EXHIBIT 10.20

                            ASSET EXCHANGE AGREEMENT

                                  By and Among

                       AMERICAN RADIO SYSTEMS CORPORATION

                      AMERICAN RADIO LICENSE SYSTEMS CORP.

                         LATIN COMMUNICATIONS GROUP INC.

                            EXCL COMMUNICATIONS, INC.

                                RADIO EXITO, INC.

                                       and

                              PORTLAND RADIO, INC.

                                   Dated as of

                                 April 17, 1997















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<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
<S>              <C>                                                                                            <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      Exchange Schedule; Appraisals; Tax Reporting....................................................3
         2.3      Assumption of Liabilities and Obligations. .....................................................4
         2.4      Closing Date....................................................................................7
         2.5      Accounts Receivable. ...........................................................................8

ARTICLE 3         REPRESENTATIONS AND WARRANTIES OF THE EXCL PARTIES..............................................9
         3.1      Organization and Business; Power and Authority; Effect of Transaction...........................9
         3.2      Financial and Other Information.  .............................................................10
         3.3      Changes in Condition...........................................................................11
         3.4      Material Statements and Omissions; Absence of Events; Materiality..............................11
         3.5      Title to Properties; Leases....................................................................11
         3.6      Compliance with Private Authorizations.........................................................13
         3.7      Compliance with Governmental Authorizations and Applicable Law.................................13
         3.8      Intangible Assets..............................................................................14
         3.9      Related Transactions...........................................................................15
         3.10     Insurance......................................................................................15
         3.11     Tax Matters....................................................................................15
         3.12     Employee Benefit Plans; EXCL Station Employees.................................................15
         3.13     Inapplicability of Specified Statutes..........................................................16
         3.14     Material Agreements............................................................................16
         3.15     Ordinary Course of Business....................................................................17
         3.16     Broker or Finder...............................................................................18
         3.17     Solvency.......................................................................................18
         3.18     Environmental Matters..........................................................................18
         3.20     Bulk Sales.....................................................................................19

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE AMERICAN PARTIES.................................................20
         4.1      Organization and Business; Power and Authority; Effect of Transaction..........................20
         4.2      Financial and Other Information.  .............................................................21
         4.3      Changes in Condition...........................................................................21
         4.4      Material Statements and Omissions; Absence of Events; Materiality..............................22
         4.5      Title to Properties; Leases....................................................................22
         4.6      Compliance with Private Authorizations.........................................................23
         4.7      Compliance with Governmental Authorizations and Applicable Law.................................24
         4.8      Intangible Assets..............................................................................25
         4.9      Related Transactions...........................................................................25
         4.10     Insurance......................................................................................26
         4.11     Tax Matters....................................................................................26
         4.12     Employee Benefit Plans; American Station Employees.............................................26
         4.13     Inapplicability of Specified Statutes..........................................................26

                                      

<PAGE>



         4.14     Material Agreements............................................................................27
         4.15     Ordinary Course of Business....................................................................27
         4.16     Broker or Finder...............................................................................28
         4.17     Solvency.......................................................................................28
         4.18     Environmental Matters..........................................................................29
         4.20     Bulk Sales.....................................................................................29

ARTICLE 5         COVENANTS......................................................................................31
         5.1      Access to Information; Confidentiality.........................................................31
         5.2      Agreement to Cooperate.........................................................................33
         5.3      Public Announcements...........................................................................35
         5.4      Notification of Certain Matters................................................................35
         5.5      No Solicitation................................................................................36
         5.6      Conduct of Business by the EXCL Parties Pending the Closing....................................36
         5.7      Conduct of Business by American Pending the Closing............................................38
         5.8      Risk of Loss...................................................................................39
         5.9      KINK Employees.................................................................................40

ARTICLE 6         CLOSING CONDITIONS.............................................................................40
         6.1      Conditions to Obligations of Each Party to Effect the Exchange.................................40
         6.2      Conditions to Obligations of the American......................................................41
         6.3      Conditions to Obligations of the EXCL Parties..................................................43

