability  or  obligation  of  Citicasters  or
relating to the ownership or operation of the Citicasters  Assets or the conduct
of the  business of the  Citicasters  Station  prior to the Closing  whatsoever,
other  than  to the  extent  set  forth  in the  assumption  of the  Citicasters
Assumable  Agreements.  The parties acknowledge and agree that the assumption of
the  Citicasters  Assumable  Agreements  shall not,  except to the extent of any
proration pursuant to the provisions of Section 2.3(d), entail the assumption by
the American  Parties of any obligation or liability of Citicasters with respect
to (i) any obligations or liabilities under the Citicasters

                                       -3-


<PAGE>



Assumable  Agreements relating to the period prior to the Cut-off Date; (ii) any
Claims to which Citicasters is a party or to which any of the Citicasters Assets
or the Citicasters  Station is subject relating to the ownership or operation of
the Citicasters Assets or the conduct of the business of the Citicasters Station
prior to the Closing (other than as provided in the Citicasters Station TBA); or
(iii) any liability for any Taxes  attributable to the ownership or operation of
the  Citicasters  Assets or the  Citicasters  Station on or prior to the Closing
Date.  All  such  obligations  and  liabilities  (the  "Citicasters   Nonassumed
Liabilities")  shall remain and be the  obligations  and  liabilities  solely of
Citicasters.

         (b) Citicasters agrees to assume the American  Assumable  Agreements at
the Closing or, to the extent provided in the American Station TBA, upon the TBA
Date  of the  American  Stations  TBA.  Except  as  expressly  provided  in this
Agreement,  including  without  limitation  Section  2.3(e),  or in the American
Stations TBA,  Citicasters  shall not assume or become  obligated to perform any
debt,  liability  or  obligation  of either  American  Party or  relating to the
ownership or operation of the American  Assets or the conduct of the business of
the American Stations prior to the Closing whatsoever,  other than to the extent
set forth in the assumption of the American  Assumable  Agreements.  The parties
acknowledge and agree that the assumption of the American  Assumable  Agreements
shall not,  except to the extent of any proration  pursuant to the provisions of
Section  2.3(e),  entail the  assumption  by  Citicasters  of any  obligation or
liability  of either  American  Party  with  respect to (i) any  obligations  or
liabilities under the American Assumable Agreements relating to the period prior
to the Cut-off Date;  (ii) any Claims to which either  American Party is a party
or to which  any of the  American  Assets  or any of the  American  Stations  is
subject  relating to the  ownership or  operation of the American  Assets or the
conduct of the business of the  American  Stations  prior to the Closing  (other
than as provided in the American  Stations  TBA); or (iii) any liability for any
Taxes  attributable  to the ownership or operation of the American Assets or the
American  Stations on or prior to the Closing  Date.  All such  obligations  and
liabilities  (the  "American  Nonassumed  Liabilities")  shall remain and be the
obligations and liabilities solely of the American Parties.

         (c)  Notwithstanding  anything  contained  in  this  Agreement  to  the
contrary and except as otherwise provided in the Citicasters  Station TBA or the
American  Stations  TBA,  as the case may be,  all items of income  and  expense
(including without limitation with respect to rent, utilities, Pro Ratable Taxes
and wages,  salaries and accrued but unused vacation for employees) arising from
the conduct of the business of the  Citicasters  Station and  American  Stations
shall be prorated  between  American and  Citicasters as of 12:01 a.m.,  Eastern
time, on the Cut-Off Date, with the transferring  party responsible for any such
items prior to the Cut-off Date and the  transferee  party  responsible  for any
such items subsequent to the Cut-off Date.

         (d) Within  sixty  (60) days after the  Cut-Off  Date,  American  shall
deliver to Citicasters a schedule of its proposed prorations with respect to the
American  Assets and the American  Stations  which shall set forth in reasonable
detail  the basis for those  determinations,  and which  shall  account  for any
amount owed by American to  Citicasters  pursuant to the  provisions  of Section
2.3(g) (the "Rochester  Proration  Schedule").  The Rochester Proration Schedule
shall be conclusive and binding upon  Citicasters  unless  Citicasters  provides
American with written notice of objection (the "Notice of Disagreement")  within
thirty (30) days after Citicasters' receipt of the Rochester Proration Schedule,
which  notice  shall  state  the  prorations   proposed  by   Citicasters   (the
"Citicasters Proration

                                       -4-


<PAGE>



Schedule").  American  shall have  fifteen (15) days from receipt of a Notice of
Disagreement to accept or reject the Citicasters Proration Schedule. If American
rejects the Citicasters  Proration  Schedule,  and the amount in dispute exceeds
Five Thousand Dollars  ($5,000),  the dispute shall be submitted within ten (10)
days of such rejection to the Chicago, Illinois office of Arthur Andersen & Co.,
LLP (the  "Referee") for  resolution,  such  resolution to be made within thirty
(30) days  after  submission  to the  Referee  and to be final,  conclusive  and
binding on American and  Citicasters.  American and  Citicasters  agree to share
equally the cost and expenses of the Referee,  but each party shall bear its own
legal and other  expenses,  if any. If the amount in dispute is equal to or less
than Five  Thousand  Dollars  ($5,000),  such  amount  shall be divided  equally
between  Citicasters  and American.  Payment by Citicasters or American,  as the
case may be, of the proration amounts determined pursuant to this Section 2.3(d)
shall be due  fifteen  (15)  days  after  the last to occur of (i)  Citicasters'
acceptance  of the  Rochester  Proration  Schedule or failure to give American a
timely Notice of  Disagreement;  (ii)  American's  acceptance of the Citicasters
Proration  Schedule  or  failure to reject the  Citicasters  Proration  Schedule
within  fifteen (15) days of receipt of a timely Notice of  Disagreement;  (iii)
American's  rejection  of the  Citicasters  Proration  Schedule in the event the
amount in dispute  equals or is less than Five Thousand  Dollars  ($5,000);  and
(iv) notice to American and Citicasters of the resolution of the disputed amount
by the  Referee in the event that the amount in dispute  exceeds  Five  Thousand
Dollars ($5,000).

         (e) Within sixty (60) days after the Cut-Off  Date,  Citicasters  shall
deliver to American a schedule of its  proposed  prorations  with respect to the
Citicasters  Assets  and the  Citicasters  Station  which  shall  set  forth  in
reasonable  detail the basis for those  determinations,  and which shall account
for any amount owed by  Citicasters  to American  pursuant to the  provisions of
Section 2.3(g) (the "Cincinnati Proration  Schedule").  The Cincinnati Proration
Schedule shall be conclusive and binding upon American unless American  provides
Citicasters  with a  Notice  of  Disagreement  within  thirty  (30)  days  after
American's  receipt of the  Cincinnati  Proration  Schedule,  which notice shall
state the prorations proposed by American (the "American  Proration  Schedule").
Citicasters   shall  have  fifteen  (15)  days  from  receipt  of  a  Notice  of
Disagreement to accept or reject the American Proration Schedule. If Citicasters
rejects the American  Proration  Schedule and the amount in dispute exceeds Five
Thousand Dollars  ($5,000),  the dispute shall be submitted within ten (10) days
of such  rejection to the Referee for  resolution,  such  resolution  to be made
within  thirty  (30)  days  after  submission  to the  Referee  and to be final,
conclusive and binding on  Citicasters  and American.  American and  Citicasters
agree to share  equally  the cost and  expenses of the  Referee,  but each party
shall bear its own legal and other expenses, if any. If the amount in dispute is
equal to or less than Five  Thousand  Dollars  ($5,000),  such  amount  shall be
divided  equally  between  American  and  Citicasters.  Payment by  American  or
Citicasters, as the case may be, of the proration amounts determined pursuant to
this  Section  2.3(e)  shall be due fifteen (15) days after the last to occur of
(i)  American's  acceptance of the Cincinnati  Proration  Schedule or failure to
give Citicasters a timely Notice of Disagreement;  (ii) Citicasters'  acceptance
of the American  Proration  Schedule or failure to reject the American Proration
Schedule within fifteen (15) days of receipt of a timely Notice of Disagreement;
(iii) Citicasters' rejection of the American Proration Schedule in the event the
amount in dispute  equals or is less than Five Thousand  Dollars  ($5,000);  and
(iv) notice to Citicasters and American of the resolution of the disputed amount
by the  Referee in the event that the amount in dispute  exceeds  Five  Thousand
Dollars ($5,000).


                                       -5-


<PAGE>



         (f) Any payment  required by American to  Citicasters or by Citicasters
to American, as the case may be, under Section 2.3(d) or 2.3(e) shall be paid by
wire transfer of immediately  available funds to the account of the payee with a
financial  institution  in the United  States as designated by such party in the
Cincinnati  Proration Schedule or the Rochester Proration Schedule,  as the case
may be, or the  Notice of  Disagreement  (or by  separate  notice in the event a
Notice of Disagreement is not sent). If either American or Citicasters  fails to
pay when due any amount under Section 2.3(d) or 2.3(e),  interest on such amount
will accrue from the date  payment was due to the date such payment is made at a
per annum rate equal to the "prime rate" as  published  daily in the Money Rates
column of the Wall Street Journal (or the average of such rates if more than one
rate  indicated)  plus two percent (2%), and such interest shall be payable upon
demand.

         (g) With  respect to Trade  Agreements  the  assigning  party  shall be
required to pay to the party  assuming the same an amount,  if any, by which the
aggregate  obligations and liabilities  (determined in accordance with GAAP) for
unperformed  air time under all such Trade  Agreements  as of 12:01 a.m.  on the
applicable  Cut-off  Date  exceeds  by  $20,000,  the fair  market  value of the
services or property  (determined in accordance with GAAP) to be received by the
assuming  party under such Trade  Agreements  after 12:01 a.m. on the applicable
Cut-off Date under all such Trade Agreements. There shall be no payment required
by  the  assuming  party  to the  assigning  party  with  respect  to the  Trade
Agreements,  notwithstanding  that the excess,  if any, of the  obligations  and
liabilities  under  the  Trade  Agreements  over  the fair  market  value of the
services and  property to be received  under such Trade  Agreements  after 12:01
a.m. on the  applicable  Cut-off  Date is less than the amount  specified in the
first sentence of this paragraph.

         (h)  Nothing  contained  in this  Section  2.3 is  intended or shall be
deemed to amend or modify  the  indemnification  provisions  of Article 8 nor to
reallocate responsibility for the matters set forth therein.

         2.4 Closing  Date.  The closing of the Exchange (the  "Closing")  shall
take place at a mutually  convenient  location to be agreed upon by the parties,
at 10:00 a.m., local time,  within ten (10) business days after the satisfaction
or waiver of each of the conditions  specified in Article 6 (other than those to
be satisfied at the Closing) or such other date, prior to the Termination  Date,
as the parties may agree (the "Closing Date").  At the Closing,  (a) each of the
parties shall deliver such deeds (in  recordable  form and  warrantying  against
matters not covered by title  insurance other than Permitted Liens and Permitted
Title Exceptions),  bills of sale,  assignments,  assumptions of liabilities and
other  instruments and documents as are described in this Agreement or as may be
otherwise  reasonably  requested by the parties and their respective counsel and
the legal opinions  described in Sections 6.2(b) and 6.3(b),  and (b) as part of
the American Assets,  American shall pay to Citicasters  Sixteen Million Dollars
($16,000,000) by wire transfer of immediately available funds to such account as
is designated by Citicasters in written  instructions to American not later than
two (2) business days prior to the Closing.

         2.5  Accounts  Receivable.  Effective,  if at all,  upon the earlier to
occur of Closing or the commencement of the effectiveness of the applicable TBA,
Citicasters  hereby  appoints  American its agent and American  hereby  appoints
Citicasters  its agent for the purpose of  collecting  all  Accounts  Receivable
relating to the  Citicasters  Station and the American  Stations,  respectively.
Each party  shall  deliver to the other on or as soon as  practicable  after the
earlier to occur of the

                                       -6-


<PAGE>



applicable TBA Date or the Closing Date (but, in any event, within ten (10) days
after such earlier  date) a complete and  detailed  statement  showing the name,
amount  and age of each  Account  Receivable  of its  Stations.  Subject  to and
limited  by  the  following,  revenues  relating  to  the  Citicasters  Accounts
Receivable  and the  American  Accounts  Receivable  will be for the  account of
Citicasters and American, respectively. Each agent shall use the same collection
procedures as it uses with respect to its own accounts receivable to collect the
Accounts  Receivable with respect to which it is acting as agent for a period of
ninety (90) days after the applicable  Cut-off Date (the  "Collection  Period").
Any  payment  received by either  party  during the  Collection  Period from any
customer with an account which is an Account Receivable with respect to which it
is  acting  as agent  shall  first  be  applied  in  reduction  of such  Account
Receivable,  unless the  customer  indicates  otherwise  in writing.  During the
Collection  Period,  each agent shall  furnish the other with a list of, and pay
over to the other, the amounts collected with respect to the Accounts Receivable
with  respect to which it is acting as agent  within five (5) days after the end
of each month during the Collection  Period.  Each agent shall provide the other
with a final  accounting on or before the fifteenth (15th) day following the end
of the  Collection  Period.  Upon the request of either  agent at and after such
time,  the  parties  shall  meet to  mutually  and in  good  faith  analyze  any
uncollected  Accounts  Receivable to determine if the same, in their  reasonable
business judgment,  are deemed to be collectable and if the party which acted as
agent with respect  thereto  desires to retain such  Accounts  Receivable in the
interest of maintaining an  advertising  relationship.  As to each such Accounts
Receivable,  the parties  shall in good faith  attempt to negotiate the value of
such Accounts  Receivable,  which the purchasing party shall pay to the other if
the purchasing  party, in its sole  discretion,  chooses to retain such Accounts
Receivable.  Each party shall  retain the right to collect  any of its  Accounts
Receivable  as to which the  parties  are unable to reach  agreement  as to such
value,  and each party  agrees to turn over to the other any  payments  received
against any such  Accounts  Receivable.  Neither agent shall be obligated to use
any extraordinary  efforts to collect any of the Accounts Receivable assigned to
it for  collection  hereunder or to refer any of such  Accounts  Receivable to a
collection  agency or to any attorney for  collection,  and neither  party shall
make any such  referral  or  compromise,  nor settle or adjust the amount of any
such Accounts  Receivable,  except with the approval of the other party. Neither
agent shall incur any liability to any other party for any uncollected  Accounts
Receivable  unless such agent shall have engaged in willful  misconduct or gross
negligence  in the  performance  of its  obligations  set forth in this Section.
During and after the  Collection  Period,  without  specific  agreement with the
agent with respect  thereto to the contrary,  none of the assigning  parties nor
its agents shall make any direct  solicitation  of the Accounts  Receivable  for
collection  purposes,  except for Accounts  Receivable retained by the assigning
party after the Collection Period.



                                    ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF CITICASTERS

         Citicasters  hereby  represents  and  warrants to American and American
License as follows:


                                       -7-


<PAGE>



         3.1  Organization  and  Business;   Power  and  Authority;   Effect  of
Transaction.

         (a) Each of  Citicasters  and Jacor is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
organization,  has all  requisite  corporate  power and authority to own or hold
under lease its properties and to conduct its business as now conducted.

         (b) Each of Citicasters and Jacor has all requisite corporate power and
authority  necessary  to enable it to execute  and  deliver,  and to perform its
obligations  under,  this Agreement and/or each Collateral  Document executed or
required to be executed by it pursuant  hereto or thereto or to  consummate  the
Exchange and the other Transactions; and the execution, delivery and performance
of this  Agreement  and each  Collateral  Document  executed  or  required to be
executed  pursuant  hereto or thereto have been duly authorized by all requisite
corporate or other action on the part of Citicasters  or Jacor,  as the case may
be. This  Agreement  has been duly  executed and  delivered by  Citicasters  and
constitutes,  and each Collateral  Document  executed or required to be executed
pursuant  hereto  or  thereto  or to  consummate  the  Exchange  and  the  other
Transactions   when  executed  and  delivered  by   Citicasters  or  Jacor  will
constitute, legal, valid and binding obligations of Citicasters or Jacor, as the
case may be,  enforceable in accordance with their respective  terms,  except as
such  enforceability  may be limited by bankruptcy,  moratorium,  insolvency and
similar laws affecting the rights and remedies of creditors and the  obligations
of debtors generally and by general principles of equity.

         (c) Except as set forth in Section 3.1(c) of the Citicasters Disclosure
Schedule, neither the execution and delivery by Citicasters of this Agreement or
any  Collateral  Document  executed  or  required  to be executed by it or Jacor
pursuant hereto or thereto,  nor the consummation by Citicasters of the Exchange
and the other  Transactions,  nor  compliance  with the  terms,  conditions  and
provisions hereof or thereof by Citicasters or Jacor:

                  (i) will conflict with, or result in a breach or violation of,
         or constitute a default under,  any Organic  Document of Citicasters or
         Jacor or any Applicable  Law on the part of  Citicasters or Jacor,  or,
         subject to obtaining  any required  consents,  will  conflict  with, or
         result in a breach or violation of, or constitute a default  under,  or
         permit the  acceleration  of any obligation or liability in, or but for
         any  requirement  of giving of notice or  passage of time or both would
         constitute  such a conflict  with,  breach or violation  of, or default
         under, or permit any such  acceleration  in, any  Citicasters  Material
         Agreement; or

                  (ii) will require  Citicasters  or Jacor to make or obtain any
         Governmental    Authorization,    Governmental    Filing   or   Private
         Authorization, except for the FCC Consents, filings, if required, under
         the  Hart-Scott-Rodino Act and Private  Authorizations,  the failure of
         which to be obtained or maintained  would not,  individually  or in the
         aggregate, have an adverse effect on Citicasters.

         (d)  Citicasters  does not have any direct or indirect  Subsidiaries or
other  Affiliates  which own or have any interest in the Citicasters  Station or
any of the Citicasters Assets.

         3.2      Financial and Other Information.


                                       -8-


<PAGE>



         (a)  Citicasters  has  heretofore  furnished to American  copies of the
unaudited  financial  statements of the  Citicasters  Station for the year ended
December 31, 1995 and the nine months ended September 30, 1996 (the "Citicasters
Financial Statements").  The Citicasters Financial Statements have been prepared
on a consistent basis throughout the periods covered thereby, and fairly present
the financial condition,  results of operations and cash flow of the Citicasters
Station,  as of the  respective  dates  thereof and for the  respective  periods
covered thereby.

         (b) Except solely for the  obligations and liabilities to be assumed by
the American Parties  pursuant to the Citicasters  Assumable  Agreements,  there
will, at the time of Closing,  be no  obligations  or liabilities of any nature,
whether accrued, absolute, contingent or otherwise, relating to Citicasters, the
Citicasters  Assets or the Citicasters  Station which could,  after the Closing,
result in any form of transferee  liability  against  either  American  Party or
subject any of the Citicasters Assets or the Citicasters  Station to any Lien or
otherwise affect the full, free and  unencumbered use of the Citicasters  Assets
and the  ownership  and  operation  of the  Citicasters  Station by the American
Parties.

         3.3  Material   Statements  and  Omissions;   Absence  of  Events.   No
representation or warranty made by Citicasters contained in this Agreement,  the
Citicasters Disclosure Schedule or any certificate, document or other instrument
furnished or to be furnished by Citicasters  pursuant to the  provisions  hereof
contains or will  contain any untrue  statement  of a material  fact or omits or
will omit to state any material fact  required to make any  statement  contained
herein or therein not  misleading.  Citicasters is not aware of any impending or
contemplated  Event that would cause any of the  representations  and warranties
made by it in this  Article not to be true,  correct and complete on the date of
such Event as if made on that date.

         3.4 Changes in  Condition.  Since  September  30,  1996,  except to the
extent  specifically  described  in Section  3.4 of the  Citicasters  Disclosure
Schedule,  there has been no  adverse  change in the  Citicasters  Assets or the
Citicasters  Station.  There is no Event known to  Citicasters  which  adversely
affects,  or (so far as  Citicasters  can now  reasonably  foresee) is likely to
adversely affect, the Citicasters Assets or the Citicasters Station,  except (a)
to  the  extent  specifically  described  in  Section  3.4  of  the  Citicasters
Disclosure  Schedule and (b) for general  business and economic  conditions  and
matters affecting the radio broadcasting industry generally.

         3.5      Title to Properties; Leases.

         (a)  Citicasters  does not own any Real  Property  which is part of the
Citicasters Assets or used in the operations of the Citicasters  Station,  other
than the Real Property that will be leased by Citicasters  to American  pursuant
to the Studio  Lease and the Tower  Lease  (the  "Citicasters  Real  Property").
Citicasters  has good and marketable  title in fee simple to the Citicaster Real
Property.

         (b) Section 3.5(b) of the Citicasters  Disclosure  Schedule  contains a
true,  accurate and complete  description  of all material  items of Citicasters
Personal  Property.  Citicasters owns and has good and merchantable title to all
of the Citicasters  Personal Property,  free and clear of all Liens,  except (i)
Permitted  Liens and (ii) Liens set forth on Section  3.5(b) of the  Citicasters
Disclosure Schedule (which Liens shall be released prior to Closing).  Except as
set forth in Section 3.5(b) of the Citicasters  Disclosure Schedule,  all of the
Citicasters Personal Property is in a state of good

                                       -9-


<PAGE>



repair and maintenance and is in good operating condition,  normal wear and tear
excepted,  has been maintained in a manner  consistent  with generally  accepted
standards of good  engineering  practice and currently  permits the  Citicasters
Station  to be  operated  in  accordance  with the terms and  conditions  of the
Citicasters FCC Licenses and all Applicable Laws.