ARTICLE 7         TERMINATION, AMENDMENT AND WAIVER..............................................................46
         7.1      Termination....................................................................................46
         7.2      Effect of Termination..........................................................................47

ARTICLE 8         INDEMNIFICATION................................................................................47
         8.1      Survival. .....................................................................................47
         8.2      Indemnification................................................................................47
         8.3      Limitation of Liability........................................................................48
         8.4      Notice of Claims...............................................................................49
         8.5      Defense of Third Party Claims..................................................................49
         8.6      Exclusive Remedy...............................................................................49

ARTICLE 9         GENERAL PROVISIONS.............................................................................49
         9.1      Amendment......................................................................................49
         9.2      Waiver.........................................................................................49
         9.3      Fees, Expenses and Other Payments..............................................................50
         9.4      Notices........................................................................................50
         9.5      Specific Performance; Other Rights and Remedies................................................51
         9.6      Severability...................................................................................51
         9.7      Counterparts...................................................................................52
         9.8      Section Headings...............................................................................52
         9.9      Governing Law..................................................................................52
         9.10     Further Acts...................................................................................52

                                      -ii-

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         9.11     Entire Agreement...............................................................................52
         9.12     Assignment.....................................................................................53
         9.13     Parties in Interest............................................................................53
         9.14     Mutual Drafting................................................................................53
         9.15     American Agent for Other American Parties. ....................................................53
         9.16     EXCL Agent for Other EXCL Parties.  ...........................................................53
<CAPTION>

APPENDIX A:                    Definitions

EXHIBITS:
        <S>                   <C>

         EXHIBIT A-1:          Form of American Stations LMA (Section 5.2(d))
         EXHIBIT A-2:          Form of EXCL Stations LMA (Section 5.2(d))
         EXHIBIT B-1:          Form of Opinion for Counsel of the EXCL Parties (Section 6.2(b))
         EXHIBIT B-2:          Form of Opinion for FCC Counsel of the EXCL Parties (Section
                                   6.2(b))
         EXHIBIT C-1:          Form of Opinion for Counsel of the American Parties (Section 6.3(b))
         EXHIBIT C-2:          Form of Opinion for FCC Counsel of the American Parties (Section
                                   6.3(b))
</TABLE>


                                      -iii-

<PAGE>



                            ASSET EXCHANGE AGREEMENT

         This Asset Exchange  Agreement (this  "Agreement") is dated as of April
17,  1997,  by  and  among  American  Radio  Systems  Corporation,   a  Delaware
corporation  ("American"),  American  Radio Systems  License  Corp.,  a Delaware
corporation and a wholly-owned  subsidiary of American  ("American  License" or,
individually with American, an "American Party" and, collectively with American,
the "American Parties"),  on the one hand, and Latin Communications Group, Inc.,
a  Delaware  corporation  ("Latin"),  EXCL  Communications,  Inc.,  an  Illinois
corporation ("EXCL"), Radio Exito, Inc., a California corporation ("Exito"), and
Portland Radio, Inc., a Washington corporation ("Portland" or, individually with
Latin,  EXCL and Exito, an "EXCL Party" and,  collectively  with Latin, EXCL and
Exito, the "EXCL Parties"), on the other hand.

         WHEREAS,  Exito owns,  operates  and is the  licensee of radio  station
KBRG(FM) ("KBRG"),  Fremont,  California and Portland owns,  operates and is the
licensee of radio station KINK(FM) ("KINK"), Portland, Oregon (individually,  an
"EXCL  Station"  and  collectively,  the "EXCL  Stations")  pursuant to licenses
issued  by the FCC  (the  "KBRG  FCC  Licenses"  and the  "KINK  FCC  Licenses",
respectively, and collectively, the "EXCL FCC Licenses");

         WHEREAS,  American  owns  and  operates  and  American  License  is the
licensee of radio stations KBAY(FM) ("KBAY"),  San Jose, California and KSSJ(FM)
("KSSJ"), Shingle Springs,  California (individually,  an "American Station" and
collectively,  the "American  Stations")  pursuant to licenses issued by the FCC
(the  "KBAY  FCC  Licenses"  and the  "KSSJ  FCC  Licenses",  respectively,  and
collectively, "American FCC Licenses");

         WHEREAS,  (i) American License and Portland desire to exchange the KBAY
FCC Licenses for the KINK FCC Licenses and a portion of the EXCL Residual  Group
Assets, (ii) American License and Exito desire to exchange the KSSJ FCC Licenses
for the KBRG FCC Licenses and a portion of the EXCL Residual Group Assets, (iii)
American  and Portland  desire to exchange the KBAY Assets  (other than the KBAY
FCC  Licenses)  for the KINK  Assets  (other than the KINK FCC  Licenses)  and a
portion of the EXCL Residual Group Assets, and (iv) American and Exito desire to
exchange the KSSJ Assets  (other than the KSSJ FCC Licenses) for the KBRG Assets
(other  than the KBRG FCC  Licenses)  and a portion of the EXCL  Residual  Group
Assets (collectively, the "Exchange") on the terms and subject to the conditions
hereinafter set forth; and

         WHEREAS,  American has consented to the entry of a Final  Judgment with
the United States  Department of Justice,  dated February 27, 1997, with respect
to the disposition of KSSJ (the "American Consent Decree"); 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,  the American  Parties and the EXCL
Parties, intending to be legally bound, do hereby covenant and agree as follows:



<PAGE>

                                    ARTICLE 1

                                  DEFINED TERMS

         As used  herein,  unless  the  context  otherwise  requires,  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, unless the context otherwise  requires,  refer to
American and EXCL,  and shall  include,  any  Subsidiary  or other  Affiliate of
either thereof which is or becomes a party to this Agreement.


                                    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,  the American  Parties and the EXCL
Parties agree to cause the  exchange,  transfer and delivery on the Closing Date
of the EXCL Assets and the American  Assets,  free and clear of any Liens of any
nature  whatsoever  except  Permitted  Liens,  on the terms and  subject  to the
conditions set forth in this Agreement as follows:

                  (a) the KBRG Assets (other than the KBRG FCC Licenses) and the
         allocated  portion of the EXCL Residual  Group Assets will be exchanged
         by Exito with  American  for the KSSJ  Assets  (other than the KSSJ FCC
         Licenses),  and the KINK Assets  (other than the KINK FCC Licenses) and
         the  allocated  portion  of the  EXCL  Residual  Group  Assets  will be
         exchanged by Portland with American for the KBAY Assets (other than the
         KBAY FCC Licenses) (the "Asset Exchange"); and

                  (b) the KBRG FCC  Licenses  and the  allocated  portion of the
         EXCL  Residual  Group Assets will be  exchanged by Exito with  American
         License for the KSSJ FCC  Licenses,  and the KINK FCC  Licenses and the
         allocated  portion of the EXCL Residual  Group Assets will be exchanged
         by  Portland  with  American  License  for the KBAY FCC  Licenses  (the
         "License Exchange").

The Asset Exchange and the License  Exchange  insofar as they relate to (i) KBRG
and KSSJ is hereinafter sometimes referred to as the "KSSJ-KBRG  Exchange",  and

                                       -2-


<PAGE>

(ii)  KBAY and  KINK is  hereinafter  sometimes  referred  to as the  "KBAY-KINK
Exchange".  The parties  agree that,  for  purposes of the  foregoing,  the EXCL
Residual  Group Assets shall be  allocated  in their  entirety to the  KSSJ-KBRG
Exchange and none shall be allocated to the KBAY-KINK Exchange.