         3.6  Compliance  with  Private  Authorizations.   Section  3.6  of  the
Citicasters  Disclosure  Schedule sets forth a true,  accurate and complete list
and description of each Citicasters Private Authorization which, individually or
when  taken  together  with  other  substantially  similar  Citicasters  Private
Authorizations,  is  material  to the  Citicasters  Assets  or  the  Citicasters
Station, all of which are in full force and effect. Citicasters is not in breach
or violation of, or in default in the performance, observance or fulfillment of,
any  Citicasters  Private  Authorization,  and no Event exists or has  occurred,
which constitutes,  or but for any requirement of giving of notice or passage of
time or both would constitute,  such a breach,  violation or default,  under any
Citicasters Private Authorization, except for as set forth in Section 3.6 of the
Citicasters Disclosure Schedule. No such Private Authorization is the subject of
any pending or, to  Citicasters'  knowledge,  threatened  attack,  revocation or
termination.

         3.7 Compliance with Governmental Authorizations and Applicable Law.

         (a) Section 3.7(a) of the Citicasters  Disclosure  Schedule  contains a
description of:

                  (i)  all  Claims  pending  or,  to   Citicasters'   knowledge,
         threatened against Citicasters with respect to the business,  operation
         or  ownership  of any  of the  Citicasters  Assets  or the  Citicasters
         Station, including without limitation all Claims which, individually or
         in the aggregate,  are reasonably likely to result in the revocation or
         termination of any of the Citicasters FCC Licenses or the imposition of
         any  restriction  of  such a  nature  as  would  adversely  affect  the
         ownership or operations of the Citicasters Station; in particular,  but
         without  limiting the generality of the foregoing,  there are no Claims
         pending or, to  Citicasters'  knowledge,  threatened (x) before the FCC
         relating to the business or operations of the Citicasters Station other
         than Claims which affect the radio broadcasting industry generally,  or
         (y) before any Authority involving charges of illegal discrimination by
         the Citicasters Station under any federal or state employment Laws; and

                  (ii)  each  Governmental   Authorization   (including  without
         limitation all FCC Licenses)  required under Applicable Laws to own and
         operate the Citicasters  Station, as currently conducted or proposed to
         be conducted on or prior to the Closing Date,  all of which are in full
         force and effect (the "Citicasters Governmental Authorizations").

Attached to the Citicasters  Disclosure  Schedule are true, correct and complete
copies  of  the  Citicasters  Governmental   Authorizations  (including  without
limitation any and all amendments and other modifications thereto).

         (b)  Citicasters  is the  authorized  legal  holder of the FCC Licenses
listed in Section 3.7(a) of the Citicasters  Disclosure Schedule,  none of which
is subject to any  restriction or condition which would limit in any respect the
operations of the Citicasters  Station as currently  conducted.  The Citicasters
FCC  Licenses are valid and in good  standing,  are in full force and effect and
are not

                                      -10-


<PAGE>



impaired in any respect by any act or omission of  Citicasters  or its officers,
directors,  employees  or  agents.  The  Citicasters  Station  is  operating  in
accordance  with the  Citicasters  FCC  Licenses,  all  underlying  construction
permits and the FCA.  Except as disclosed in Section  3.7(b) of the  Citicasters
Disclosure  Schedule,  no  application,  action or proceeding is pending for the
renewal or  modification  of any  Citicasters  FCC Licenses and, to Citicasters'
knowledge,  there is not as of the date of this Agreement  issued or outstanding
any  investigation or complaint  against  Citicasters at the FCC relating to the
Citicasters  Station.  Except as disclosed in Section 3.7(b) of the  Citicasters
Disclosure  Schedule,  as of the date of this Agreement,  there is no proceeding
pending at, or  outstanding  notice of violation  from,  the FCC relating to the
Citicasters Station. All fees payable to Authorities pursuant to the Citicasters
FCC Licenses,  including FCC annual regulatory fees, have been paid and no event
has occurred which,  individually or in the aggregate, and without the giving of
notice or the lapse of time or both,  would  constitute  grounds for  revocation
thereof or would have an adverse effect on Citicasters.  Except (i) as set forth
in  Section  3.7(b) of the  Citicasters  Disclosure  Schedule  and (ii) for such
reports,  forms  and  statements  the  failure  of  which  to  file  would  not,
individually  or in the  aggregate,  have an adverse  effect on the  Citicasters
Station,  all reports,  forms and statements required to be filed by Citicasters
with the FCC with  respect to the  Citicasters  Station  have been filed and are
true, complete and accurate in all respects.  To Citicasters'  knowledge,  under
the FCA,  there are no facts that would  disqualify it as the  transferee of the
control of the American Stations.

         The Citicasters  Governmental  Authorizations comprise all Governmental
Authorizations  which are necessary for the lawful ownership or operation of the
Citicasters  Assets or the lawful  conduct of the  business  of the  Citicasters
Station as now conducted, except for Governmental Authorizations, the failure of
which to obtain and maintain, would not, individually or in the aggregate,  have
any  adverse  effect  on the  Citicasters  Assets  or  Citicasters  Station.  No
Citicasters  Governmental  Authorization  is the  subject of any  pending or, to
Citicasters'  knowledge,   threatened  challenge  or  proceeding  to  revoke  or
terminate any Citicasters Governmental Authorization. To Citicasters' knowledge,
except as set forth in Section 3.7(b) of the  Citicasters  Disclosure  Schedule,
Citicasters  has no reason to believe that,  except for the  consummation of the
Exchange, any Citicasters Governmental Authorization would not be renewed in the
name of Citicasters by the granting Authority in the ordinary course.

         3.8  Intangible  Assets.  Section  3.8  of the  Citicasters  Disclosure
Schedule sets forth a true,  accurate and complete  description  of all material
Intangible  Assets  held or used by  Citicasters  (other  than  the  Citicasters
Governmental Authorizations and the Citicasters Private Authorizations) relating
to the ownership and operation of the  Citicasters  Assets or the conduct of the
business of the  Citicasters  Station  (the  "Citicasters  Intangible  Assets"),
including without limitation the nature of Citicasters' interest in each and the
extent to which the same have been duly  registered  in the offices as indicated
therein.  Citicasters  owns or possesses  or otherwise  has the right to use the
Citicasters Intangible Assets.

         3.9 Related Transactions.  Citicasters is not a party or subject to any
Contractual   Obligation   relating  to  the  ownership  and  operation  of  the
Citicasters  Assets or the conduct of the  business of the  Citicasters  Station
between  Citicasters  and  any  of  its  officers,  directors,  stockholders  or
employees or, to the knowledge,  of  Citicasters,  any Affiliate of any thereof,
including  without  limitation  any  Contractual  Obligation  providing  for the
furnishing of services to or by, providing

                                      -11-


<PAGE>



for rental of property,  real,  personal or mixed,  to or from, or providing for
the lending or borrowing of money to or from or otherwise  requiring payments to
or from,  any such  Person,  other than (i) the  Citicasters  Employee  Plans or
Citicasters  Material  Agreements  constituting  employment  agreements and (ii)
Contracts  between  Citicasters  and its officers which  constitute  Citicasters
Excluded Assets and Citicasters Nonassumed Obligations.

         3.10 Tax Matters.  Citicasters has in respect of the Citicasters Assets
and the Citicasters Station filed all material Tax Returns which are required to
be filed, and has paid, or made adequate provision for the payment of, all Taxes
which have or may become due and  payable  pursuant  to said Tax Returns and all
other  governmental  charges and  assessments  received to date other than those
Taxes being contested in good faith. There are no unpaid Taxes which are due and
payable,  or  alleged  to be due  and  payable  by  any  Taxing  Authority,  the
non-payment of which is or could become a Lien on any of the Citicasters  Assets
or the Citicasters Station or result in any transferee  liability against either
of the American Parties.  All Taxes in respect of the Citicasters Assets and the
Citicasters Station which Citicasters is required by law to withhold and collect
have, to Citicasters' knowledge, been duly withheld and collected, and have been
paid over, in a timely manner,  to the proper  Authorities to the extent due and
payable.

         3.11     Employee Benefit Plans; Citicasters Station Employees..

         (a) Section 3.11(a) of the Citicasters  Disclosure  Schedule contains a
true,  accurate and complete list (and brief description) as of the date of this
Agreement of all employee  benefit plans  applicable to the Citicasters  Station
Employees ("Citicasters Employee Plans"). Neither Citicasters nor its Affiliates
maintains any other employee  benefit plan, as that term is defined in Section 3
of ERISA, applicable to the Citicasters Station Employees.

         (b) Section 3.11(b) of the Citicasters  Disclosure  Schedule contains a
true,  accurate and complete  list of all persons  employed in the  ownership or
operation of any of the Citicasters Assets or the conduct of the business of the
Citicasters Station (the "Citicasters  Station  Employees"),  together with each
such  employee's  date of hire,  the title or  capacity  in which such person is
employed,  and a description of material  compensation  arrangements (other than
any Citicasters Employee Plans).

         (c)  Citicasters  has received no notice that,  and  Citicasters is not
aware of, any Citicasters  Station  Employee who shall or is likely to terminate
his or her  employment  relationship  with  the  Citicasters  Station  upon  the
execution of this Agreement or after the Closing, except as set forth in Section
3.11(c) of the Citicasters Disclosure Schedule.

         (d)  Except  as  described  in  Section   3.11(d)  of  the  Citicasters
Disclosure  Schedule,  with respect to the Citicasters  Station, (i) none of the
Citicasters  Station  Employees is now or, to Citicasters'  knowledge,  has been
represented  by  any  labor  union  or  other  employee  collective   bargaining
organization,  and Citicasters is not and never has been a party to any labor or
other collective  bargaining  agreement with respect to any Citicasters  Station
Employee,  (ii) there are no pending grievances,  disputes or controversies with
any union or any other employee or collective  bargaining  organization  of such
employees,  or threats of strikes,  work  stoppages  or slowdowns or any pending
demands for collective  bargaining by any such union or other organization,  and
(iii)

                                      -12-


<PAGE>



neither  Citicasters  nor  any of such  employees  is now  or,  to  Citicasters'
knowledge,  has been  subject to,  involved  in or  threatened  with,  any union
elections, petitions therefore or other organizational or recruiting activities,
in each case with respect to any Citicasters Station Employee.

         3.12  Material  Agreements.  Listed on Section 3.12 of the  Citicasters
Disclosure  Schedule are all Material  Agreements  relating to the  ownership or
operation  of the  Citicasters  Assets or the  conduct  of the  business  of the
Citicasters  Station or to which  Citicasters is a party or to which it is bound
or to which any of the Citicasters Assets is subject (the "Citicasters  Material
Agreements").  True,  accurate  and  complete  copies  of each of such  Material
Agreements  have been made available by Citicasters to American and  Citicasters
has provided American with photocopies of all such Material Agreements requested
by American (or true, accurate and complete  descriptions  thereof have been set
forth  in  Section  3.12 of the  Citicasters  Disclosure  Schedule,  if any such
Material  Agreements are oral). All of the Citicasters  Material  Agreements are
valid,  binding and  legally  enforceable  obligations  of  Citicasters  and, to
Citicasters'  knowledge,  all other parties thereto,  and Citicasters is validly
and lawfully  conducting the business of the Citicasters  Station and owning and
operating  the  Citicasters  Assets  under  each  of  the  Citicasters  Material
Agreements.  Citicasters  has duly complied with all of the terms and conditions
of each Material  Agreement  and has not done or  performed,  or failed to do or
perform (and, to Citicasters' knowledge, there is no pending or threatened Claim
that  Citicasters  has not so complied,  done and  performed or failed to do and
perform) any act which would  invalidate or provide  grounds for the other party
thereto to terminate  (with or without  notice,  passage of time or both) any of
the  Citicasters  Material  Agreements  or impair  the  rights or  benefits,  or
increase the costs, of Citicasters under any of Citicasters  Material Agreement.
Citicasters  has not  expressly  granted  any waivers or  forbearance  under any
Citicasters Material Agreement and, to Citicasters' knowledge, no third party is
in  material  default in the  performance  of any of its  obligations  under any
Citicasters Material Agreement. Except for those consents or approvals listed in
Section 3.12 of the Citicasters Disclosure Schedule, no consents or approvals of
any third  party are  necessary  to permit  the  assignment  by the  Citicasters
Parties of the Citicasters  Material  Agreements to American and such assignment
will not affect the  validity  or  enforceability  of any  Citicasters  Material
Agreement or cause any material change in the substantive terms of any of them.

         3.13 Ordinary Course of Business.  Citicasters, from September 30, 1996
to the date  hereof,  except  (i) as may be  described  on  Section  3.13 of the
Citicasters  Disclosure  Schedule,  or  (ii)  as may be  required  or  expressly
contemplated  by the terms of this  Agreement,  with respect to the  Citicasters
Assets and the  Citicasters  Station,  has  operated its business in the normal,
usual and  customary  manner in the  ordinary  and regular  course of  business,
consistent with prior practice and

                  (a) has not sold or  otherwise  disposed of or  contracted  to
         sell or otherwise dispose of any of the Citicasters Assets;

                  (b) other than in the ordinary course of business,  consistent
         with prior practice:

                           (i) has not made or committed  to make any  additions
                  to its  property or any  purchases  of  equipment,  except for
                  normal maintenance and replacements; and


                                      -13-


<PAGE>



                           (ii) has not increased the compensation payable or to
                  become  payable  to any of its  employees  other  than  in the
                  ordinary course of business or otherwise altered,  modified or
                  changed the terms of their employment;

                  (c) has not suffered any material damage,  destruction or loss
         (whether or not covered by insurance) or any  acquisition  or taking of
         property by any Authority; and

                  (d) has not experienced any work stoppage.

         3.14  Broker or Finder.  No Person  assisted  in or  brought  about the
negotiation of this  Agreement,  the Exchange or the subject matter of any other
Transaction  in the  capacity  of  broker,  agent or  finder  or in any  similar
capacity on behalf of Citicasters.

         3.15 Environmental Matters.  Except as set forth in Section 3.15 of the
Citicasters  Disclosure Schedule,  solely with respect to the Citicasters Assets
and the Citicasters Real Property, Citicasters:

                  (a) to  Citicasters'  knowledge,  has  not  been  notified  in
         writing  that it is  potentially  liable  under,  has not  received any
         written request for information or other correspondence  concerning its
         potential  liability with respect to any site or facility under, and is
         not  a  "potentially   responsible   party"  under,  the  Comprehensive
         Environmental  Response,  Compensation  and  Liability  Act of 1980, as
         amended,  the Resource  Conservation  Recovery Act, as amended,  or any
         similar state law;

                  (b) has not  entered  into or  received  any  consent  decree,
         compliance  order  or  administrative  order  issued  pursuant  to  any
         Environmental Law;

                  (c) is  not a  party  in  interest  or in  default  under  any
         judgment,  order, writ,  injunction or decree of any final order issued
         pursuant to any Environmental Law;

                  (d) is, to Citicasters'  knowledge,  in substantial compliance
         with all Environmental Laws, has, to Citicasters'  knowledge,  obtained
         all Environmental Permits required under Environmental Laws, and is not
         the subject of or, to Citicasters' knowledge, threatened with any Legal
         Action  involving  a demand for  damages or other  potential  liability
         including  any Lien with  respect  to  violations  or  breaches  of any
         Environmental Law;

                  (e) has no  knowledge  of any  past or  present  Event  which,
         individually  or in the  aggregate,  will  interfere  with  or  prevent
         continued   compliance   with  all   Environmental   Laws,   or  which,
         individually or in the aggregate,  will form the basis of any Claim for
         the  release  or  threatened  release  into  the  environment,  of  any
         Hazardous Material; and

                  (f) has no  knowledge  that any  Hazardous  Material is or has
         been located at, on, in or under,  or has been released or  transported
         from, the Citicasters  Assets or the Citicasters  Real Property in such
         manner  so as to  require  remediation,  removal  or  cleanup  or other
         liability under, any Environmental Laws.


                                      -14-


<PAGE>



         Notwithstanding  anything to the contrary  contained in this Agreement,
Citicasters  makes no  representation or warranty with respect to its compliance
with   Environmental  Laws  or  environmental   matters  generally,   except  as
specifically set forth in this Section, the Studio Lease or the Tower Lease

         3.16  Trade  or  Barter.  Section  3.16 of the  Citicasters  Disclosure
Schedule  sets  forth a  true,  complete  and  accurate  description  (including
obligations  and  liabilities  remaining  thereunder) of all  Citicasters  Trade
Agreements that individually  involve or may involve,  valued in accordance with
GAAP, more than $500 in obligations  remaining thereunder as of the date of this
Agreement  in money,  property or services or a remaining  term in excess of two
months.


                                    ARTICLE 4

             REPRESENTATIONS AND WARRANTIES OF THE AMERICAN PARTIES

         The American Parties,  jointly and severally,  represent and warrant to
Citicasters as follows:

         4.1  Organization  and  Business;   Power  and  Authority;   Effect  of
Transaction.

         (a) Each of the  American  Parties  is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
organization,  has all  requisite  corporate  power and authority to own or hold
under lease its properties and to conduct its business as now conducted.

         (b) Each of the American Parties has all requisite  corporate power and
authority  necessary  to enable it to execute  and  deliver,  and to perform its
obligations  under,  this  Agreement and each  Collateral  Document  executed or
required to be executed by it pursuant  hereto or thereto or to  consummate  the
Exchange and the other Transactions; and the execution, delivery and performance
of this  Agreement  and each  Collateral  Document  executed  or  required to be
executed  pursuant  hereto or thereto have been duly authorized by all requisite
corporate or other action on the part of the American  Parties.  This  Agreement
has been duly  executed and delivered by the American  Parties and  constitutes,
and each Collateral Document executed or required to be executed pursuant hereto
or  thereto  or to  consummate  the  Exchange  and the other  Transactions  when
executed and delivered by an American Party will  constitute,  legal,  valid and
binding  obligations of such American  Parties,  enforceable in accordance  with
their  respective  terms,  except  as  such  enforceability  may be  limited  by
bankruptcy,  moratorium,  insolvency  and similar laws  affecting the rights and
remedies  of  creditors  and  obligations  of debtors  generally  and by general
principles of equity.

         (c) Except as set forth in Section  4.1(c) of the  American  Disclosure
Schedule,  neither the  execution  and delivery by the American  Parties of this
Agreement  or any  Collateral  Document  executed  or required to be executed by
either of them pursuant hereto or thereto,  nor the consummation by the American
Parties of the  Exchange and the other  Transactions,  nor  compliance  with the
terms, conditions and provisions hereof or thereof by the American Parties:

                  (i) will conflict with, or result in a breach or violation of,
         or  constitute a default  under,  any Organic  Document of the American
         Parties or any Applicable Law on the part

                                      -15-


<PAGE>



         of the American Parties, or subject to obtaining any required consents,
         will  conflict  with,  or  result  in a  breach  or  violation  of,  or
         constitute  a  default  under,  or  permit  the   acceleration  of  any
         obligation  or liability  in, or but for any  requirement  of giving of
         notice or  passage  of time or both  would  constitute  such a conflict
         with,  breach or  violation  of, or default  under,  or permit any such
         acceleration in, any American Material Agreement; or

                  (ii) will require  American to make or obtain any Governmental
         Authorization, Governmental Filing or Private Authorization, except for
         the FCC Consents, filings, if required, under the Hart-Scott-Rodino Act
         and  Private  Authorizations,  the  failure of which to be  obtained or
         maintained would not, individually or in the aggregate, have an adverse
         effect on American.

         (d)  Neither  of the  American  Parties  has  any  direct  or  indirect
Subsidiaries or other  Affiliates which own or have any interest in the American
Stations or any of the American  Assets.  American  owns all of the  outstanding
capital  stock  of  American  License,  all of which  stock is duly  authorized,
validly issued, fully paid and nonassessable.

         4.2      Financial and Other Information.

         (a) American has  heretofore  furnished  to  Citicasters  copies of the
unaudited  financial  statements  of the  American  Stations  for the year ended
December 31, 1995 and the nine months ended  September  30, 1996 (the  "American
Financial Statements").  The American Financial Statements have been prepared on
a consistent basis  throughout the periods covered  thereby,  and fairly present
the financial  condition,  results of  operations  and cash flow of the American
Stations,  as of the  respective  dates thereof and for the  respective  periods
covered thereby.

         (b) Except solely for the  obligations and liabilities to be assumed by
the Citicasters  Parties pursuant to the American  Assumable  Agreements,  there
will, at the time of Closing,  be no  obligations  or liabilities of any nature,
whether  accrued,  absolute,  contingent or otherwise,  relating to the American
Parties,  the American  Assets or the American  Stations which could,  after the
Closing,  result in any form of transferee  liability against either Citicasters
Party or subject any of the American Assets or the American Stations to any Lien
or otherwise  affect the full, free and  unencumbered use of the American Assets
and the ownership and operation of the American Stations by Citicasters.

         4.3  Material   Statements  and  Omissions;   Absence  of  Events.   No
representation  or  warranty  made by the  American  Parties  contained  in this
Agreement,  the American  Disclosure  Schedule or any  certificate,  document or
other  instrument  furnished or to be furnished by the American Parties pursuant
to the  provisions  hereof  contains or will  contain any untrue  statement of a
material  fact or omits or will omit to state any material fact required to make
any statement  contained herein or therein not misleading.  Neither American nor
American  License is aware of any  impending  or  contemplated  Event that would
cause any of the  representations  and warranties made by it in this Article not
to be true,  correct  and  complete on the date of such Event as if made on that
date.


                                      -16-


<PAGE>



         4.4 Changes in  Condition.  Since  September  30,  1996,  except to the
extent  specifically  described  in  Section  4.4  of  the  American  Disclosure
Schedule,  there  has been no  adverse  change  in the  American  Assets  or the
American  Stations.  There  is no  Event  known to the  American  Parties  which
adversely  affects,  or (so  far as the  American  Parties  can  now  reasonably
foresee) is likely to  adversely  affect,  the  American  Assets or the American
Stations,  except (a) to the extent specifically described in Section 4.4 of the
American   Disclosure  Schedule  and  (b)  for  general  business  and  economic
conditions and matters affecting the radio broadcasting industry generally.

         4.5      Title to Properties; Leases.

         (a) Section 4.5(a) of the American  Disclosure  Schedule lists all Real
Property  owned by Lincoln or the  American  Parties (the  "American  Owned Real
Property")  and describes all Leases of Real  Property (the  "American  Leases")
which is used or held for use in the  operation  of the American  Stations  (the
American  Owned Real  Property  and the real  property  subject to the  American
Leases,  being  hereinafter  collectively  referred  to as  the  "American  Real
Property").   American  will,  as  of  the  time  of  the  consummation  of  the
transactions  contemplated by the Lincoln Agreement,  have (and Citicasters will
upon Closing  obtain) good and  marketable  title to the Owned Real Property and
valid and  subsisting  leasehold  interests in the American  Leases (as shown on
Section 4.5(a) of the American Disclosure Schedule), in each case free and clear
of all  Liens,  except (i)  Permitted  Liens and (ii) Liens set forth on Section
4.5(a) of the American  Disclosure Schedule (which Liens shall be released prior
to  Closing).  Lincoln  has  and,  as of the  time  of the  consummation  of the
transactions  contemplated  by the Lincoln  Agreement,  American will have, full
legal  and  practical  access  to all of the  American  Real  Property,  and all
easements,  rights of way, and real property licenses relating thereto have been
properly  recorded in the appropriate  public recording  offices,  except to the
extent, if any, set forth in Section 4.5(a) of the American Disclosure Schedule.
The  American  Owned Real  Property,  together  with the real  property  that is
subject to the  American  Leases,  includes  all the real  property,  easements,
rights of way,  and other real  property  interests  necessary  to  conduct  the
business and operations of the American Stations as they are now conducted. None
of the  buildings,  structures,  improvements  or  fixtures  constructed  on any
American  Owned Real  Property and real property that is subject to the American
Leases,  including without  limitation all towers, guy wires and guy anchors and
ground radials,  encroach upon adjoining real property,  and all such buildings,
structures, improvements and fixtures, are constructed and are operated and used
in  conformance in all material  respects with all "set back" lines,  easements,
covenants,  restrictions and all applicable building,  fire, zoning,  health and
safety laws and codes, except to the extent, if any, set forth in Section 4.5(a)
of the American Disclosure Schedule. No utility lines serving such real property
pass over the lands of a third party except  where  appropriate  easements  have
been  obtained  or  except  as set  forth  in  Section  4.5(a)  of the  American
Disclosure Schedule. All buildings,  structures, towers, antennae,  improvements
and fixtures  comprising  the American Owned Real Property or real property that
is subject to the American  Leases are in good and  technically  sound operating
condition,  have no latent  structural  mechanical  or other defects of material
significance,  are  reasonably  suited for the purposes for which they are being
used and each has  adequate  rights of ingress and egress,  utility  service for
water and sewer,  telephone,  electric and/or gas, and sanitary  service for the
conduct of the business  and  operations  of the American  Stations as presently
conducted,  except to the  extent,  if any,  set forth in Section  4.5(a) of the
American Disclosure Schedule. There is no pending or, to American's

                                      -17-


<PAGE>



knowledge,  threatened  condemnation or other legal  proceeding or action of any
kind relating to such real property and/or title thereto.

         Except as  otherwise  set  forth in  Schedule  4.5(a)  of the  American
Disclosure Schedule,  each American Lease included in the American Real Property
has been duly  authorized,  executed and delivered by Lincoln and, to American's
knowledge,  each  of the  other  parties  thereto,  and,  as of the  time of the
consummation of the transactions  contemplated by the Lincoln  Agreement and the
concurrent  assignment of the American Leases by Lincoln to American,  will be a
legally valid and binding obligation of American,  and, to American's knowledge,
each of the other parties  thereto,  enforceable  in accordance  with its terms.
American  will,  as  of  the  time  of  the  consummation  of  the  transactions
contemplated by the Lincoln Agreement, enjoy peaceful and undisturbed possession
under all  American  Leases  pursuant  to which it will hold any  American  Real
Property.  All of the American Leases are valid and subsisting and in full force
and effect; neither Lincoln is (nor American, as of the time of the consummation
of the  transactions  contemplated  by the Lincoln  Agreement and the concurrent
assignment  of the  American  Leases by Lincoln to  American,  will be) nor,  to
American's knowledge, any other party thereto, is in default in the performance,
observance or fulfillment of any obligation,  covenant or condition contained in
any American Lease.

         (b) Section 4.5(b) of the American Disclosure Schedule contains a true,
accurate and complete  description  of all material  items of American  Personal
Property.  American,  as of the  time of the  consummation  of the  transactions
contemplated by the Lincoln  Agreement,  will own and have good and merchantable
title to all of the  American  Personal  Property,  free and clear of all Liens,
except (i)  Permitted  Liens and (ii)  Liens set forth on Section  4.5(b) of the
American  Disclosure  Schedule (which Liens shall be released prior to Closing).
Except as set forth in Section 4.5(b) of the American Disclosure  Schedule,  all
of the American  Personal  Property is in a state of good repair and maintenance
and in good  operating  condition,  normal  wear  and  tear  excepted,  has been
maintained in a manner  consistent  with  generally  accepted  standards of good
engineering  practice and currently permits the American Stations to be operated
in accordance with the terms and conditions of the American FCC Licenses and all
Applicable Laws.

         4.6 Compliance with Private Authorizations. Section 4.6 of the American
Disclosure   Schedule  sets  forth  a  true,  accurate  and  complete  list  and
description of each American Private  Authorization which,  individually or when
taken together with other substantially similar American Private Authorizations,
is material to the American Assets or the American Stations, all of which are in
full force and effect.  There does not exist any breach or  violation  of, or in
default in the  performance,  observance or fulfillment of, any American Private
Authorization,  and no Event exists or has occurred,  which constitutes,  or but
for any  requirement  of  giving  of notice  or  passage  of time or both  would
constitute,  such a breach,  violation or default,  under any  American  Private
Authorization, except for as set forth in Section 4.6 of the American Disclosure
Schedule.  No such  Private  Authorization  is the subject of any pending or, to
American's knowledge, threatened attack, revocation or termination.


                                      -18-


<PAGE>



         4.7 Compliance with Governmental Authorizations and Applicable Law.

         (a)  Section  4.7(a) of the  American  Disclosure  Schedule  contains a
description of:

                  (i)  all  Claims   pending  or,  to   American's   knowledge,,
         threatened  against  either of the  American  Parties or  Lincoln  with
         respect to the business,  operation or ownership of any of the American
         Assets or any of the American  Stations,  including without  limitation
         all Claims which,  individually  or in the  aggregate,  are  reasonably
         likely  to  result  in  the  revocation  or  termination  of any of the
         American FCC Licenses or the  imposition of any  restriction  of such a
         nature as would  adversely  affect the  ownership or  operations of the
         American Stations;  in particular,  but without limiting the generality
         of the  foregoing,  there  are no  Claims  pending  or,  to  American's
         knowledge,  threatened  (x) before the FCC  relating to the business or
         operations of the American  Stations other than Claims which affect the
         radio  broadcasting  industry  generally,  or (y) before any  Authority
         involving  charges of illegal  discrimination  by the American Stations
         under any federal or state employment Laws; and

                  (ii)  each  Governmental   Authorization   (including  without
         limitation all FCC Licenses)  required under Applicable Laws to own and
         operate the American Stations, as currently conducted or proposed to be
         conducted  on or prior to the  Closing  Date,  all of which are (except
         such, if any, that are conditioned on consummation of the  transactions
         contemplated   by  the  Lincoln   Agreement   which  will,   upon  such
         consummation,  be) in full force and effect (the "American Governmental
         Authorizations").

Attached to the American Disclosure Schedule are true and complete copies of the
American Governmental  Authorizations  (including without limitation any and all
amendments and other modifications thereto).

         (b) American  License will, as of the time of the  consummation  of the
transactions  contemplated  by the Lincoln  Agreement,  be the authorized  legal
holder of the FCC Licenses  listed in Section 4.7(a) of the American  Disclosure
Schedule,  none of which will,  at such time, be subject to any  restriction  or
condition  which  would  limit in any respect  the  operations  of the  American
Stations  as  proposed  to be  conducted  by American on or prior to the Closing
Date.  The American FCC Licenses are valid and in good  standing,  in full force
and effect and are not  impaired  in any  respect by any act or  omission of the
American Parties, Lincoln or their respective officers, directors,  employees or
agents.  The American Stations are operating in accordance with the American FCC
Licenses,  all  underlying  construction  permits  and the  FCA.  Except  (i) as
disclosed  in Section  4.7(b) of the American  Disclosure  Schedule and (ii) for
those  relating to the transfer of the  American  FCC  Licenses  from Lincoln to
American  License,  no  application,  action or  proceeding  is pending  for the
renewal  or  modification  of any  American  FCC  Licenses  and,  to  American's
knowledge,  there is not as of the date of this Agreement  issued or outstanding
any  investigation or complaint  against either American Party or Lincoln at the
FCC  relating to any of the  American  Stations.  Except as disclosed in Section
4.7(b) of the American  Disclosure  Schedule,  as of the date of this Agreement,
there is no proceeding  pending at, or outstanding notice of violation from, the
FCC relating to any of the American  Stations.  All fees payable to  Authorities
pursuant to the American FCC Licenses, including FCC annual regulatory fees have
been paid and no event has occurred which, individually or in the aggregate, and
without the giving of notice or the lapse of

                                      -19-


<PAGE>



time or both, would constitute  grounds for revocation  thereof or would have an
adverse  effect on  American.  Except (i) as set forth in Section  4.7(b) of the
American Disclosure Schedule and (ii) for such reports, forms and statements the
failure of which to file would not,  individually  or in the aggregate,  have an
adverse  effect on the  American  Stations,  all reports,  forms and  statements
required  to be filed  by the  American  Parties  or  Lincoln  with the FCC with
respect to the  American  Stations  have been filed and are true,  complete  and
accurate in all respects. To American's  knowledge,  under the FCA, there are no
facts  that  would  disqualify  it as  the  transferee  of  the  control  of the
Citicasters Station.

         The American  Governmental  Authorizations  comprise  all  Governmental
Authorizations  which are necessary for the lawful ownership or operation of the
American  Assets or the lawful conduct of the business of the American  Stations
as presently  conducted  or as proposed to be conducted by the American  Parties
prior to the Closing Date, except for Governmental  Authorizations,  the failure
of which to obtain and maintain,  would not,  individually  or in the aggregate,
have any adverse  effect on the  American  Assets or the American  Stations.  No
American  Governmental  Authorization  is the  subject  of any  pending  or,  to
American's knowledge,  threatened challenge or proceeding to revoke or terminate
any American Governmental Authorization.  To American's knowledge, except as set
forth in Section  4.7(b) of the American  Disclosure  Schedule,  American has no
reason  to  believe  that,  except  for  the  consummation  of the  transactions
contemplated by the Lincoln Agreement or the Exchange, any American Governmental
Authorization  would not be renewed by the  granting  Authority  in the ordinary
course.

         4.8 Intangible Assets.  Section 4.8 of the American Disclosure Schedule
sets forth a true, accurate and complete  description of all material Intangible
Assets  held  or  used  by  Lincoln   (other  than  the  American   Governmental
Authorizations  and  the  American  Private  Authorizations)   relating  to  the
ownership and operation of the American Assets or the conduct of the business of
the American  Stations (the "American  Intangible  Assets"),  including  without
limitation the nature of Lincoln's  interest in each and the extent to which the
same have been duly  registered  in the offices as indicated  therein.  American
will, as of the time of the consummation of the transactions contemplated by the
Lincoln  Agreement,  own or  possess  or  otherwise  have  the  right to use the
American Intangible Assets.

         4.9 Related  Transactions.  Neither of the American Parties nor Lincoln
is a party or subject to any  Contractual  Obligation  relating to the ownership
and  operation  of the  American  Assets or the  conduct of the  business of the
American  Stations  between Lincoln or either of the American Parties and any of
their  respective  officers,   directors,   stockholders  or  employees  or,  to
American's knowledge, any Affiliate of any thereof, including without limitation
any  Contractual  Obligation  providing for the furnishing of services to or by,
providing  for rental of  property,  real,  personal  or mixed,  to or from,  or
providing  for the  lending  or  borrowing  of  money  to or  from or  otherwise
requiring  payments to or from,  any such  Person,  other than (i) the  American
Employee  Plans  and  American  Material  Agreements   constituting   employment
agreements,  (ii) Contracts  between  American and its officers which constitute
American Excluded Assets and American  Nonassumed  Obligations,  (iii) Contracts
between Lincoln and any of its Affiliates or any of their  officers,  directors,
partners,  stockholders  or  employees  which  will not be part of the  American
Assets and will  constitute  American  Excluded  Assets and American  Nonassumed
Obligations,  and (iv) a  management  agreement  between  American  and American
License.

                                      -20-


<PAGE>



         4.10  Tax  Matters.  Lincoln  has,  and as of the  consummation  of the
transactions  contemplated  by the  Lincoln  Agreement  American  will have,  in
respect of the American Assets and the American  Stations filed all material Tax
Returns which are required to be filed, and has paid, or made adequate provision
for the payment of, all Taxes which have or may become due and payable  pursuant
to said Tax Returns and all other governmental  charges and assessments received
to date other than those  Taxes  being  contested  in good  faith.  There are no
unpaid Taxes which are due and payable,  or alleged to be due and payable by any
Taxing  Authority,  the non-payment of which is or could become a Lien on any of
the  American  Assets or the  American  Stations  or  result  in any  transferee
liability against  Citicasters.  All Taxes in respect of the American Assets and
the American  Stations  which Lincoln is required by law to withhold and collect
have, to American's knowledge,  been duly withheld and collected,  and have been
paid over, in a timely manner,  to the proper  Authorities to the extent due and
payable.

         4.11     Employee Benefit Plans; American Station Employees.

         (a) Section  4.11(a) of the  American  Disclosure  Schedule  contains a
true,  accurate and complete list (and brief description) as of the date of this
Agreement of all employee benefit plans which will be applicable to the American
Station  Employees  ("American  Employee  Plans").   Neither  American  nor  its
Affiliates maintains any other employee benefit plan, as that term is defined in
Section 3 or ERISA, applicable to the American Station Employees.

         (b) Section  4.11(b) of the  American  Disclosure  Schedule  contains a
true,  accurate and  complete  list,  to  American's  knowledge,  of all persons
employed by Lincoln in the ownership or operation of any of the American  Assets
or the conduct of the business of the American  Stations (the "American  Station
Employees"),  together  with each  such  employee's  date of hire,  the title or
capacity  in which  such  person is  employed,  and a  description  of  material
compensation arrangements (other than any American Employee Plans).

         (c) American has received no notice that, and American is not aware of,
any American  Station  Employee  who shall or is likely to terminate  his or her
employment  relationship with the American Stations upon the consummation of the
transactions  contemplated  by the  Lincoln  Agreement,  the  execution  of this
Agreement or after the Closing,  except as set forth in Schedule  4.11(c) of the
American Disclosure Schedule.

         (d) Except as described in Section  4.11(d) of the American  Disclosure
Schedule,  with  respect  to the  American  Stations,  (i) none of the  American
Station  Employees is now or, to American's  knowledge,  has been represented by
any  labor  union or other  employee  collective  bargaining  organization,  and
neither Lincoln nor the American  Parties is or has been a party to any labor or
other  collective  bargaining  agreement  with respect to any  American  Station
Employee,  (ii) there are no pending grievances,  disputes or controversies with
any union or any other employee or collective  bargaining  organization  of such
employees,  or threats of strikes,  work  stoppages  or slowdowns or any pending
demands for collective  bargaining by any such union or other organization,  and
(iii) neither Lincoln nor the American  Parties nor any of such employees is now
or, to  American's  knowledge,  has been subject to,  involved in or  threatened
with,  any union  elections,  petitions  therefore  or other  organizational  or
recruiting  activities,  in each  case  with  respect  to any  American  Station
Employee.

                                      -21-


<PAGE>



         4.12  Material  Agreements.  Listed  on  Section  4.12 of the  American
Disclosure  Schedule are all Material  Agreements  relating to the  ownership or
operation of the American  Assets or the conduct of the business of the American
Stations or to which  American will, as of the time of the  consummation  of the
transactions  contemplated by the Lincoln Agreement,  be a party or to which any
of the American  Assets will, at such time, be subject (the  "American  Material
Agreements").  True,  accurate  and  complete  copies  of each of such  Material
Agreements  have been made available by American to Citicasters and American has
provided  Citicasters with photocopies of all such Material Agreements requested
by Citicasters (or true,  accurate and complete  descriptions  thereof have been
set forth in  Section  4.12 of the  American  Disclosure  Schedule,  if any such
Material  Agreements  are  oral).  As of the  time  of the  consummation  of the
transactions contemplated by the Lincoln Agreement and the concurrent assignment
of the American Material Agreements by Lincoln to American,  all of the American
Material Agreements will be valid,  binding and legally enforceable  obligations
of American and, to American's  knowledge,  all other parties thereto, and as of
such time  American  will be lawfully  conducting  the  business of the American
Stations and owning and operating the American Assets under each of the American
Material Agreements.  Lincoln has, and as of the time of the consummation of the
transactions  contemplated by the Lincoln Agreement each of the American Parties
will have,  duly complied with all of the terms and  conditions of each Material
Agreement and Lincoln has not, and as of such time the American Parties will not
have,  done or  performed,  or  failed  to do or  perform  (and,  to  American's
knowledge,  there is no pending or  threatened  Claim  that  Lincoln  has not so
complied,  done and  performed  or failed to do and perform) any act which would
invalidate or provide  grounds for the other party thereto to terminate (with or
without notice, passage of time or both) any of the American Material Agreements
or impair the rights or benefits,  or increase the costs,  American under any of
American Material Agreement.  Neither Lincoln nor either of the American Parties
has expressly  granted any waivers or  forbearance  under any American  Material
Agreement and, to American's knowledge, no third party is in material default in
the performance of any of its obligations under any American Material Agreement.
Except for those  consents or  approvals  listed in Section 4.12 of the American
Disclosure  Schedule,  no consents or approvals of any third party are necessary
to permit the  assignment  by American of the American  Material  Agreements  to
Citicasters and such  assignment will not affect the validity or  enforceability
of  any  American  Material  Agreement  or  cause  any  material  change  in the
substantive terms of any of them.  American has delivered to Citicasters a true,
complete and correct copy of the Lincoln  Agreement,  including  all  schedules,
exhibits and disclosure schedules thereto.
The Lincoln Agreement is in full force and effect.

         4.13 Ordinary Course of Business.  Lincoln,  from September 30, 1996 to
the date hereof,  except (i) as may be described on Section 4.13 of the American
Disclosure Schedule, or (ii) as may be required or expressly contemplated by the
terms of this Agreement or the Lincoln  Agreement,  with respect to the American
Assets and the American Stations, has operated its business in the normal, usual
and customary manner in the ordinary and regular course of business,  consistent
with prior practice and

                  (a) has not sold or  otherwise  disposed of or  contracted  to
         sell or otherwise dispose of any of the American Assets;

                  (b) other than in the ordinary course of business,  consistent
         with prior practice:


                                      -22-


<PAGE>



                           (i) has not made or committed  to make any  additions
                  to its  property or any  purchases  of  equipment,  except for
                  normal maintenance and replacements; and

                           (ii) has not increased the compensation payable or to
                  become  payable  to any of its  employees  other  than  in the
                  ordinary course of business or otherwise altered,  modified or
                  changed the terms of their employment;

                  (c) has not suffered any material damage,  destruction or loss
         (whether or not covered by insurance) or any  acquisition  or taking of
         property by any Authority; and

                  (d) has not experienced any work stoppage.

         4.14  Broker or Finder.  No Person  assisted  in or  brought  about the
negotiation of this  Agreement,  the Exchange or the subject matter of any other
Transaction  in the  capacity  of  broker,  agent or  finder  or in any  similar
capacity  on behalf of the  American  Parties,  other than  Blackburn & Company,
Inc., whose fees and expenses shall be the sole  responsibility  of the American
Parties.

         4.15 Environmental Matters.  Except as set forth in Section 4.15 of the
American  Disclosure  Schedule,  solely  with  respect to the  American  Assets,
neither the American Parties nor Lincoln:

                  (a) to American's knowledge, has been notified in writing that
         any of them is  potentially  liable  under,  has  received  any written
         request  for  information  or  other   correspondence   concerning  its
         potential  liability with respect to any site or facility under, and is
         not  a  "potentially   responsible   party"  under,  the  Comprehensive
         Environmental  Response,  Compensation  and  Liability  Act of 1980, as
         amended,  the Resource  Conservation  Recovery Act, as amended,  or any
         similar state law;

                  (b)  has  entered  into  or  received   any  consent   decree,
         compliance  order  or  administrative  order  issued  pursuant  to  any
         Environmental Law;

                  (c) is a party in interest or in default  under any  judgment,
         order, writ, injunction or decree of any final order issued pursuant to
         any Environmental Law;

                  (d) is not, to American's knowledge, in substantial compliance
         with all Environmental Laws, has not, to American's knowledge, obtained
         all Environmental  Permits required under Environmental Laws, or is the
         subject  of or,  to  American's  knowledge,  threatened  with any Legal
         Action  involving  a demand for  damages or other  potential  liability
         including  any Lien with  respect  to  violations  or  breaches  of any
         Environmental Law;

                  (e)  has  knowledge  of  any  past  or  present  Event  which,
         individually  or in the  aggregate,  will  interfere  with  or  prevent
         continued   compliance   with  all   Environmental   Laws,   or  which,
         individually or in the aggregate,  will form the basis of any Claim for
         the  release  or  threatened  release  into  the  environment,  of  any
         Hazardous Material; and


                                      -23-


<PAGE>



                  (f) has no  knowledge  that any  Hazardous  Material is or has
         been located at, on, in or under,  or has been released or  transported
         from, the American  Assets or the American Real Property in such manner
         so as to require  remediation,  removal  or cleanup or other  liability
         under, any Environmental Laws.

         Notwithstanding  anything to the contrary  contained in this Agreement,
the American  Parties make no  representation  or warranty with respect to their
compliance with Environmental Laws or environmental matters generally, except as
specifically set forth in this Section.

         4.16 Trade or Barter.  Section 4.16 of the American Disclosure Schedule
sets forth a true, complete and accurate description  (including obligations and
liabilities   remaining  thereunder)  of  all  American  Trade  Agreements  that
individually  involve or may involve,  valued in accordance with GAAP, more than
$500 in  obligations  remaining  thereunder as of the date of this  Agreement in
money, property or services or a remaining term in excess of two months.


                                    ARTICLE 5

                                    COVENANTS

         5.1      Access to Information; Confidentiality.

         (a) Each  party  shall  afford,  and prior to the  consummation  of the
transactions  contemplated  by the  Lincoln  Agreement  American  will  use  its
reasonable  business efforts to cause Lincoln to afford,  to the other party and
its accountants,  counsel,  financial  advisors and other  representatives  (the
"Representatives")  full access  during normal  business  hours  throughout  the
period  prior  to  the  Closing  Date  to all of  its  (and  its  Subsidiaries')
properties,  books,  contracts,   commitments  and  records  (including  without
limitation Tax Returns) relating to the Assets and the Stations and, during such
period, shall furnish promptly upon request (i) a copy of each report,  schedule
and other document filed or received by any of them pursuant to the requirements
of any Applicable Law (including  without  limitation the FCA) or filed by it or
any of its  Subsidiaries  with any Authority in connection with the Exchange and
other  Transactions or any other report,  schedule or documents which may have a
material effect on the businesses, operations, properties, prospects, personnel,
condition,  (financial or other),  or results of operations of their  respective
Assets  or  Stations,  (ii) to the  extent  not  provided  for  pursuant  to the
preceding clause, all financial records,  ledgers, work papers and other sources
of financial  information  possessed or  controlled  by (x)  Citicasters  or its
accountants  deemed by American or its  Representatives  necessary or useful for
the purpose of  performing an audit of the business of the  Citicasters  Station
and certifying  financial  statements and financial  information pursuant to the
provisions  of Section  6.2(d),  and (y) American or its  accountants  deemed by
Citicasters  or its  Representatives  necessary  or useful  for the  purpose  of
performing  an audit of the  business of the American  Stations  and  certifying
financial  statements  and financial  information  pursuant to the provisions of
Section 6.3(d), and (iii) such other information concerning any of the foregoing
as American or Citicasters shall reasonably request. All non-public  information
furnished  pursuant  to the  provisions  of this  Agreement,  including  without
limitation this Section,  will be kept  confidential  and shall not, without the
prior written consent of the party disclosing such information,  be disclosed by
the other party in any manner

                                      -24-


<PAGE>



whatsoever,  in whole or in part,  and,  except as  required by  Applicable  Law
(including without  limitation in connection with any registration  statement or
similar  document filed pursuant to any federal or state  securities  Law) shall
not be used for any purposes, other than in connection with the Exchange and the
other  Transactions.  Except as otherwise herein provided,  each party agrees to
reveal such  information only to those of its  Representatives  or other Persons
who  need to know  such  the  information  for the  purpose  of  evaluating  and
consummating  the  Exchange and the other  Transactions  who are informed of the
confidential nature of such information. From and after the Closing, each of the
parties  shall  not,  without  the prior  written  consent  of the other  party,
disclose any information  remaining in its possession with respect to the Assets
and Stations  conveyed by it pursuant to the  Exchange  and no such  information
shall be used for any purposes,  other than in connection  with the Exchange and
the other Transactions or to the extent required by Applicable Law.

         (b)  Notwithstanding  the provisions of Section 5.1(a),  each party may
disclose  such  information  as it may  reasonably  determine to be necessary in
connection with seeking all Governmental and Private  Authorizations  or that is
required by Applicable Law to be disclosed,  including without limitation in any
registration  statement or other document required to be filed under any federal
or state  securities  Law. In the event that this  Agreement  is  terminated  in
accordance  with its terms,  each party shall promptly  redeliver all non-public
written  material  provided  pursuant to this Section or any other  provision of
this  Agreement  or  otherwise  in  connection  with the  Exchange and the other
Transactions and shall not retain any copies, extracts or other reproductions in
whole or in part of such  written  material  other than one copy  thereof  which
shall be delivered to independent counsel for such party.

         (c) No investigation pursuant to this Section or otherwise shall affect
any  representation  or  warranty  in this  Agreement  of  either  party  or any
condition to the obligations of the parties hereto.

         5.2      Agreement to Cooperate.

         (a) Each of the parties  hereto shall use reasonable  business  efforts
(x) to take,  or cause to be taken,  all actions and to do, or cause to be done,
all things necessary, proper or advisable under Applicable Law to consummate the
Exchange  and make  effective  the other  Transactions,  and (y) to refrain from
taking, or cause to be taken, any action and to refrain from doing or causing to
be done, any thing which could impede or impair the consummation of the Exchange
or the making  effective  of the other  Transactions,  including,  in all cases,
without limitation using its reasonable business efforts (i) to prepare and file
with the applicable  Authorities as promptly as practicable  after the execution
of this Agreement all requisite  applications and amendments  thereto,  together
with related  information,  data and exhibits,  necessary to request issuance of
orders approving the Exchange and the other  Transactions by all such applicable
Authorities,  each of which must be obtained or become  Final Orders in order to
satisfy the  condition  applicable  to it set forth in Section  6.1(c),  (ii) to
obtain all necessary or appropriate  waivers,  consents and approvals,  (iii) to
effect all necessary  registrations,  filings and submissions (including without
limitation,  if required,  filings  within ten (10) business days of the date of
this Agreement  under the  Hart-Scott-Rodino  Act and all filings  necessary for
American  and  Citicasters  to own and operate the  Citicasters  Station and the
American Stations, respectively), (iv) to lift any injunction or other legal bar
to the Exchange or any of the other  Transactions (and, in such case, to proceed
with the Exchange and the other

                                      -25-


<PAGE>



Transactions as expeditiously  as possible),  and (v) to obtain the satisfaction
of the conditions specified in Article 6, including without limitation the truth
and  correctness as of the Closing Date as if made on and as of the Closing Date
of the  representations  and  warranties of such party and the  performance  and
satisfaction  as of the Closing  Date of all  agreements  and  conditions  to be
performed or satisfied by such party.  Without  limiting the  generality  of the
foregoing,  the parties  acknowledge  and agree that the  assignment  of the FCC
Licenses as  contemplated  by this Agreement is subject to the prior consent and
approval of the FCC.  Within ten (10) business  days  following the execution of
this  Agreement,  Citicasters  and American shall file with the FCC  appropriate
applications  for FCC Consents.  The parties shall  prosecute said  applications
with all reasonable  diligence and otherwise use reasonable  business efforts to
obtain  the grant of FCC  Consents  to such  applications  as  expeditiously  as
practicable.  If the FCC  Consents,  or any of them,  imposes any  condition  on
either party hereto,  such party shall use reasonable business efforts to comply
with such condition unless  compliance would have a material adverse effect upon
it. If  reconsideration  or judicial  review is sought  with  respect to any FCC
Consent,   Citicasters   and  American  shall  oppose  such  efforts  to  obtain
reconsideration  or judicial  review (but  nothing  herein shall be construed to
limit any party's right to terminate this  Agreement  pursuant to the provisions
of Section 7.1). Notwithstanding anything in this Agreement to the contrary, the
Exchange is  expressly  conditioned  upon the grant of the Final Order as to the
FCC Consents for the assignment of the FCC Licenses for the Stations without any
condition which would have a materially  adverse effect upon the party acquiring
such Stations.

         (b) The parties shall  cooperate with one another in the preparation of
all Returns, questionnaires, applications or other documents regarding any Taxes
or  transfer,  recording,  registration  or other fees which  become  payable in
connection with the Exchange and the other  Transactions that are required to be
filed on or before the Closing Date.

         (c) Citicasters shall cooperate and use its reasonable business efforts
to cause its independent  accountants to reasonably cooperate with American, and
at  American's  expense,  in order to enable  American to have  Citicasters  and
Citicasters' or American's  independent  accountants  prepare audited  financial
statements for the Citicasters Station described in Section 6.2(d).  Citicasters
represents and warrants that such financial  statements  will have been prepared
in accordance  with GAAP applied on a basis  consistent  with past practices and
will  present  fairly the  financial  condition  and results of operation of the
Citicasters   Station.   Without  limiting  the  generality  of  the  foregoing,
Citicasters agrees that it will (i) consent to the use of such audited financial
statements in any registration  statement or other document filed by American or
any of its  Affiliates  under the  Securities  Act or the  Exchange Act and (ii)
execute  and  deliver,  and cause its  officers  to execute  and  deliver,  such
"representation"  letters as are customarily delivered in connection with audits
and as American's or Citicasters' independent accountants may reasonably request
under  the  circumstances.  American  shall  cooperate  and use  its  reasonable
business  efforts to cause its independent  accountants to reasonably  cooperate
with Citicasters, and at Citicasters' expense, in order to enable Citicasters to
have American and American's or  Citicasters'  independent  accountants  prepare
audited and unaudited  financial  statements for the American Stations described
in  Section  6.3(d).  American  represents  and  warrants  that  such  financial
statements  will have been prepared in  accordance  with GAAP applied on a basis
consistent  with past practices and will present fairly the financial  condition
and  results  of  operation  of the  American  Stations.  Without  limiting  the
generality of the foregoing, American agrees that it will (i) consent to the use
of such financial

                                      -26-


<PAGE>



statements in any registration  statement or other document filed by Citicasters
(or any of its Affiliates) under the Securities Act or the Exchange Act and (ii)
execute  and  deliver,  and cause its  officers  to execute  and  deliver,  such
"representation"  letters as are customarily delivered in connection with audits
and as Citicasters' or American's independent accountants may reasonably request
under the circumstances.

         (d) The  parties  acknowledge  and agree  that they will in good  faith
continue discussions with regard to the negotiation, execution and delivery of a
time  brokerage  agreement  pursuant  to which  American  would time  broker the
Citicasters  Station  (the  "Citicasters  Station  TBA"),  and a time  brokerage
agreement  pursuant to which  Citicasters would time broker each of the American
Stations  (the  "American  Stations  TBA").  Anything in this  Agreement  to the
contrary notwithstanding, including without limitation any provision of Articles
3 and 4 and  Sections 6.2 and 6.3,  (i)  Citicasters  shall not be liable in any
respect to the extent any of its  representations  and  warranties  contained in
Article 3, and American  shall not be liable in any respect to the extent any of
its  representations  and  warranties  contained  in Article 4, are not true and
correct in any material  respect on and as of the Closing Date due solely to the
operation of the other party under the Citicasters  Station TBA and the American
Stations TBA, respectively, (ii) Citicasters and American shall not be liable in
any  respect  to the  extent  any of its  covenants  contained  in Article 5 are
breached in any material respect on and as of the Closing Date due solely to the
operation of the other party under the Citicasters  Station TBA and the American
Stations TBA,  respectively,  (iii) the conditions set forth in Sections  6.2(f)
and 6.3(f) shall not be deemed to be not  satisfied as a result of any action or
failure to act of American pursuant to the provisions of the Citicasters Station
TBA and of Citicasters  pursuant to the provisions of the American Stations TBA,
respectively,  and  (iv)  the  certificates  to be  delivered  to  American  and
Citicasters   pursuant  to  the   provisions  of  Section   6.2(c)  and  6.3(c),
respectively,  shall not be required to address any of such  representations and
warranties that are not true and correct in any material  respect or any of such
covenants  that are  breached in any  material  respect on and as of the Closing
Date due to the operation of the other party under the TBA Agreements.

         (e) Within  thirty  (30) days after the  execution  of this  Agreement,
American  shall,  at its expense,  (i)  commission a qualified  title company to
prepare and provide to  Citicasters a  preliminary  title report with respect to
the American  Real  Property  (the  "Preliminary  Title  Report"),  and promptly
provide a copy of the  Preliminary  Title Report to  Citicasters,  together with
complete copies of all documents relating to the title exceptions referred to in
the Preliminary Title Report and (ii) commission a qualified  surveyor (licensed
in New York) to prepare and provide to Citicasters hereto a survey ("Survey") of
the American  Real  Property  depicting  the  location of all title  exceptions.
Citicasters shall have the right to disapprove of any title exceptions or survey
exceptions  (whether nor not disclosed on the Preliminary Title Report) which in
its reasonable  business judgment have a material adverse impact on the title to
the American Real Property or its intended use and shall notify  American of any
such  disapproval  within ten (10)  business  days after its receipt of both the
Preliminary  Title Report and the Survey.  All title exceptions set forth in the
Preliminary  Title  Report  and  any  supplemental  reports  or  updates  to the
Preliminary  Title Report and not disapproved  within the time periods  provided
herein shall  constitute  "Permitted  Title  Exceptions".  Prior to the Closing,
American  shall,  at its expense,  remove or cause to be removed all disapproved
exceptions  relating to the American Real Property (the  "Disapproved  Matters")
or, in the alternative, obtain title insurance in a form reasonably satisfactory
to Citicasters insuring against the effect of

                                      -27-


<PAGE>



such  Disapproved  Matters;  provided,  however,  that  American  shall  not  be
obligated  to spend more than  $150,000  in its attempt to remove or insure over
any such Disapproved  Matters (other than monetary Liens which shall be required
to  be  removed  regardless  of  the  amount  thereof).  American  shall  notify
Citicasters  within  ten (10) days after  receipt  of the notice of  Disapproved
Matters  whether it intends to remove the same.  If American is unable to remove
or endorse over any such Disapproved Matters, or if American exercises its right
not to remove  one or more  Disapproved  Matters,  Citicasters  may elect (i) to
terminate  this  Agreement  or (ii) to  waive  such  Disapproved  Matters  (such
Disapproved  Matters shall then be deemed to be Permitted Title Exceptions),  in
which event  Citicasters shall receive a credit at the Closing in the amount (up
to the  positive  difference,  if any,  between (x)  $150,000 and (y) the amount
theretofore  expended by American  pursuant to the  provisions  of this  Section
5.2(e) ) reasonably  necessary to remove or endorse over the Disapproved Matters
or, if the Disapproved Matters cannot be removed or endorsed over, to compensate
it for the reduction in value of such American Real Property resulting from such
Disapproved Matters.

         (f) Within thirty (30) days after the execution of this Agreement, each
of American and  Citicasters  may, at its sole  expense,  commission a qualified
engineering  firm to conduct a Phase I  environmental  study of the  Citicasters
Real Property or the American  Real  Property,  respectively  (the study done by
American on such Citicasters  Real Property is hereinafter  called the "American
Study";  and the study done by  Citicasters  on the  American  Real  Property is
hereinafter  called the  "Citicasters  Study").  If American  promptly  notifies
Citicasters   in  writing   that  the  American   Study   discloses  a  material
environmental  liability  constituting  a  breach  of  the  representations  and
warranties  of  Citicasters  contained  in Section  3.15  without  regard to any
knowledge  qualifiers  contained  therein,  Citicasters  shall promptly commence
remedial  action  at its  expense  to cure  the  condition  giving  rise to such
liability and shall use its reasonable  business  efforts to cure such condition
prior to the Closing. If Citicasters  promptly notifies American in writing that
the Citicasters Study discloses a material environmental  liability constituting
a breach of the  representations and warranties of American contained in Section
4.15 without  regard to any knowledge  qualifiers  contained  therein,  American
shall  promptly  commence  remedial  action at its expense to cure the condition
giving rise to such liability and shall use its reasonable  business  efforts to
cure such condition prior to the Closing. Notwithstanding the foregoing, neither
American nor Citicasters  shall not obligated to spend more than $150,000 in its
attempt to cure such condition.  If,  notwithstanding  the use of its reasonable
business efforts, American or Citicasters is unable prior to the Closing to cure
any such  condition,  the party to whom the Real  Property  with  such  material
environmental  liability  is to be  conveyed  may  elect (i) to  terminate  this
Agreement  or (ii) to waive such  environmental  liability,  in which  event the
waiving  party  shall  receive a credit at the  Closing in the amount (up to the
positive difference, if any, between (x) $150,000 and (y) the amount theretofore
expended by the other party  pursuant to the provisions of this Section 5.2(f) )
reasonably   necessary  to  cure  such  environmental   liability  or,  if  such
environmental  liability  cannot be cured, to compensate it for the reduction in
value of such Real Property resulting from such environmental liability.

         (g) Within thirty (30) days after the execution of this Agreement, each
of American and Citicasters  may, at its sole expense,  do a study to determine,
to such party's reasonable satisfaction,  that services for utilities including,
without limitation,  water and sewer service, telephone service, electric and/or
gas service and sanitary services are sufficient to service the Citicasters Real
Property  or the  American  Real  Property,  as the  case  may be,  and any Real
Property subject to the American

                                      -28-


<PAGE>



Leases.  If either party notifies the other within such  thirty-day  period that
the utility service is not sufficient for its reasonable  needs,  then the party
receiving such notice shall promptly  commence remedial action at its expense to
cure such  insufficiency  and shall use its reasonable  business efforts to cure
such insufficiency prior to the Closing.  Notwithstanding the foregoing, neither
American nor Citicasters  shall not obligated to spend more than $150,000 in its
attempt  to  cure  such  insufficiency.  If,  notwithstanding  the  use  of  its
reasonable  business  efforts,  American or  Citicasters  is unable prior to the
Closing to cure any such insufficiency, the party to whom the Real Property with
such  insufficiency  is to be conveyed may elect to waive such  insufficiency in
which  event the  waiving  party  shall  receive a credit at the  Closing in the
amount (up to the positive difference,  if any, between (x) $150,000 and (y) the
amount  theretofore  expended by the other party  pursuant to the  provisions of
this Section 5.2(g)) reasonably necessary to cure such insufficiency or, if such
insufficiency  cannot be cured,  to  compensate it for the reduction in value of
such Real Property resulting from such insufficiency.

         (h) Within thirty (30) days after the execution of this Agreement, each
of American and  Citicasters  may, at its sole  expense,  commission a reputable
engineer to conduct an inspection of the Citicasters  Assets and or the American
Assets,  as the case may be (the  inspection done by American on the Citicasters
Assets is hereinafter called the "American Inspection";  and the inspection done
by Citicasters on the American  Assets is  hereinafter  called the  "Citicasters
Inspection"). If American notifies Citicasters in writing within such thirty-day
period that the American  Inspection  discloses a condition  that  constitutes a
breach of the representations of Citicasters contained in Section 3.5(b) or 3.7,
Citicasters  shall promptly  commence remedial action at its expense to cure the
condition and shall use its reasonable  business  efforts to cure such condition
prior to the Closing.  If Citicasters  notifies  American in writing within such
thirty-day  period that the  Citicasters  inspection  discloses a condition that
constitutes  a breach of the  representations  of American  contained in Section
4.5(b) or 4.7,  American shall promptly  commence remedial action at its expense
to cure the  condition  and, use its  reasonable  business  efforts to cure such
condition prior to the Closing.  Notwithstanding the foregoing, neither American
nor  Citicasters  shall not obligated to spend more than $150,000 in its attempt
to cure such condition.  If,  notwithstanding the use of its reasonable business
efforts, American or Citicasters is unable prior to the Closing to cure any such
condition,  the party to whom the Assets with such  condition are to be conveyed
may elect (i) to terminate  this Agreement or (ii) to waive such  condition,  in
which  event the  waiving  party  shall  receive a credit at the  Closing in the
amount (up to the positive difference,  if any, between (x) $150,000 and (y) the
amount  theretofore  expended by the other party  pursuant to the  provisions of
this Section  5.2(h) ) reasonably  necessary to cure such  condition or, if such
condition  cannot be cured,  to compensate it for the reduction in value of such
Real Property resulting from such condition.

         (i)   Anything  in  Sections   5.2(e)   through  (h)  to  the  contrary
notwithstanding,  in the event (a) the amount  required to remove or insure over
any Disapproved  Matters or cure any condition or  insufficiency  referred to in
those sections would be more than $150,000,  (b) the party required to remove or
insure  over  any  such  Disapproved  Matters  or cure  any  such  condition  or
insufficiency is not willing to spend the additional  amounts required to do so,
and (c) the other party is not willing to waive such matters,  the parties shall
negotiate in good faith in an effort to resolve the issues prior to  terminating
this Agreement.


                                      -29-


<PAGE>



         5.3 Public  Announcements.  Each  party  shall  consult  with the other
before issuing any press release or otherwise making any public  statements with
respect to this Agreement,  the Exchange or any other  Transaction and shall not
issue any such press release or make any such public statement without the prior
consent of the other,  which  consent  shall not be  unreasonably  withheld,  or
delayed or conditioned.  Notwithstanding the foregoing,  each party acknowledges
and agrees  that the other party may,  without  the prior  consent of the other,
issue such press  releases or make such public  statements as may be required by
Applicable Law, in which case, to the extent practicable, the party proposing to
make such press  release or public  statement  will  consult in advance with the
other  regarding  the  nature,  extent and form of such press  release or public
statement.

         5.4  Notification  of Certain  Matters.  Each party  shall give  prompt
notice  to the  other,  of the  occurrence  or  non-occurrence  of any Event the
occurrence  or  non-occurrence  of  which  would  be  likely  to  cause  (i) any
representation  or warranty  made by it contained  in this  Agreement  (and,  in
addition in the case of  American,  of Lincoln in the Lincoln  Agreement)  to be
untrue or inaccurate  in any respect such that one or more of the  conditions of
Closing  might not be satisfied,  or (ii) any  covenant,  condition or agreement
made  by it  contained  in this  Agreement  (and,  in  addition  in the  case of
American,  of Lincoln  in the  Lincoln  Agreement)  not to be  complied  with or
satisfied, or (iii) any change to be made in the Citicasters Disclosure Schedule
or the  American  Disclosure  Schedule,  as the case may be, in any respect such
that one or more of the  conditions of Closing  might not be satisfied,  and any
failure made by it (and, in addition in the case of American,  of Lincoln in the
Lincoln  Agreement)  to comply  with or  satisfy,  or be able to comply  with or
satisfy,  any covenant,  condition or agreement to be complied with or satisfied
by it  hereunder  (or  thereunder)  in any respect  such that one or more of the
conditions  of  Closing  might not be  satisfied;  provided,  however,  that the
delivery of any notice  pursuant to this  Section  shall not limit or  otherwise
affect the remedies available hereunder to the party receiving such notice.

         5.5 No  Solicitation.  Neither  party  shall,  nor shall it permit  any
Affiliate or any of its  Representatives  (including,  without  limitation,  any
investment banker,  broker,  finder,  attorney or accountant retained by it) to,
initiate,  solicit or facilitate,  directly or indirectly,  any inquiries or the
making of any proposal with respect to any  Alternative  Transaction,  engage in
any discussions or negotiations  concerning,  or provide to any other Person any
information  or data  relating to, it or any  Affiliate  for the purposes of, or
otherwise  cooperate in any way with or assist or participate  in, or facilitate
any inquiries or the making of any proposal which constitutes, or may reasonably
be  expected  to  lead  to,  a  proposal  to  seek  or  effect  any  Alternative
Transaction, or agree to or endorse any Alternative Transaction.  The provisions
of this Section shall apply to each of American's  Subsidiaries and Citicasters'
Subsidiaries.

         5.6 Conduct of Business by Citicasters  Pending the Closing.  Except as
otherwise  contemplated  by this  Agreement,  and  subject  to  American's  time
brokering  of  the  Citicasters  Station  pursuant  to  the  provisions  of  the
Citicasters  Station TBA, after the date hereof and prior to the Closing Date or
earlier termination of this Agreement,  unless American shall otherwise agree in
writing,  Citicasters  shall,  and shall cause its  Subsidiaries,  to the extent
relating to the Citicasters Station or the Citicasters Assets, to:


                                                      -30-


<PAGE>



                  (a) conduct  their  respective  businesses in the ordinary and
         usual course of business and consistent with past practice;

                  (b) use all  reasonable  business  efforts to preserve  intact
         their respective  business  organizations and goodwill,  keep available
         the  services of their  respective  present  general  managers,  on-air
         personalities  and other key  employees,  and preserve the goodwill and
         business  relationships  with  customers  and  others  having  business
         relationships  with them and not  engage  in any  action,  directly  or
         indirectly,  with the  intent  to  adversely  affect  the  transactions
         contemplated by this Agreement;

                  (c) maintain with financially  responsible insurance companies
         insurance  on their  respective  tangible  assets and their  respective
         businesses  in such  amounts and  against  such risks and losses as are
         consistent with past practice;

                  (d) maintain  levels of  advertising,  marketing and promotion
         efforts and expenditures consistent with past practices;

                  (e) (i) operate the Citicasters Station in conformity with the
         Citicasters  FCC Licenses on a basis  consistent with past practice and
         any  special  temporary  authority  or program  test  authority  issued
         thereunder,  the  FCA  and  the  rules  and  regulations  of any  other
         Authority with jurisdiction over the Citicasters Station, and (ii) take
         all actions necessary to maintain the Citicasters FCC Licenses;

                  (f)  refrain  from  changing  the  frequency  or format of the
         Citicasters  Station or making any material  changes in the Citicasters
         Station's studio or other structures,  except to the extent required by
         the FCA or the rules and regulation of the FCC;

                  (g) not make any material changes in the broadcast hours or in
         the  percentage or types of  programming  broadcast by the  Citicasters
         Station,  or  make  any  other  material  changes  in  the  Citicasters
         Station's  programming  policies,  except  such  changes as in the good
         faith judgment of Citicasters are required by the public interest;

                  (h) not (i) dispose of any of the Citicasters  Assets owned by
         Citicasters or used in the operation of the Citicasters  Station (other
         than  for  the  disposition  in the  ordinary  course  of  business  of
         immaterial assets that are of no further use to the Citicasters Station
         or assets that are replaced with assets of like kind and quality); (ii)
         modify,  change in any  material  respect  or enter  into any  Material
         Agreement relating to the business of the Citicasters Station; or (iii)
         fail  to  maintain  the  Citicasters  Personal  Property  in  a  manner
         consistent  with  generally  accepted  standards  of  good  engineering
         practice and in a state of good repair and  maintenance  and  operating
         condition;

                  (i) notify  American  promptly  if the  Citicasters  Station's
         normal  broadcast  transmissions  are  interrupted  or impaired for (i)
         thirty (30) minutes or more daily for a period of five (5)  consecutive
         days or during  any seven (7) days  within  any  period of thirty  (30)
         consecutive  days (except for normal  maintenance)  or (ii) a period of
         six (6)  continuous  hours  or  more  and  promptly  take  any  actions
         reasonably requested to remedy promptly the same;

                                      -31-


<PAGE>



                  (j) not create, assume or permit to exist any Lien upon any of
         the  Citicasters  Assets or the  Citicasters  Station,  except  for (i)
         Permitted  Liens and (ii)  other  Liens,  if any,  set forth on Section
         3.5(b) of the  Citicasters  Disclosure  Schedule  (which Liens shall be
         released prior to Closing); and

                  (k) not waive any material right  relating to the  Citicasters
         Station.

         5.7  Conduct of Business by  American  Pending the  Closing.  Except as
otherwise  contemplated  by this  Agreement,  and subject to  Citicasters'  time
brokering of the American Stations pursuant to the American Stations TBA, unless
Citicasters  shall  otherwise  agree in  writing,  (i) after the date hereof and
prior  to the  consummation  of the  transactions  contemplated  by the  Lincoln
Agreement or the earlier  termination of this Agreement,  American shall, to the
extent  permitted by the Lincoln  Agreement,  cause  Lincoln,  and (ii) from and
after the date American  acquires the American Stations and prior to the Closing
Date or earlier  termination of this Agreement,  American shall, and shall cause
its Subsidiaries,  to the extent relating to any of the American Stations or the
American Assets, to:

                  (a) conduct  their  respective  businesses in the ordinary and
         usual course of business and consistent with past practice;

                  (b) use all  reasonable  business  efforts to preserve  intact
         their respective  business  organizations and goodwill,  keep available
         the  services of their  respective  present  general  managers,  on-air
         personalities  and other key  employees,  and preserve the goodwill and
         business  relationships  with  customers  and  others  having  business
         relationships  with them and not  engage  in any  action,  directly  or
         indirectly,  with the  intent  to  adversely  affect  the  transactions
         contemplated by this Agreement;

                  (c) maintain with financially  responsible insurance companies
         insurance  on their  respective  tangible  assets and their  respective
         businesses  in such  amounts and  against  such risks and losses as are
         consistent with past practice;

                  (d) maintain  levels of  advertising,  marketing and promotion
         efforts and expenditures consistent with past practices;

                  (e) (i) operate  each of the American  Stations in  conformity
         with the American FCC Licenses on a basis consistent with past practice
         and any special  temporary  authority or program test authority  issued
         thereunder,  the  FCA  and  the  rules  and  regulations  of any  other
         Authority with  jurisdiction over any of the American Stations and (ii)
         take all actions necessary to maintain the American FCC Licenses;

                  (f)  refrain  from  changing  the  frequency  or format of any
         American  Station  or  making  any  material  changes  in any  American
         Station's studio or other structures,  except to the extent required by
         the FCA or the rules and regulation of the FCC;

                  (g) not make any material changes in the broadcast hours or in
         the  percentage  or  types of  programming  broadcast  by the  American
         Stations, or make any other material

                                      -32-


<PAGE>



         changes in any of the American Stations's programming policies,  except
         such changes as in the good faith  judgment of American are required by
         the public interest;

                  (h) not (i)  dispose of any of the  American  Assets  owned by
         American  or  used in the  operation  of any of the  American  Stations
         (other than for the  disposition in the ordinary  course of business of
         immaterial  assets that are of no further use to such Station or assets
         that are replaced with assets of like kind and  quality);  (ii) modify,
         change in any  material  respect or enter into any  Material  Agreement
         relating to the business of any of the American Stations; or (iii) fail
         to maintain the American  Personal Property in a manner consistent with
         generally  accepted  standards  of good  engineering  practice and in a
         state of good repair and maintenance and operating condition;

                  (i) notify  Citicasters  promptly  if any  American  Station's
         normal  broadcast  transmissions  are  interrupted  or impaired for (i)
         thirty (30) minutes or more daily for a period of five (5)  consecutive
         days or during  any seven (7) days  within  any  period of thirty  (30)
         consecutive  days (except for normal  maintenance)  or (ii) a period of
         six (6)  continuous  hours  or  more  and  promptly  take  any  actions
         reasonably requested to remedy promptly the same;

                  (j) not create, assume or permit to exist any Lien upon any of
         the  American  Assets or any of the American  Stations,  except for (i)
         Permitted  Liens and (ii)  other  Liens,  if any,  set forth on Section
         4.5(a) or 4.5(b) of the American Disclosure Schedule (which Liens shall
         be released prior to Closing); and

                  (k) not waive any  material  rights  relating to the  American
         Stations.

         5.8 Risk of Loss. The risk of loss or damage to any of the Assets prior
to the Closing Date, which is not the responsibility at the time of such loss or
damage of the  acquiring  party under the express terms of the  applicable  TBA,
shall be upon the  transferring  party.  In the event of any such loss or damage
for which a  transferring  party is  responsible,  it shall repair,  replace and
restore any such damaged or lost Asset  substantially  to its prior condition as
soon as possible and in no event later than forty-five (45) days (or such longer
period as is reasonable under the  circumstances)  following the loss or damage;
provided,  however,  that in the event  any such  loss or  damage of the  Assets
exists on the Closing Date,  then,  notwithstanding  any other provision of this
Agreement,  the  acquiring  party at is option may extend the Closing Date for a
period of up to sixty (60) days until such time as the transferring  party shall
have   repaired,   replaced   and  restored  any  such  damaged  or  lost  Asset
substantially  to its prior  condition;  alternatively,  at the  request  of the
acquiring  party,  the parties  shall  negotiate  in good faith to  determine an
equitable adjustment in the terms of the Exchange (including the payment of cash
by the  transferring  party) to cover any such loss or damage and consummate the
Exchange on the Closing Date.




                                      -33-


<PAGE>



                                    ARTICLE 6

                               CLOSING CONDITIONS

         6.1 Conditions to Obligations of Each Party to Effect the Exchange. The
respective  obligations  of each party to effect the Exchange  shall,  except as
hereinafter provided in this Section, be subject to the satisfaction at or prior
to the  Closing  Date of the  following  conditions,  any or all of which may be
waived by written  agreement of the parties hereto,  in whole or in part, to the
extent permitted by Applicable Law:

                  (a) The acquisition of the American Stations,  pursuant to the
         consummation of the transactions contemplated by the Lincoln Agreement,
         shall have  occurred  without the waiver by  American  of any  material
         condition  to such  consummation  which  could have a material  adverse
         effect on the American  Stations or the American Assets,  unless either
         (i)  American   shall  have  agreed  to  indemnify  and  hold  harmless
         Citicasters  with respect to the  consequences  of such waiver on terms
         reasonably  satisfactory  to American and  Citicasters,  or (ii) in the
         event the subject matter of such waiver is such that indemnification is
         not capable of  providing  Citicasters  with  substantially  comparable
         benefits it would have received had such waiver not been required,  the
         parties  shall  have  agreed  to an  adjustment  in  the  terms  of the
         Exchange, which they agree to negotiate in good faith;

                  (b) As of the Closing  Date,  no Legal Action shall be pending
         before or  threatened  in writing by any  Authority  seeking to enjoin,
         restrain,  prohibit or make illegal or to impose any materially adverse
         conditions in connection with, the consummation of the Exchange and the
         other Transactions, or which might, in the reasonable business judgment
         of  American  or  Citicasters,  have a material  adverse  effect on the
         Assets and  Stations  to be  acquired  by it, it being  understood  and
         agreed that a written  request by any  Authority for  information  with
         respect to the  Exchange or any other  Transaction,  which  information
         could be used in connection with such Legal Action, shall not in itself
         be deemed to be a threat of any such Legal Action; and

                  (c) All authorizations, consents, waivers, orders or approvals
         required  to be obtained  from all  Authorities,  and all  Governmental
         Filings  required  to be made by  American  and  Citicasters  with  any
         Authority,  prior to the  consummation  of the  Exchange  and the other
         Transactions, shall have been obtained from, and made with, the FCC and
         all  other  required  Authorities,   except  for  such  authorizations,
         consents, waivers, orders, approvals, filings,  registrations,  notices
         or  declarations  the  failure  to obtain  or make  would  not,  in the
         reasonable  business  judgment of each of the parties,  have a material
         adverse effect on the Assets and Stations being acquired by such party.
         Without  limiting the  generality of the  foregoing,  (i) the FCC shall
         have issued all necessary consents and approvals in connection with the
         transactions contemplated by this Agreement, the same shall have become
         Final Orders, and any conditions precedent to the effectiveness of such
         Final  Orders which are  specified  therein  shall have been  satisfied
         without any  materially  adverse  effect upon the party  acquiring such
         Stations,  and (ii) (A) Final  Judgments  shall have been  entered with
         respect to each of the  American  Consent  Decree  and the  Citicasters
         Consent Decree and

                                      -34-


<PAGE>



         (B) the U.S.  Department  of Justice  shall have  approved the Exchange
         pursuant to such Final Judgments.

         Anything in this Section or elsewhere in this Agreement to the contrary
notwithstanding,

                  (i) In the event  American  is  unwilling  to  consummate  the
         acquisition of the American  Stations pursuant to the Lincoln Agreement
         because of a breach of  warranty  or  misrepresentation  on the part of
         Lincoln or the failure of Lincoln to perform any of its  obligations or
         agreements  thereunder  or to satisfy one or more of the  conditions to
         American's obligations to consummate such acquisition (any such breach,
         misrepresentation  or failure  being  herein  referred to as a "Lincoln
         Breach"),  and  Citicasters  desires  American  to waive  such  Lincoln
         Breach, whether or not the same could have a material adverse effect on
         American,  American shall be obligated to waive such Lincoln Breach and
         to consummate  such  acquisition  in the event  Citicasters  shall have
         agreed  (x) to  waive  the  comparable  provisions  of  this  Agreement
         (without any  adjustment in the amount or form of  consideration  to be
         exchanged  hereunder),  and  (y) (i) to  indemnify  and  hold  harmless
         American  with  respect  to the  consequences  of such  waiver on terms
         reasonably  satisfactory  to American  and  Citicasters  or (ii) in the
         event the subject matter of such waiver is such that indemnification is
         not  capable  of  providing  American  with  substantially   comparable
         benefits it would have received had such waiver not been required,  the
         parties shall have agreed to a monetary or other payment by Citicasters
         to American, which they agree to negotiate in good faith.; and

                  (ii)  American  shall not  consent to the  termination  of the
         Lincoln  Agreement  without the prior  written  consent of  Citicasters
         which  consent  shall  not   unreasonably   be  withheld,   delayed  or
         conditioned.

         6.2 Conditions to Obligations of the American  Parties.  The obligation
of the  American  Parties  to  effect  the  Exchange  shall  be  subject  to the
satisfaction of the following  conditions,  any or all of which may be waived by
American in writing,  in whole or in part, to the extent permitted by Applicable
Law:

                  (a) Citicasters  shall have delivered or cause to be delivered
         to American all of the Collateral Documents required to be delivered by
         Citicasters to the American Parties at or prior to the Closing pursuant
         to the terms of this  Agreement;  such  Collateral  Documents  shall be
         reasonably  satisfactory  in form,  scope and substance to American and
         its  counsel;  and  American  and its counsel  shall have  received all
         information and copies of all documents,  including without  limitation
         lien  searches  and records of  corporate  proceedings,  which they may
         reasonably  request  in  connection  therewith,  such  documents  where
         appropriate to be certified by proper corporate officers;

                  (b)  Citicasters   shall  have  furnished   American  and,  at
         American's request, any bank or other financial  institution  providing
         credit to American, with favorable opinions,  dated the Closing Date of
         Graydon,  Head &  Ritchey,  counsel  for  Citicasters,  and of  Hogan &
         Hartson,  L.L.P.,  FCC counsel for Citicasters,  in each case, in form,
         scope and substance reasonably satisfactory to the parties;


                                      -35-


<PAGE>



                  (c)  The   representations   and   warranties  of  Citicasters
         contained in this  Agreement  shall be true and correct in all material
         respects at and as of the  Closing  Date with the same force and effect
         as though made on and as of such date except  those which speak as of a
         certain  date which  shall  continue  to be true and correct as of such
         date on the Closing Date; each and all of the covenants, agreements and
         conditions to be performed or satisfied by Citicasters  hereunder at or
         prior to the Closing  Date shall have been duly  performed or satisfied
         in all material respects; and Citicasters shall have furnished American
         with such certificates and other documents evidencing the truth of such
         representations  and warranties and the  performance or satisfaction of
         the  covenants,  agreements  and  conditions as American or its counsel
         shall have reasonably requested;

                  (d) To the  extent  required  of  American  by  Rule  3-05  of
         Regulation S-X under the Securities  Act,  American shall have received
         (i) from its or  Citicasters'  independent  accountants a report (which
         shall be unqualified as to the scope of the audit,  access to the books
         and  records  and  the  cooperation  of  management)  on the  financial
         statements  (consisting  of balance sheets for each of the fiscal years
         ended  December 31, 1995 and 1996 and statements of operations and cash
         flow for each of the three years in the period ended December 31, 1996)
         of the Citicasters Station,  which financial statements shall have been
         prepared  in  conformity   with  GAAP  and  Regulation  S-X  under  the
         Securities Act, or (ii) from  Citicasters  such  documentation as shall
         enable American's independent accountants to advise American in writing
         that they could issue such an unqualified report;

                  (e) All authorizations, consents, waivers, orders or approvals
         required to be obtained  pursuant to the  provisions of this  Agreement
         from all Persons (other than Authorities)  prior to the consummation of
         the Exchange and the other  Transactions,  including without limitation
         those required in order to vest fully in American all right,  title and
         interest in and to all of the  Citicasters  Assets and the  Citicasters
         Station  and the full  enjoyment  thereof  shall  have  been  obtained,
         without  the  imposition,  individually  or in  the  aggregate  of  any
         condition or requirement  which could  materially  adversely affect the
         Citicasters Assets or the Citicasters Station; provided,  however, that
         with respect to Citicasters Assumable Agreements the parties agree that
         they will in good faith discuss and determine  which of the Citicasters
         Assumable   Agreements   are  so  material  to  the  operation  of  the
         Citicasters  Station and therefore  with respect to which a third party
         consent to the  assignment  thereof  will be required as a condition to
         Closing,  and the same shall be  identified  on Schedule  6.2(e) of the
         Citicasters  Disclosure  Schedule  (with  respect  to  any  Citicasters
         Assumable  Agreement  not  so  identified  on  Schedule  6.2(e)  of the
         Citicasters  Disclosure  Schedule,  Citicasters  shall  use  reasonable
         efforts to obtain any required  third party  consents to the assignment
         thereof as requested by American,  but obtaining such consent shall not
         be a condition to Closing);

                  (f) Between the date of this  Agreement  and the Closing Date,
         there shall not have  occurred and be continuing  any material  adverse
         change in the Citicasters Assets or the Citicasters  Station; as of the
         Closing Date, the FCC Licenses with respect to the Citicasters  Station
         shall not have been  materially  and adversely  affected by any act, or
         failure to act, of Citicasters; and


                                      -36-


<PAGE>



                  (g)  Citicasters  and  American  shall have entered into (i) a
         real  estate  lease with  respect to the  Citicasters  Station  current
         studio site at 1906  Highland  Avenue,  Cincinnati,  Ohio (the  "Studio
         Lease"),  and (ii) a real  estate  lease  with  respect to space on the
         Citicasters  tower site (the  "Tower  Lease"),  and Jacor and  American
         shall have entered into a right of first refusal agreement with respect
         to certain real property located on McFarland Avenue, Cincinnati,  Ohio
         (the  "First  Refusal  Agreement"),  in each case,  in form,  scope and
         substance  reasonably  satisfactory to the parties,  including  without
         limitation  embodying the terms and  conditions set forth in the Letter
         of Intent with respect thereto.

         6.3  Conditions  to  Obligations  of  Citicasters.  The  obligation  of
Citicasters to effect the Exchange shall be subject to the  satisfaction  of the
following  conditions,  any or all of which  may be  waived  by  Citicasters  in
writing, in whole or in part, to the extent permitted by Applicable Law:

                  (a) The American  Parties shall have  delivered or cause to be
         delivered to Citicasters all of the Collateral Documents required to be
         delivered by the  American  Parties to  Citicasters  at or prior to the
         Closing  pursuant  to the  terms  of this  Agreement;  such  Collateral
         Documents shall be reasonably satisfactory in form, scope and substance
         to Citicasters  and its counsel;  and Citicasters and its counsel shall
         have received all  information  and copies of all documents,  including
         without limitation lien searches and records of corporate  proceedings,
         which  they  may  reasonably  request  in  connection  therewith,  such
         documents  where  appropriate  to  be  certified  by  proper  corporate
         officers;

                  (b) The American Parties shall have furnished Citicasters and,
         at  Citicasters'  request,  any  bank of  other  financial  institution
         providing  credit to  Citicasters  or any  Subsidiary,  with  favorable
         opinions,  dated the Closing Date of Sullivan & Worcester LLP,  counsel
         for the American Parties,  and of Dow, Lohnes & Albertson,  FCC counsel
         for the American  Parties,  in each case, in form,  scope and substance
         reasonably satisfactory to the parties;

                  (c) The representations and warranties of the American Parties
         contained in this  Agreement  shall be true and correct in all material
         respects at and as of the  Closing  Date with the same force and effect
         as though made on and as of such date except  those which speak as of a
         certain  date  which  shall  continue  to be true  and  correct  in all
         material  respects  as of  such  date on the  Closing  Date  (it  being
         acknowledged  that  any  representation  or  warranty  of the  American
         Parties which is qualified by or includes the phrase "as of the time of
         the  consummation  of the  transactions  contemplated  by  the  Lincoln
         Agreement" or similar  phrase does not speak as of a certain date,  and
         shall be true and  correct in all  material  respects  at and as of the
         Closing Date with the same force and effect as though made on and as of
         such date); each and all of the covenants, agreements and conditions to
         be performed or satisfied by the American Parties hereunder at or prior
         to the Closing Date shall have been duly  performed or satisfied in all
         material  respects;  and the  American  Parties  shall  have  furnished
         Citicasters with such  certificates and other documents  evidencing the
         truth of such  representations  and warranties  and the  performance or
         satisfaction of the covenants, agreements and conditions as Citicasters
         or its counsel shall have reasonably requested;


                                      -37-


<PAGE>



                  (d) To the  extent  required  of  American  by  Rule  3-05  of
         Regulation  S-X  under  the  Securities  Act,  Citicasters  shall  have
         received (i) from its or  American's  independent  accountants a report
         (which shall be unqualified as to the scope of the audit, access to the
         books and records and the  cooperation  of management) on the financial
         statements  (consisting  of balance sheets for each of the fiscal years
         ended  December 31, 1995 and 1996 and statements of operations and cash
         flow for each of the three years in the period ended December 31, 1996)
         of the American  Stations,  which financial  statements shall have been
         prepared  in  conformity   with  GAAP  and  Regulation  S-X  under  the
         Securities Act, or (ii) from the American Parties such documentation as
         shall enable Citicasters' independent accountants to advise Citicasters
         in writing that they could issue such an unqualified report;

                  (e) All authorizations, consents, waivers, orders or approvals
         required to be obtained  pursuant to the  provisions of this  Agreement
         from all Persons (other than Authorities)  prior to the consummation of
         the Exchange and the other  Transactions,  including without limitation
         those required in order to vest fully in Citicasters  all right,  title
         and  interest in and to all of the  Americans  Assets and the  American
         Stations  and the full  enjoyment  thereof  shall  have been  obtained,
         without  the  imposition,  individually  or in  the  aggregate,  of any
         condition or requirement  which could  materially  adversely affect the
         Americans Assets and the American  Stations;  provided,  however,  that
         with respect to Americans  Assumable  Agreements the parties agree that
         they will in good faith  discuss and  determine  which of the Americans
         Assumable  Agreements are so material to the operation of the Americans
         Stations and  therefore  with respect to which a third party consent to
         the assignment thereof will be required as a condition to Closing,  and
         the  same  shall be  identified  on  Schedule  6.3(e)  of the  American
         Disclosure  Schedule (with respect to any American Assumable  Agreement
         not  so  identified  on  Schedule  6.3(e)  of the  American  Disclosure
         Schedule,  American shall use reasonable efforts to obtain any required
         third  party  consents  to  the  assignment  thereof  as  requested  by
         Citicasters,  but  obtaining  such consent  shall not be a condition to
         Closing);

                  (f) Between the date of this  Agreement  and the Closing Date,
         there shall not have  occurred and be continuing  any material  adverse
         change in the  American  Assets  or the  American  Stations;  as of the
         Closing Date,  the FCC Licenses  with respect to the American  Stations
         shall not have been  materially  and adversely  affected by any act, or
         failure to act, of Lincoln or the American Parties.


                                    ARTICLE 7

                        TERMINATION, AMENDMENT AND WAIVER

         7.1 Termination.  This Agreement may be terminated at any time prior to
the Closing Date:

                  (a)      by mutual consent of Citicasters and American; or


                                      -38-


<PAGE>



                  (b) by either  American or  Citicasters  if (i) any  permanent
         injunction,   decree  or  judgment  by  any  Authority  preventing  the
         consummation of the Exchange shall have become final and  nonappealable
         or (ii) the Lincoln Agreement is terminated; or

                  (c) by Citicasters in the event Citicasters is not in material
         breach of its  agreements and covenants set forth in this Agreement and
         none  of its  representations  or  warranties  shall  have  become  and
         continue  to be untrue in any  material  respect,  and  either  (i) the
         Exchange has not been consummated prior to the Termination Date or (ii)
         either of the American  Parties is in material breach of its agreements
         or covenants set forth in this Agreement or any of its  representations
         or  warranties  shall  have  become  and  continue  to be untrue in any
         material  respect  and such  breach or untruth  exists and is not cured
         within the cure period specified in this Section; or

                  (d) by American in the event  neither of the American  Parties
         is in material breach of its agreements and covenants set forth in this
         Agreement and none of their  representations  or warranties  shall have
         become and  continue to be untrue in any material  respect,  and either
         (i) the Exchange has not been consummated prior to the Termination Date
         or  (ii)  Citicasters  is in  material  breach  of  its  agreements  or
         covenants set forth in this Agreement or any of its  representations or
         warranties  shall have become and continue to be untrue in any material
         respect and such breach or untruth  exists and is not cured  within the
         cure period specified in this Section; or

                  (e) by  Citicasters  pursuant  to the  provisions  of  Section
         5.2(e) or by American or  Citicasters  pursuant  to the  provisions  of
         Section 5.2(f) or (h); or

                  (f) by American  pursuant to the provisions of Section 9.16(a)
         or Citicasters pursuant to the provisions of Section 9.16(b).

Neither  party shall have the right to terminate  this  Agreement as a result of
the other  party's  breach or default  unless the  terminating  party shall have
given the  defaulting  party thirty (30)  business  days to cure the default (or
such longer period not in excess of an  additional  thirty (30) business days as
is, in the reasonable business judgment of the parties,  reasonably necessary to
effect  such  cure  so long as the  defaulting  party  is  proceeding  with  due
diligence and best efforts to effect such cure);  provided,  however,  that such
cure period shall not extend the Termination Date.

         The term "Termination  Date" shall mean December 31, 1997 or such other
date as the parties may, from time to time, mutually agree.

         The right of  American  or  Citicasters  to  terminate  this  Agreement
pursuant to this  Section  shall remain  operative  and in full force and effect
regardless of any investigation made by or on behalf of either party, any Person
controlling any such party or any of their  respective  Representatives  whether
prior to or after the execution of this Agreement.

         7.2 Effect of  Termination.  Except as provided  in Sections  5.1 (with
respect to  confidentiality),  5.3 and 9.3 and this Section, in the event of the
termination  of this  Agreement  pursuant to Section 7.1, this  Agreement  shall
forthwith become void, there shall be no liability on

                                      -39-


<PAGE>



the part of  either  party,  or any of their  respective  Affiliates  (including
stockholders,  officers,  directors or  Representatives  ), to the other and all
rights and obligations of either party shall cease; provided, however, that such
termination   shall  not  relieve  (a)  either  party  from  liability  for  any
misrepresentation  or breach of any of its  warranties,  covenants or agreements
set forth in this Agreement or (b) American from liability to Citicasters in the
event the Lincoln Agreement is terminated  because of any  misrepresentation  or
breach by  American  of any of its  representations,  warranties,  covenants  or
agreements set forth in the Lincoln Agreement.


                                    ARTICLE 8

                                 INDEMNIFICATION

         8.1 Survival.  Except as otherwise  provided in Section  2.2(d) and the
last sentence of Section 5.1(a) to the effect that the provisions of Section 2.2
and  of  such  sentence,   respectively,   shall  survive  the  Closing  without
limitation,  and except with  respect to  obligations  and  liabilities  assumed
pursuant to the American  Assumable  Agreements  and the  Citicasters  Assumable
Agreements,  the  representations,  warranties,  covenants and agreements of the
parties  contained  in or made  pursuant  to this  Agreement  or any  Collateral
Document shall survive the Closing and shall remain  operative and in full force
and effect for a period of (a) two (2) years after the  Closing  Date or (b) the
applicable  statute of  limitations  in the case of matters  arising  out of any
breach referred to in Sections  2.3(a),  2.3(b),  3.1(a),  3.1(b),  3.10,  3.15,
4.1(a),  4.1(b), 4.10, 4.15 and 5.2(c) (the "Indemnity  Period"),  regardless of
any investigation or statement as to the results thereof made by or on behalf of
any party  hereto.  No claim for  indemnification,  other  than with  respect to
fraud,   may  be  asserted  after  the  expiration  of  the  Indemnity   Period.
Notwithstanding  anything herein to the contrary, any representation,  warranty,
covenant  and  agreement  which is the  subject of a Claim  which is asserted in
writing  prior to the  expiration  of the  Indemnity  Period shall  survive with
respect  to such  Claim or any  dispute  with  respect  thereto  until the final
resolution thereof.

         8.2 Indemnification.  Each party (the "indemnifying party") agrees that
on and after the Closing it shall  indemnify  and hold  harmless the other party
(the "indemnified party") from and against any and all damages,  claims, losses,
expenses,  costs,  obligations and  liabilities,  including  without  limitation
liabilities for all reasonable  attorneys',  accountants'  and experts' fees and
expenses  including those incurred to enforce the terms of this Agreement or any
Collateral Document (collectively,  "Loss and Expense"),  suffered,  directly or
indirectly, by the indemnified party by reason of, or arising out of:

                  (a) any  breach  of  representation  or  warranty  made by the
         indemnifying  party  pursuant  to  this  Agreement  or  any  Collateral
         Document or any failure by the indemnifying party to perform or fulfill
         any of its  respective  covenants  or  agreements  set  forth  in  this
         Agreement or any Collateral Document; or

                  (b) any  Legal  Action  or  other  Claim  by any  third  party
         relating to the  indemnifying  party or the  ownership or operations of
         any of its Assets or the conduct of the business of its Stations to the
         extent such Legal Action or other Claim has also resulted in

                                      -40-


<PAGE>



         a breach  of  representation  or  warranty  by the  indemnifying  party
         pursuant to this Agreement or any Collateral Document; or

                  (c)  the  American  Nonassumed  Liabilities  (in  the  case of
         American being the indemnifying  party) and the Citicasters  Nonassumed
         Liabilities (in the case of Citicasters being the indemnifying  party),
         including without limitation any Legal Action or other Claim brought or
         asserted by any third party; or

                  (d) the  failure to comply with the Bulk Sales Law, if any, of
         the State of New York (in the case of American  being the  indemnifying
         party)  or the  State  of Ohio (in the case of  Citicasters  being  the
         indemnifying party).

         8.3 Limitation of Liability.  Notwithstanding the provisions of Section
8.2, after the Closing,  each  indemnifying  party's  rights to  indemnification
shall be subject to the following  limitations:  (i) the indemnified party shall
be  entitled to recover its Loss and Expense in respect of any Claim only in the
event  that the  aggregate  Loss and  Expense  for all  Claims  exceeds,  in the
aggregate,  $150,000,  in which event the indemnified party shall be entitled to
recover  all such Loss and  Expense,  and (ii) in no event  shall the  aggregate
amount required to be paid by each indemnifying party pursuant to the provisions
of this Section exceed $2,000,000, except for any Loss or Expense arising out of
matters of a nature  referred to in  Sections  3.1(b) and 4.1(b) as to which the
limitations set forth in this clause (ii) shall not apply. The provisions of the
immediately preceding sentence of this Section with respect to the limitation on
each  indemnifying  party's  obligation  to indemnify the  indemnified  party in
respect of Loss and  Expense  shall not be  applicable  to any claims  which are
based on fraud or willful or intentional breach of representation or warranty.
         8.4 Notice of Claims.  If an  indemnified  party  believes  that it has
suffered or incurred  any Loss and  Expense,  it shall  notify the  indemnifying
party promptly in writing,  and in any event within the  applicable  time period
specified in Section 8.1, describing such Loss and Expense,  all with reasonable
particularity  and containing a reference to the provisions of this Agreement in
respect of which such Loss and Expense shall have occurred.  If any Legal Action
is  instituted  by a third  party  with  respect to which an  indemnified  party
intends  to claim any  liability  or  expense  as Loss and  Expense  under  this
Article,  such indemnified party shall promptly notify the indemnifying party of
such Legal Action, but the failure to so notify the indemnifying party shall not
relieve such indemnifying party of its obligations under this Article, except to
the  extent  such  failure to notify  materially  prejudices  such  indemnifying
party's ability to defend against such Claim.

         8.5 Defense of Third Party Claims.  The  indemnifying  party shall have
the right to  conduct  and  control,  through  counsel  of their  own  choosing,
reasonably  acceptable to the indemnified party, any third party Legal Action or
other Claim, but the indemnified party may, at its election,  participate in the
defense thereof at its sole cost and expense; provided, however, that if (a) the
indemnifying  party shall fail to defend any such Legal Action or other Claim or
(b) the  indemnified  party shall have been advised by counsel that there may be
one or more  legal  defenses  available  to it which  are  different  from or in
addition to those  available to the  indemnifying  party,  then the  indemnified
party may defend, through counsel of its own choosing,  reasonably acceptable to
the  indemnifying  party,  such Legal Action or other Claim,  and (so long as it
gives the indemnifying  party at least fifteen (15) days' notice of the terms of
the  proposed  settlement  thereof and permits  the  indemnifying  party to then
undertake the defense thereof) settle such Legal Action

                                      -41-


<PAGE>



or other Claim and to recover the amount of such  settlement  or of any judgment
and the reasonable costs and expenses of such defense.  The  indemnifying  party
shall not  compromise or settle any such Legal Action or other Claim without the
prior  written  consent of the  indemnified  party,  which  consent shall not be
unreasonably withheld, delayed or conditioned.

         8.6  Exclusive  Remedy.  Except for fraud or as  otherwise  provided in
Section 9.5, the indemnification  provided in this Article shall be the sole and
exclusive  post-Closing remedy available to either party against the other party
for any Claim under this Agreement.


                                    ARTICLE 9

                               GENERAL PROVISIONS

         9.1  Amendment.  This Agreement may be amended from time to time by the
parties  hereto at any time prior to the Closing Date but only by an  instrument
in writing signed by the parties hereto.

         9.2 Waiver. At any time prior to the Closing Date, except to the extent
not permitted by Applicable Law, American or Citicasters may extend the time for
the performance of any of the obligations or other acts of the other,  waive any
inaccuracies in the representations and warranties of the other contained herein
or in any document  delivered pursuant hereto, and waive compliance by the other
with any of the agreements,  covenants or conditions  contained herein. Any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed by the party or parties to be bound thereby.

         9.3 Fees, Expenses and Other Payments. All costs and expenses, incurred
in connection  with any transfer  taxes,  sales taxes,  document stamps or other
charges levied by any Authority in connection with this Agreement,  the Exchange
and the other  Transactions,  shall be borne by American insofar as they related
to the American  Stations and the American Assets and by Citicasters  insofar as
they relate to the Citicasters  Station and the Citicasters  Assets.  All filing
and similar fees (including without limitation Hart-Scott-Rodino filings and FCC
filing fees) shall be borne equally by American and Citicasters. All other costs
and expenses  incurred in connection with this  Agreement,  the Exchange and the
other  Transactions,  and in compliance  with  Applicable Law and Contracts as a
consequence   hereof  and  thereof,   including  without   limitation  fees  and
disbursements  of counsel,  financial  advisors and accountants  incurred by the
parties  hereto  shall be borne  solely  and  entirely  by the  party  which has
incurred such costs and expenses.

         9.4  Notices.  All  notices  and  other  communications  which  by  any
provision of this Agreement are required or permitted to be given shall be given
in  writing  and shall be (a)  mailed by  first-class  or  express  mail,  or by
recognized  courier  service,  postage  prepaid,  (b) sent by  telex,  telegram,
telecopy  or other form of rapid  transmission,  confirmed  by mailing (by first
class or express  mail,  or by  recognized  courier  service,  postage  prepaid)
written  confirmation at substantially the same time as such rapid transmission,
or (c)  personally  delivered  to the  receiving  party  (which if other than an
individual  shall be an  officer  or other  responsible  party of the  receiving
party). All such notices and communications  shall be mailed,  sent or delivered
as follows:

                                      -42-


<PAGE>



         (a)      If to American:

                  116 Huntington Avenue
                  Boston, Massachusetts 02116
                  Attention:   Steven B. Dodge,
                               President and Chief Executive Officer
                  Telecopier No.:  (617) 375-7575

                  with a copy to:

                  Sullivan & Worcester LLP
                  One Post Office Square
                  Boston, Massachusetts 02109
                  Attention:  Norman A. Bikales, Esq.
                  Telecopier No.:  (617) 338-2880

         (b)      If to Citicasters:

                  201 East 5th Street, Suite 1300
                  Cincinnati, OH  45202
                  Attention: Randy Michaels, President
                  Telecopier No.: (513) 621-1300

                  with a copy to:

                  Graydon, Head & Ritchey
                  1900 Fifth Third Center
                  511 Walnut Street
                  Cincinnati, OH 45202
                  Attention: John Kropp, Esq.
                  Telecopier No.: (513) 651-3836

or to such other person(s),  telex or facsimile  number(s) or address(es) as the
party to receive any such communication or notice may have designated by written
notice to the other party.

         9.5  Specific  Performance;  Other  Rights  and  Remedies.  Each  party
recognizes and agrees that in the event the other party should refuse to perform
any of its  obligations  under this  Agreement or any Collateral  Document,  the
remedy at law would be inadequate and agrees that for breach of such provisions,
each party shall,  in addition to such other  remedies as may be available to it
at law or in equity or as  provided  in Article  7, be  entitled  to  injunctive
relief and to enforce its rights by an action for  specific  performance  to the
extent permitted by Applicable Law. Each party hereby waives any requirement for
security  or the  posting  of any bond or other  surety in  connection  with any
temporary or permanent award of injunctive, mandatory or other equitable relief.
Nothing  herein  contained  shall be  construed as  prohibiting  each party from
pursuing any other  remedies  available to it pursuant to the provisions of, and
subject to the  limitations  contained  in,  this  Agreement  for such breach or
threatened breach.


                                      -43-


<PAGE>



         9.6  Severability.  If any term or provision of this Agreement shall be
held or deemed  to be, or shall in fact be,  invalid,  inoperative,  illegal  or
unenforceable  as  applied  to  any  particular  case  in  any  jurisdiction  or
jurisdictions,  or in  all  jurisdictions  or  in  all  cases,  because  of  the
conflicting of any provision with any  constitution or statute or rule of public
policy or for any other reason,  such circumstance  shall not have the effect of
rendering the provision or provisions in question invalid, inoperative,  illegal
or unenforceable in any other  jurisdiction or in any other case or circumstance
or of rendering any other  provision or  provisions  herein  contained  invalid,
inoperative,  illegal or  unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution,  statute or rule
of public policy, but this Agreement shall be reformed and construed in any such
jurisdiction or case as if such invalid,  inoperative,  illegal or unenforceable
provision had never been contained herein and such provision reformed so that it
would be valid,  operative and  enforceable to the maximum  extent  permitted in
such jurisdiction or in such case.  Notwithstanding the foregoing,  in the event
of any such  determination  the  effect  of which is to  affect  materially  and
adversely either party, the parties shall negotiate in good faith to modify this
Agreement  so as to effect  the  original  intent of the  parties  as closely as
possible to the fullest  extent  permitted by  Applicable  Law in an  acceptable
manner to the end that the Exchange and the other Transactions are fulfilled and
consummated to the maximum extent possible; provided, however, that in the event
the parties are unable to reach  agreement  within a reasonable  period of time,
under the circumstances, with respect to such modification, this Agreement shall
terminate and be of no further force and effect.

         9.7   Counterparts.   This   Agreement   may  be  executed  in  several
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same  instrument,  binding upon all of the
parties. In pleading or proving any provision of this Agreement, it shall not be
necessary to produce more than one of such counterparts.

         9.8 Section Headings.  The headings contained in this Agreement are for
reference  purposes  only  and  shall  not in any  way  affect  the  meaning  or
interpretation of this Agreement.

         9.9  Governing  Law. The  validity,  interpretation,  construction  and
performance of this Agreement  shall be governed by, and construed in accordance
with,  the  applicable  laws of the United States of America and the laws of the
State of New York  applicable to contracts made and performed in such State and,
in any event,  without giving effect to any choice or conflict of laws provision
or rule that would cause the  application  of domestic  substantive  laws of any
other jurisdiction.  Anything in this Agreement to the contrary notwithstanding,
including  without  limitation  the provisions of Article 8, in the event of any
dispute  between the parties  which results in a Legal  Action,  the  prevailing
party shall be entitled to receive from the non-prevailing  party  reimbursement
for reasonable legal fees and expenses incurred by such prevailing party in such
Legal Action.

         9.10 Further Acts. Each party agrees that at any time, and from time to
time, before and after the consummation of the transactions contemplated by this
Agreement,  it  will do all  such  things  and  execute  and  deliver  all  such
Collateral  Documents  and other  assurances,  as any other party or its counsel
reasonably  deems  necessary  or  desirable  in order to carry out the terms and
conditions of this  Agreement  and the  transactions  contemplated  hereby or to
facilitate  the enjoyment of any of the rights  created  hereby or to be created
hereunder.

                                      -44-


<PAGE>



         9.11 Entire  Agreement.  This  Agreement  (together with the Disclosure
Schedules and the other Collateral Documents delivered in connection  herewith),
constitutes  the  entire  agreement  of the  parties  and  supersedes  all prior
agreements and undertakings,  both written and oral,  between the parties,  with
respect to the subject matter hereof, including, except as otherwise provided in
Section 6.2(g), without limitation that certain letter of intent, dated November
5, 1996, between the parties (the "Letter of Intent").

         9.12 Assignment. This Agreement shall not be assignable by either party
and any such  assignment  shall be null and void,  except that it shall inure to
the benefit of and by binding  upon any  successor  to any party by operation of
law,  including by way of merger,  consolidation or sale of all or substantially
all of its assets,  and each party may assign its rights and remedies  hereunder
to any bank or other financial  institution  which has loaned funds or otherwise
extended  credit to it.  Without  limiting  the  generality  of the  immediately
preceding  sentence,  in the event that either  party finds it  necessary  or is
required to provide to a third  party a  collateral  assignment  of their or its
interest in this Agreement and/or any Collateral Documents, the other party will
cooperate with either the party  requesting such assignment and any third party,
including  but not  limited  to  signing a consent  and  acknowledgment  of such
assignment.

         9.13  Parties in  Interest.  This  Agreement  shall be binding upon and
inure  solely to the  benefit of each  party,  and  nothing  in this  Agreement,
express or implied,  is  intended to or shall  confer upon any Person any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement,
except as otherwise provided in Section 9.12.

         9.14 Mutual Drafting. This Agreement is the result of the joint efforts
of the American  Parties and  Citicasters,  and each  provision  hereof has been
subject to the mutual consultation, negotiation and agreement of the parties and
there shall be no  construction  against any party based on any  presumption  of
that party's involvement in the drafting thereof.

         9.15 American Agent for American License. Anything in this Agreement to
the  contrary  notwithstanding,  American  License  hereby  grants  American  an
irrevocable power of attorney and hereby irrevocably appoints American its agent
for all purposes of this Agreement, including without limitation for the purpose
of executing and delivering extensions of the time for the performance of any of
the  obligations  or  other  acts  of  Citicasters,   waivers,  terminations  or
amendments,  and any action taken by American pursuant to such power of attorney
and agency,  and any such extension,  waiver,  termination or amendment executed
and delivered by American, shall be binding upon American License whether or not
it has  specifically  approved such action or executed such  extension,  waiver,
termination or amendment.

         9.16     Disclosure Schedules.

         (a) Citicaster will deliver to American, on or before January 10, 1997,
the Citicasters  Disclosure  Schedule and all related  documents  required to be
delivered by Citicasters pursuant to Article 3 of this Agreement. American shall
be  permitted,  for a  period  commencing  upon  its  receipt  of the  completed
Citicasters  Disclosure  Schedule and related documents and terminating at 11:59
p.m. on January 27, 1997, to terminate this  Agreement,  if (i) the  Citicasters
Disclosure  Schedule  reveals any  condition of which the  American  Parties are
unaware as of the date of this Agreement

                                      -45-


<PAGE>



and/or any breaches of Citicasters' representations, warranties and/or covenants
hereunder  (without  regard to matters set forth in the  Citicasters  Disclosure
Schedule),  which unknown conditions and/or breaches in the aggregate would have
a  material  adverse  effect  on the  value  of the  Citicasters  Assets  or the
Citicasters  Station  or  on  the  American  Parties'  ability  to  operate  the
Citicasters  Station as it is currently being operated,  or (ii) the parties are
unable to agree upon which Citicasters Material Agreements with respect to which
a third-party  consent to the assignment  thereof will be a condition to Closing
pursuant to the provisions of Section 6.2(e).

         (b) American will deliver to Citicasters on or before January 10, 1997,
the  American  Disclosure  Schedule  and all  related  documents  required to be
delivered by American pursuant to Article 4 of this Agreement. Citicasters shall
be permitted, for a period commencing upon its receipt of the completed American
Disclosure  Schedule  and related  documents  and  terminating  at 11:59 p.m. on
January 27, 1997, to terminate this  Agreement,  if (i) the American  Disclosure
Schedule reveals any condition of which Citicasters is unaware as of the date of
this  Agreement  and/or any breaches of the American  Parties'  representations,
warranties  and/or covenants  hereunder  (without regard to matters set forth in
the American Disclosure  Schedule),  which unknown conditions and/or breaches in
the aggregate would have a material  adverse effect on the value of the American
Assets or the  American  Stations  or on  Citicasters'  ability to  operate  the
American Stations as they are currently being operated,  or (ii) the parties are
unable to agree upon which American Material  Agreements with respect to which a
third-party  consent to the  assignment  thereof  will be a condition to Closing
pursuant to the provisions of Section 6.3(e).



                                      -46-


<PAGE>



         IN WITNESS  WHEREOF,  American,  American  License and Citicasters have
caused this Agreement to be executed as of the date first written above by their
respective officers thereunto duly authorized.

                                    American Radio Systems Corporation


                                    By:_____________________________________
                                        Name:
                                        Title:


                                    American Radio Systems License Corp.


                                    By:_____________________________________
                                        Name:
                                        Title:


                                    Citicasters Co.


                                    By:______________________________________
                                        Name:
                                        Title:



                                      -47-


<PAGE>



                                                                      APPENDIX A

                                   DEFINITIONS

         Accounts  Receivable  shall mean any and all  rights to the  payment of
money or other forms of  consideration  of any kind at any time now or hereafter
owing  or  to be  owing  to  American  or  Citicasters,  as  the  case  may  be,
attributable  to the  sale of time or  talent  on one of its  Stations  (whether
classified under the Uniform Commercial Code of any state as accounts,  contract
rights, chattel paper, general intangibles or otherwise).

         adverse,  adversely,  shall mean any Event which has, or is  reasonably
likely to, (a) adversely affect the validity or enforceability of this Agreement
or the likelihood of consummation of the Exchange,  or (b) adversely  affect the
ownership or operation of the  Citicasters  Assets or the American Assets or the
conduct of the business of the Citicasters Station or the American Stations,  as
the case may be, or (c) impair  Citicasters' or American's,  as the case may be,
ability to fulfill its  obligations  under the terms of this  Agreement,  or (d)
adversely  affect the aggregate  rights and remedies of American or Citicasters,
as the case may be, under this  Agreement.  Notwithstanding  the foregoing,  and
anything in this Agreement to the contrary notwithstanding,  neither any general
business  or  economic  factor nor any Event  affecting  the radio  broadcasting
industry  generally  shall be deemed to  constitute an adverse  change,  have an
adverse effect or to adversely affect or effect.

         Affiliate, Affiliated shall mean, with respect to any Person, any other
Person at the time  directly or indirectly  controlling,  controlled by or under
direct or indirect common control with such Person.

         Agreement shall mean this Agreement as originally in effect,  including
this Appendix A, the American Disclosure  Schedule,  the Citicasters  Disclosure
Schedule and all exhibits  hereto,  and as any of the same may from time to time
be supplemented,  amended,  modified or restated in the manner herein or therein
provided.

         Alternative  Transaction  shall mean a transaction or series of related
transactions (other than the Exchange and the other  Transactions)  resulting in
(a) any merger or consolidation of either party, regardless of whether it is the
surviving  Entity  unless the  surviving  Entity  remains  obligated  under this
Agreement to the same extent as it was, or (b) any sale or other  disposition of
all or any substantial  part of the Assets owned by it or either of the Stations
owned or, in the case of American, to be owned by it.

         American shall have the meaning given to it in the Preamble.

         American  Accounts  Receivable  shall mean the Accounts  Receivables of
American  arising in  connection  with the  ownership or operation of any of the
American  Assets or the conduct of the business of any of the American  Stations
prior to the applicable Cut-off Date.

         American  Assets  shall mean (a) all assets used or held for use in the
ownership  or operation of or the conduct of the business of any of the American
Stations,  including without limitation the American Real Property, the American
Personal Property, the American Private Authorizations, the




<PAGE>



American Governmental  Authorizations (including without limitation the American
FCC  Licenses),  the  American  Intangible  Assets  and the  American  Assumable
Agreements,  and the logs,  public  files and other  books,  records,  files and
documents relating to any of the American  Stations,  but excluding the American
Excluded Assets, and (b) the sum of Sixteen Million Dollars ($16,000,000).

         American   Assumable   Agreements   shall  mean  the  American  Private
Authorizations,  the American  Trade  Agreements,  the  American  Leases and the
American Other Contracts.

         American Consent Decree shall have the meaning given to it in the third
Whereas paragraph.

         American   Disclosure  Schedule  shall  mean  the  American  Disclosure
Schedule  dated as of the  date of this  Agreement  delivered  by  American  and
American License to Citicasters.

         American  Employee  Plans shall have the meaning given to it in Section
4.11(a).

         American  Excluded Assets shall mean (i) all cash and cash  equivalents
of American (ii) all American Accounts Receivable,  (iii) the corporate names of
American,  and its books,  records and other documents relating to its corporate
existence,  organization  and  capitalization,  (iv) all  books and  records  of
American relating to any of the American Stations and which American is required
by  Applicable  Law to retain,  subject to the right of the other  party to have
access and to copy for a period of three (3) years from the  Closing  Date,  (v)
the  American  Employee  Plans,  (vi) all  insurance  policies  relating  to the
American  Assets,  (vii)  software  programs  and other  assets  used to provide
certain financial and accounting services for any of the American Stations,  and
(viii) any and all  products,  profits and  proceeds of, and  including  without
limitation any Claims with respect to, any of the foregoing.

         American FCC Licenses  shall have the meaning given to it in the second
Whereas paragraph.

         American  Financial  Statements  shall have the meaning  given to it in
Section 4.2(a).

         American Governmental Authorizations shall have the meaning given to it
in Section 4.7(a).

         American  Inspection  shall  have the  meaning  given to it in  Section
5.2(h).

         American  Intangible  Assets  shall  have  the  meaning  given to it in
Section 4.8.

         American Leases shall have the meaning given to it in Section 4.5(a).

         American License shall have the meaning given to it in the Preamble.

         American  Material  Agreements  shall have the  meaning  given to it in
Section 4.12.

         American  Nonassumed  Liabilities shall have the meaning given to it in
Section 2.3(b).

         American  Other  Contracts   shall  mean  (a)  all  American   Material
Agreements set forth on Section 4.12 of the American  Disclosure  Schedule,  (b)
all Contracts of American for the sale of time

                                       -2-


<PAGE>



on any American Station or on WNVE-AM (for which American sells on time pursuant
to a Joint Sales  Agreement)  for cash entered  into in the  ordinary  course of
business  consistent with prior  practice,  and (c) Contracts not required to be
listed  on  Section  4.12 of the  American  Disclosure  Schedule  that have been
entered into in the ordinary course of business.

         American  Owned Real  Property  shall have the  meaning  given to it in
Section 4.5(e).

         American Parties shall have the meaning given to it in the Preamble.

         American Personal  Property shall mean all items of Personal  Property,
used or  held  for use in the  ownership  or  operation  or the  conduct  of the
business of any of the American Stations.

         American Private  Authorizations shall mean all Private  Authorizations
obtained or held for use in the  ownership  or  operation  or the conduct of the
business of any of the American Stations.

         American  Proration  Schedule  shall  have the  meaning  given to it in
Section 2.3(e).

         American  Real  Property  shall have the meaning given to it in Section
4.5(a).

         American  Station  Employees  shall  have  the  meaning  given to it in
Section 4.11(b).

         American  Stations  shall  have the  meaning  given to it in the second
Whereas paragraph.

         American  Stations  TBA shall have the  meaning  given to it in Section
5.2(d).

         American Study shall have the meaning given to it in Section 5.2(f).

         American Trade  Agreements shall mean all Trade Agreements in effect on
the date hereof or entered  into on or prior to the Cut-Off  Date that relate to
the  ownership  or  operation  of or the  conduct of the  business of any of the
American Stations.

         American's knowledge (including the term "to the knowledge, information
and belief of American") means the actual knowledge of any executive  officer of
either of the American Parties or any General Manager of any American Station.

         Applicable Law shall mean any Law of any Authority, whether domestic or
foreign,  including  without  limitation  all federal and state  securities  and
Environmental  Laws,  to which a Person is  subject or by which it or any of its
business or  operations  is subject or any of its  property or assets is legally
bound.

         Appraisals shall have the meaning given to it in Section 2.2(a).

         Assets shall mean the  American  Assets in the case of American and the
Citicasters Assets in the case of Citicasters.


                                       -3-


<PAGE>



         Authority   shall   mean   any    governmental    authority,    whether
administrative,  executive,  judicial,  legislative or other, or any combination
thereof,  including without limitation any federal, state, territorial,  county,
municipal or other  government or governmental  agency,  arbitrator,  authority,
board,  body,  branch,  bureau,  central  bank or  comparable  agency or Entity,
commission, corporation, court, department,  instrumentality,  master, mediator,
panel, referee, system or other political unit or subdivision or other Entity of
any of the foregoing, whether domestic or foreign.

         Citicasters shall have the meaning given to it in the Preamble.

         Citicasters  Accounts Receivable shall mean the Accounts Receivables of
Citicasters  arising in connection with the ownership or operation of any of the
Citicasters  Assets or the conduct of the  business of the  Citicasters  Station
prior to the applicable Cut-off Date.

         Citicasters  Assets  shall mean all assets  used or held for use in the
ownership  or  operation  of or the conduct of the  business of the  Citicasters
Station by  Citicasters or any Entity  Affiliated  with  Citicasters,  including
without limitation the Citicasters  Personal Property,  the Citicasters  Private
Authorizations,  the Citicasters Governmental  Authorizations (including without
limitation the Citicasters FCC Licenses),  the Citicasters Intangible Assets and
the  Citicasters  Assumable  Agreements,  and the logs,  public  files and other
books,  records,  files and documents relating to the Citicasters  Station,  but
excluding the Citicasters Excluded Assets.

         Citicasters  Assumable  Agreements  shall mean the Citicasters  Private
Authorizations, the Citicasters Trade Agreements, the Citicasters Leases and the
Citicasters Other Contracts.

         Citicasters  Consent  Decree shall have the meaning  given to it in the
third Whereas paragraph.

         Citicasters  Disclosure Schedule shall mean the Citicasters  Disclosure
Schedule  dated as of the date of this  Agreement  delivered by  Citicasters  to
American.

         Citicasters  Employee  Plans  shall  have  the  meaning  given to it in
Section 3.11(a).

         Citicasters   Excluded   Assets  shall  mean  (i)  all  cash  and  cash
equivalents of Citicasters (ii) all Citicasters Accounts  Receivable,  (iii) the
corporate  names of  Citicasters,  and its books,  records  and other  documents
relating to its corporate existence,  organization and capitalization,  (iv) all
books and records of Citicasters  relating to the Citicasters  Station and which
Citicasters is required by Applicable Law to retain, subject to the right of the
other  party to have access and to copy for a period of three (3) years from the
Closing Date, (v) the Citicasters  Employee Plans,  (vi) all insurance  policies
relating to the  Citicasters  Assets,  (vii) assets  comprising  the traffic and
accounting computer systems),  (viii) software programs and other assets used to
provide  certain  financial and accounting  services for any of the  Citicasters
Stations, and (ix) any and all products,  profits and proceeds of, and including
without limitation any Claims with respect to, any of the foregoing.

         Citicasters  FCC  Licenses  shall have the  meaning  given to it in the
first Whereas paragraph.



                                       -4-


<PAGE>



         Citicasters  Financial Statements shall have the meaning given to it in
Section 3.2(a).

         Citicasters Governmental Authorizations shall have the meaning given to
it in Section 3.7(a).


         Citicasters  Inspection  shall have the meaning  given to it in Section
5.2(h).

         Citicasters  Intangible  Assets  shall have the meaning  given to it in
Section 3.8.

         Citicasters  Material  Agreements shall have the meaning given to it in
Section 3.12.

         Citicasters  Nonassumed  Liabilities shall have the meaning given to it
in Section 2.3(a).

         Citicasters  Other Contracts  shall mean (a) all  Citicasters  Material
Agreements set forth on Section 3.12 of the Citicasters Disclosure Schedule, (b)
all Contracts for the sale of time on the  Citicasters  Station for cash entered
into in the ordinary course of business consistent with prior practice,  and (c)
Contracts  not  required  to be  listed  on  Section  3.12  of  the  Citicasters
Disclosure  Schedule  that  have been  entered  into in the  ordinary  course of
business.

         Citicasters   Personal  Property  shall  mean  all  items  of  Personal
Property,  used or held for use in the  ownership or operation or the conduct of
the business of the Citicasters Station.

         Citicasters   Private    Authorizations    shall   mean   all   Private
Authorizations  obtained or held for use in the  ownership  or  operation or the
conduct of the business of the Citicasters Station.

         Citicasters  Proration  Schedule  shall have the meaning given to it in
Section 2.3(d).

         Citicasters Real Property shall have the meaning given to it in Section
3.5(a).

         Citicasters  Station  shall have the  meaning  given to it in the first
Whereas paragraph.

         Citicasters  Station  Employees  shall have the meaning  given to it in
Section 3.11(b).

         Citicasters  Station TBA shall have the meaning  given to it in Section
5.2(d).

         Citicasters Study shall have the meaning given to it in Section 5.2(f).

         Citicasters  Trade Agreements shall mean all Trade Agreements in effect
on the date hereof or entered  into on or prior to the Cut-Off  Date that relate
to  the  ownership  or  operation  of or the  conduct  of  the  business  of the
Citicasters Station.

         Citicasters'   knowledge   (including   the  term  "to  the  knowledge,
information  and  belief of  Citicasters")  means the  actual  knowledge  of any
Citicasters executive officer or any General Manager of the Citicasters Station.

         Cincinnati  Proration  Schedule  shall have the meaning  given to it in
Section 2.3(e).

                                       -5-


<PAGE>



         Claims  shall mean any and all Legal  Actions  and  claims,  pending or
threatened,   and  judgments  of  whatever  kind  and  nature   relating  debts,
liabilities,   obligations,  losses,  damages,  deficiencies,   assessments  and
penalties,   together  with  thereto,   and  all  fees,   costs,   expenses  and
disbursements  (including  without  limitation  reasonable  attorneys' and other
legal fees, costs and expenses) relating to any of the foregoing.

         Closing shall have the meaning given to it in Section 2.4.

         Closing Date shall have the meaning given to it in Section 2.4.

         Code shall mean the Internal  Revenue  Code of 1986,  and the rules and
regulations  thereunder,  all as from time to time in effect,  or any  successor
law,  rules or  regulations,  and any  reference to any  statutory or regulatory
provision  shall be deemed  to be a  reference  to any  successor  statutory  or
regulatory provision.

         Collateral  Document  shall mean the American  Stations  TBA, the First
Refusal  Agreement,  the  Citicasters  Station TBA, the Studio Lease,  the Tower
Lease,  the conveyancing  documents  required to vest in the acquiring party the
Assets and  Stations to be acquired  by it pursuant to the  Exchange  (including
without  limitation  a  General  Conveyance,   Bill  of  Sale,   Assignment  and
Assumption,  assignments and assumptions of the Citicasters Assumable Agreements
and American  Assumable  Agreements,  assignments  and assumptions of Intangible
Assets), and any agreement,  certificate,  contract, instrument, notice, opinion
or  other  document  required  to be  delivered  or  delivered  pursuant  to the
provisions of this Agreement or any of the foregoing.

         Collection Period shall have the meaning given to it in Section 2.5.

         Contract, Contractual Obligation shall mean any agreement, arrangement,
commitment,  contract, covenant,  indemnity,  undertaking or other obligation or
liability  which involves the ownership and operation of the American  Assets or
the  Citicasters  Assets or the conduct of the  business of any of the  American
Stations or the Citicasters Station.

         Control (including the terms  "controlled,"  "controlled by" and "under
common control with") means the possession, directly or indirectly or as trustee
or executor,  of the power to direct or cause the direction of the management or
policies of a Person,  or the disposition of such Person's assets or properties,
whether through the ownership of stock, equity or other ownership,  by contract,
arrangement or understanding,  or as trustee or executor,  by contract or credit
arrangement or otherwise.

         Cut-off Date shall mean (i) with respect to any Contract to be assigned
and the rights and  obligations to be assumed  pursuant to either TBA (including
all items of revenue and expense relating to such Contract),  the applicable TBA
Date for such TBA and (ii) in all other cases, the Closing Date.

         Disapproved  Matters  shall  have the  meaning  given to it in  Section
5.2(e).


                                       -6-


<PAGE>



         Disclosure  Schedule shall mean the American Disclosure Schedule or the
Citicasters Disclosure Schedule, as the case may be.

         Encumber  shall  mean  to  suffer,  accept,  agree  to  or  permit  the
imposition of a Lien.

         Entity shall mean any corporation,  firm, unincorporated  organization,
association,  partnership,  limited  liability  company,  trust  (inter vivos or
testamentary),  estate of a deceased, insane or incompetent individual, business
trust,  joint stock  company,  joint  venture or other  organization,  entity or
business,  whether acting in an individual,  fiduciary or other capacity, or any
Authority.

         Environmental Law shall mean any Law relating to or otherwise  imposing
liability or  standards of conduct  concerning  pollution or  protection  of the
environment,   including   without   limitation   Laws  relating  to  emissions,
discharges,  releases or  threatened  releases of Hazardous  Materials  into the
environment (including,  without limitation,  ambient air, surface water, ground
water,  land  surface  or  subsurface  strata)  or  otherwise  relating  to  the
manufacture,  processing,  generation,  distribution,  use, treatment,  storage,
disposal, cleanup, transport or handling of pollutants,  contaminants, chemicals
or industrial, toxic or hazardous substances, materials or wastes. Environmental
Laws shall include without limitation the Comprehensive  Environmental Response,
Compensation  and Liability Act (42 U.S.C.  Section 6901 et seq.), the Hazardous
Material  Transportation  Act (49 U.S.C.  Section  1801 et seq.),  the  Resource
Conservation  and  Recovery Act (42 U.S.C.  Section  6901 et seq.),  the Federal
Water Pollution Control Act (33 U.S.C.  Section 1251 et seq.), the Clean Air Act
(42 U.S.C.  Section 7401 et seq.), the Toxic  Substances  Control Act (15 U.S.C.
Section 2601 et seq.), the Occupational Safety and Health Act (29 U.S.C. Section
651 et seq.),  the Federal  Insecticide  Fungicide and Rodenticide Act (7 U.S.C.
Section 136 et seq.), and any analogous federal,  state, local or foreign, Laws,
and the rules and regulations promulgated thereunder all as from time to time in
effect,  and any  reference to any statutory or  regulatory  provision  shall be
deemed to be a reference to any successor statutory or regulatory provision.

         Environmental Permit shall mean any Governmental Authorization required
by or pursuant to any Environmental Law.

         ERISA shall mean the Employee  Retirement  Income Security Act of 1974,
and the rules and regulations thereunder, all as from time to time in effect, or
any successor law, rules or  regulations,  and any reference to any statutory or
regulatory  provision  shall  be  deemed  to be a  reference  to  any  successor
statutory or regulatory provision.

         Event  shall  mean the  existence  or  occurrence  of any act,  action,
activity,  circumstance,  condition,  event,  fact,  failure  to act,  omission,
incident or practice, or any set or combination of any of the foregoing.

         Exchange  shall  have the  meaning  given to it in the  fourth  Whereas
paragraph.

         Exchange Act shall mean the  Securities  Exchange Act of 1934,  and the
rules and  regulations  thereunder,  all as from time to time in effect,  or any
successor law, rules or regulations, and any

                                       -7-


<PAGE>



reference  to any  statutory  or  regulatory  provision  shall be deemed to be a
reference to any successor statutory or regulatory provision.

         FCA  shall  mean the  Communications  Act of 1934,  and the  rules  and
regulations  thereunder,  all as from time to time in effect,  or any  successor
law,  rules or  regulations,  and any  reference to any  statutory or regulatory
provision  shall be deemed  to be a  reference  to any  successor  statutory  or
regulatory provision.

         FCC shall mean the Federal Communications  Commission and shall include
any successor Authority.

         FCC  Consents  shall mean the  written  actions  of the FCC  (including
without  limitation  written  actions  of the FCC's  Mass  Media  Bureau  acting
pursuant to delegated  authority) granting its consents to the assignment of the
Citicasters  FCC  Licenses to American  License and the American FCC Licenses to
Citicasters.

         FCC Licenses shall mean all Governmental  Authorizations  issued by the
FCC in connection  with the ownership,  operation and conduct of the business of
the Citicasters Station and the American Stations, as the case may be.

         Final Order shall mean,  with  respect to any  consent,  order or other
action of any Authority,  including without limitation the FCC, one with respect
to which  no  appeal,  no stay,  no  review,  no  petition  or  application  for
rehearing, reconsideration,  review or stay, whether on motion of the applicable
Authority or other Person or otherwise,  is in effect or pending and as to which
the time or  deadline  for  filing  or taking  any such  stay,  review,  appeal,
petition or application has expired or, if filed, has been denied,  dismissed or
withdrawn, and the time or deadline for instituting any further Legal Action has
expired.

         First Refusal  Agreement  shall have the meaning given to it in Section
6.2(g).

         GAAP shall mean generally accepted  accounting  principles as in effect
from time to time in the United States of America.

         Governmental  Authorizations  shall  mean all  approvals,  concessions,
consents, franchises,  licenses, permits, registrations and other authorizations
of all Authorities (including without limitation the FCC Licenses) issued by the
FCC, the Federal Aviation  Administration  and any other Authority in connection
with the  ownership or operation of any of the Assets or conduct of the business
of any of the Stations.

         Governmental  Filings shall mean all filings,  including  franchise and
similar Tax filings, submissions, registrations, notices or declarations and the
payment of all fees,  assessments,  interest and penalties  associated with such
filings, with all Authorities.

         Hart-Scott-Rodino  Act  shall  mean  the  Hart-Scott-Rodino   Antitrust
Improvements Act of 1976, and the rules and regulations thereunder,  all as from
time to time in effect, or any successor

                                       -8-


<PAGE>



law, rules or regulations, and any reference to any such statutory or regulatory
provision  shall be deemed  to be a  reference  to any  successor  statutory  or
regulatory provision.

         Hazardous  Materials  shall mean and include any  substance,  material,
waste, constituent, compound, chemical, natural or man-made element or force (in
whatever state of matter):  (a) the presence of which requires  investigation or
remediation under any Environmental  Law, or (b) that is defined as a "hazardous
waste" "solid waste", "pollutant",  "contaminant" or "hazardous substance" under
any Environmental Law; or (c) that is toxic,  explosive,  corrosive,  etiologic,
flammable,  infectious,  radioactive,   carcinogenic,   mutagenic  or  otherwise
hazardous  and is  regulated  by any  applicable  Authority  or  subject  to any
Environmental Law; or (d) that poses or threatens to pose a hazard to the health
of  persons;  or (e) that  contains  gasoline,  diesel  fuel or other  petroleum
hydrocarbons,   or  any   by-products   or  fractions   thereof,   natural  gas,
polychlorinated   biphenyls  ("PCBs")  and  PCB-containing  equipment  or  other
radioactive  elements,  ionizing  radiation,  radio frequency  radiation,  lead,
asbestos or  asbestos-containing  materials  ("ACM"),  or urea formaldehyde foam
insulation.

         Indebtedness  shall mean,  with  respect to any Person,  (a) all items,
except  items of  capital  stock or of  surplus  or of  general  contingency  or
deferred tax reserves or any minority  interest in any Subsidiary of such Person
to the extent such interest is treated as a liability with indeterminate term on
the  consolidated  balance sheet of such Person,  which in accordance  with GAAP
would be included in  determining  total  liabilities  as shown on the liability
side of a balance sheet of such Person, (b) all obligations  secured by any Lien
to which any property or asset owned or held by such Person is subject,  whether
or not the obligation  secured  thereby shall have been assumed,  and (c) to the
extent not  otherwise  included,  all  Contractual  Obligations  of such  Person
constituting  capitalized leases and all obligations of such Person with respect
to Leases constituting part of a sale and leaseback arrangement.

         Indebtedness for Money Borrowed shall mean, with respect to any Person,
money borrowed and Indebtedness represented by notes payable and drafts accepted
representing   extensions  of  credit,  all  obligations   evidenced  by  bonds,
debentures,  notes or other similar instruments, the maximum amount currently or
at any time thereafter  available to be drawn under all  outstanding  letters of
credit  issued  for the  account of such  Person,  all  Indebtedness  upon which
interest  charges are  customarily  paid by such  Person,  and all  Indebtedness
(including  capitalized lease obligations)  issued or assumed as full or partial
payment  for  property  or  services,  whether  or not any such  notes,  drafts,
obligations or Indebtedness represent Indebtedness for money borrowed, but shall
not include (a) trade payables,  (b) expenses  accrued in the ordinary course of
business, or (c) customer advance payments and customer deposits received in the
ordinary course of business.

         Intangible  Assets shall mean all assets and property  lacking physical
properties the evidence of ownership of which must  customarily be maintained by
independent  registration,  documentation,  certification,  recordation or other
means,  and  shall  include,   without  limitation,   concessions,   copyrights,
franchises, license, permits and all Intellectual Property.

         Intellectual  Property  shall mean any and all  research,  information,
inventions,  designs,  procedures,  developments,   discoveries,   improvements,
patents and applications therefor, trademarks and applications therefor, service
marks, trade names copyrights and applications therefor, logos,

                                       -9-


<PAGE>



trade  secrets,  drawing,  plans,  systems,  methods,  specifications,  computer
software programs,  tapes, discs and related data processing software (including
without  limitation object and source codes) owned by such Person or in which it
has an ownership interest and all other manufacturing,  engineering,  technical,
research and development  data and know-how made,  conceived,  developed  and/or
acquired  by  such  Person,  which  relate  to the  manufacture,  production  or
processing of any products  developed or sold by such Person or which are within
the scope of or usable in connection with such Person's business as it may, from
time to time, hereafter be conducted or proposed to be conducted.

         Jacor shall mean Jacor Broadcasting Corporation, an Ohio corporation.

         Law shall mean any (a) administrative,  judicial,  legislative or other
action,  code,  consent  decree,  constitution,  decree,  directive,  enactment,
finding, guideline, law, injunction, interpretation, judgment, order, ordinance,
policy statement,  proclamation,  promulgation,  regulation,  requirement, rule,
rule of law, rule of public policy,  settlement  agreement,  statute, or writ of
any  Authority,  domestic or foreign;  (b) the common law; or (c)  arbitrator's,
mediator's or referee's award, decision,  finding or recommendation;  including,
in each such case or  instance,  any  interpretation,  directive,  guideline  or
request, whether or not having the force of law including, in all cases, without
limitation any particular section, part or provision thereof.

         Lease  shall mean any lease of  property,  whether  real,  personal  or
mixed, and all amendments thereto.

         Legal  Action  shall  mean,  with  respect to any  Person,  any and all
litigation   or   legal   or   other   actions,   arbitrations,   counterclaims,
investigations, proceedings, requests for material information by or pursuant to
the order of any Authority or suits, at law or in arbitration or equity.

         Letter of Intent shall have the meaning given to it in Section 9.11.

         Lien shall  mean any  mortgage;  lien  (statutory  or other);  or other
security  agreement,  arrangement  or interest;  hypothecation,  pledge or other
deposit arrangement;  assignment;  charge; levy; executory seizure;  attachment;
garnishment;  encumbrance  (including  any easement,  exception,  reservation or
limitation,  right of way, and the like);  conditional  sale, title retention or
other  similar  agreement,  arrangement,  device or  restriction;  preemptive or
similar right; any financing or capital lease involving  substantially  the same
economic  effect  as  any of  the  foregoing;  restriction  on  sale,  transfer,
assignment,  disposition or other alienation;  or any option,  equity,  claim or
right of or obligation to, any other Person, of whatever kind and character.

         Like-Kind  Exchange  shall  mean an  exchange  of assets of the  nature
contemplated by the provisions of Section 1031 of the Code.

         Lincoln  shall  have  the  meaning  given to it in the  second  Whereas
paragraph.

         Lincoln  Agreement  shall  have the  meaning  given to it in the second
Whereas paragraph

         Lincoln Breach shall have the meaning given to it in Section 6.1.

                                      -10-


<PAGE>



         Loss and Expense shall have the meaning given to it in Section 8.2.

         material or  materiality  for the  purposes of this  Agreement,  shall,
unless specifically stated to the contrary,  be determined without regard to the
fact  that  various  provisions  of this  Agreement  set forth  specific  dollar
amounts.

         Material  Agreement  shall  mean,  with  respect  to  any  Person,  any
Contractual  Obligation  which is in effect on the date  hereof  and (a) was not
entered  into in the ordinary  course of  business,  (b) was entered into in the
ordinary course of business which (i) involved annual consideration of more than
Ten Thousand Dollars  ($10,000) during any of the last three fiscal years,  (ii)
extends for more than three (3)  months,  or (iii) is not  terminable  on thirty
(30)  days  or  less  notice  without  penalty  or  other  continuing  financial
obligation,  (c) involves Indebtedness for Money Borrowed,  (d) is an employment
agreement,  (e) is or otherwise  constitutes a written agency,  broker,  dealer,
license, distributorship,  sales representative or similar written agreement, or
(f)  accounted  for more than three percent (3%) of the revenues of the American
Stations or the Citicasters  Station in any of the last three fiscal years or is
likely to account for more than three  percent  (3%) of revenues of the American
Stations or the Citicasters Station during the current fiscal year.

         Notice of  Disagreement  shall have the meaning  given to it in Section
2.3(d).

         Organic  Document  shall  mean,  with  respect  to a Person  which is a
corporation,  its certificate or articles of incorporation or organization,  its
by-laws and all stockholder  agreements,  voting trusts and similar arrangements
applicable to any of its capital stock.

         Permitted Liens shall mean (a) any mechanic's or materialmen's  Lien or
similar  Lien with respect to amounts not yet due and payable or which are being
contested in good faith by  appropriate  proceedings  and for which  appropriate
reserves have been  established,  (b) Liens for taxes not yet due and payable or
which are being  contested in good faith by  appropriate  proceeding,  for which
appropriate  reserves  have  been  established,  and  (c)  easements,  licenses,
covenants,  rights  of way  and  similar  Liens  which,  individually  or in the
aggregate,  would not materially and adversely affect the marketability or value
of the property  encumbered thereby or materially  interfere with the operations
of the  Stations,  it  being  understood  that any  Permitted  Liens of a nature
referred  to in clause (a) or (b)  shall,  to the extent  they may  involve  the
payment of money,  be taken into account in preparing the  Cincinnati  Proration
Schedule and the Rochester Proration Schedule.

         Person shall mean any natural individual or any Entity.

         Permitted  Title  Exceptions  shall  have  the  meaning  given to it in
Section 5.2(e).

         Personal  Property shall mean all of the machinery,  equipment,  tools,
vehicles, furniture, leasehold improvements,  office and studio equipment, spare
parts and other tangible  personal  property,  plus such  additions  thereto and
deletions  therefrom arising in the ordinary course of business between the date
hereof and the Closing Date.

         Preliminary  Title Report shall have the meaning given to it in Section
5.2(e).


                                      -11-


<PAGE>



         Private Authorizations shall mean all approvals, concessions, consents,
franchises,  licenses,  permits,  and other authorizations of all Persons (other
than Authorities) including without limitation those with respect to copyrights,
computer software programs,  patents,  service marks,  trademarks,  trade names,
technology and know-how.

         Pro Ratable Taxes shall mean real estate and other property  Taxes,  ad
valorem Taxes,  gross  receipts  Taxes and similar Taxes,  but shall not include
federal, state or local income Taxes, franchise Taxes or other Taxes measured by
or based upon income or gain on sale or other disposition of property or assets.

         Real Property shall mean all of the fee estates and buildings and other
improvements thereon, leasehold interest, easements, licenses, rights to access,
right-of- way, and other real property interest  (including  without  limitation
any of the  foregoing  relating to the towers,  transmitters,  studio  sites and
offices of the respective Stations).

         Referee shall have the meaning given to it in Section 2.3(d).

         Regulations  shall mean the federal income tax regulations  promulgated
under  the Code,  as such  Regulations  may be  amended  from time to time.  All
references  herein to specific  sections of the Regulations shall be deemed also
to refer to any  corresponding  provisions  of succeeding  Regulations,  and all
references  to  temporary  Regulations  shall  be  deemed  also to  refer to any
corresponding provisions of final Regulations.

         Representatives shall have the meaning given to it in Section 5.1(a).

         Rochester  Proration  Schedule  shall have the  meaning  given to it in
Section 2.3(d).

         SEC shall mean the United States Securities and Exchange Commission, or
any successor Authority.

         Securities Act shall mean the Securities Act of 1933, and the rules and
regulations of the SEC  thereunder,  all as from time to time in effect,  or any
successor  law,  rules or  regulations,  and any  reference to any  statutory or
regulatory  provision  shall  be  deemed  to be a  reference  to  any  successor
statutory or regulatory provision.

         Stations  shall mean,  collectively,  the  Citicasters  Station and the
American Stations.

         Studio Lease shall have the meaning given to it in Section 6.2(g).

         Survey shall have the meaning given to it in Section 5.2(e).

         Subsidiary shall mean, with respect to a Person,  any Entity a majority
of the capital stock  ordinarily  entitled to vote for the election of directors
of which,  or if no such voting stock is  outstanding,  a majority of the equity
interests of which, is owned directly or indirectly, legally or beneficially, by
such Person or any other Person controlled by such Person.


                                      -12-


<PAGE>


         Tax and Taxes (and "Taxable",  which shall mean subject to Tax),  shall
mean, with respect to any Person, (a) all taxes (domestic or foreign), including
without  limitation any income (net,  gross or other including  recapture of any
tax items such as investment  tax credits),  alternative  or add-on minimum tax,
gross income,  gross receipts,  gains,  sales,  use,  leasing,  lease,  user, ad
valorem, transfer,  recording,  franchise,  profits, property (real or personal,
tangible or  intangible),  fuel,  license,  withholding on amounts paid to or by
such  Person,  payroll,  employment,   unemployment,  social  security,  excise,
severance,  stamp,  occupation,  premium,  environmental or windfall profit tax,
custom,  duty or other  tax,  or other  like  assessment  or  charge of any kind
whatsoever, together with any interest, levies, assessments, charges, penalties,
addition to tax or additional  amount imposed by any Taxing  Authority,  (b) any
joint or several  liability of such Person with any other Person for the payment
of any  amounts of the type  described  in (a),  and (c) any  liability  of such
Person for the payment of any amounts of the type  described  in (a) as a result
of any express or implied obligation to indemnify any other Person.

         Tax  Claim  shall  mean any Claim  which  relates  to Taxes,  including
without  limitation  any Claim arising out of any breach of the  representations
and warranties set forth in Section 3.10 or 4.10.

         Tax Return or Returns shall mean all returns, consolidated or otherwise
(including without limitation  information  returns),  required to be filed with
any Authority with respect to Taxes.

         Taxing   Authority  shall  mean  any  Authority   responsible  for  the
imposition of any Tax.

         TBA Date  shall  mean the date when  operations  under  the TBAs  shall
become effective (or in the event such date is not the same for all of the TBAs,
the applicable date of such effectiveness).

         TBAs shall mean the American  Stations TBA and the Citicasters  Station
TBA, or the applicable one of such agreements.

         Termination Date shall have the meaning given to it in Section 7.1.

         Tower Lease shall have the meaning given to it in Section 6.2(g).

         Trade  Agreements  shall  mean  any  Contract  relating  to  any of the
Stations  pursuant to which  American or  Citicasters is required to provide air
time in exchange for property or services other than cash.

         Transactions  shall mean the Exchange and all of the other transactions
contemplated  by this  Agreement  to be  consummated  on or prior to the Closing
Date,  including without  limitation the execution,  delivery and performance of
the Collateral Documents.

         Valuation  Schedule  shall  have the  meaning  given  to it in  Section
2.2(b).



                                      -13-