         2.2      Exchange Schedule; Appraisals; Tax Reporting.

         (a) The  American  Parties  and the EXCL  Parties  agree  that the fair
market value of each asset  included in the American  Assets and the EXCL Assets
will be determined on the basis of the appraisals (the  "Appraisals"),  prepared
by the firm of BIA  Consulting,  Inc.,  whose fee and expenses  shall be equally
borne by American and EXCL.  The parties  shall direct BIA  Consulting,  Inc. to
commence the  Appraisals  after the  expiration  or earlier  termination  of the
Hart-Scott-Rodino  Act waiting  period,  to deliver them as soon  thereafter  as
practicable  and to set forth in the  Appraisals  the fair market  value of each
asset  included in the American  Assets and the EXCL Assets.  The EXCL  Residual
Group Assets shall be valued as set forth in the definition thereof.

         (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 EXCL 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  for
purposes of determining the gain, if any, that may be recognized pursuant to the
provisions of Treas. Reg. ss.1.1031(j)-1(b)(3),  for purposes of determining the
basis of the properties  received in the Exchange  pursuant to the provisions of
Treas. Reg.  ss.1.1031(j)-1(c),  or for any other purpose,  and will prepare and
file all Tax Returns  and reports  related to the  Exchange,  including  without
limitation  those  required  under  Section  1031 or 1060 of the  Code  (and the
Treasury  Regulations  promulgated  under each  thereof)  and all  original  and
amended federal,  state and local income Tax Returns, on a basis consistent with
such valuations.  Each asset included in the EXCL Assets and each 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) in a manner that is consistent with the valuations and descriptions
set forth in the Valuation Schedule.

         (c) Each of the parties 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 Valuation  Schedule.  Each of the parties
shall  cooperate  with the  other  party in any and all  respects  necessary  to
maximize the amount of gain that may be deferred in a like-kind  exchange  under
the rules set forth in Section  1031 of the Code and shall  endeavor to give the
other party 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 under Section 1031 of
the Code,  or to  facilitate  the  Exchange  (or any part  thereof) as part of a
deferred like-kind exchange described in Section 1031(a)(3) of the Code, each of
the  American  Parties  and each of the EXCL  Parties  (i) may at any time at or

                                       -3-


<PAGE>

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 the
EXCL Parties and the American  Parties,  respectively,  and, in such event, (ii)
shall promptly  provide written notice of such assignment to the other party. If
American or American  Licensee  shall have given notice of such  assignment to a
qualified  intermediary,  the appropriate  EXCL Party shall (i) promptly provide
American and American  License  with written  acknowledgment  of such notice and
(ii) at the Closing,  convey the EXCL Assets and EXCL Residual  Group Assets (or
such  portion of them as shall have been  designated  in writing by  American or
American  License) to the "qualified  intermediary" so designated rather than to
American and American License (which conveyance shall, to such extent, discharge
the  obligation  of the EXCL  Parties  to deliver  the EXCL  Assets and the EXCL
Stations  hereunder).  If any  EXCL  Party  shall  have  given  notice  of  such
assignment to a qualified intermediary,  American and American License shall (i)
promptly provide such EXCL Party 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 any EXCL  Parties) to the  "qualified
intermediary"  so  designated  rather than to such EXCL Party (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 EXCL Assumable  Agreements
at the Closing or, to the extent provided in the EXCL Stations TBA, upon the TBA
Date of the EXCL Stations TBA.  Except as expressly  provided in this Agreement,
including  without  limitation  Section 2.3(d), or in the EXCL Stations TBA, the
American  Parties  shall not assume or become  obligated  to  perform  any debt,
liability  or  obligation  of any EXCL Party or  relating  to the  ownership  or
operation of the EXCL Assets or the conduct of the business of the EXCL Stations
prior to the  Closing  whatsoever,  other  than to the  extent  set forth in the
assumption of the EXCL Assumable  Agreements.  The parties acknowledge and agree
that the assumption of the EXCL Assumable  Agreements  shall not,  except to the
extent of any proration pursuant to the provisions of Section 2.3(c), entail the
assumption  by the American  Parties of any  obligation or liability of any EXCL
Party  with  respect  to (i) any  obligations  or  liabilities  under  the  EXCL
Assumable  Agreements relating to the period prior to the Cut-off Date; (ii) any
Claims to which any EXCL Party is a party or to which any of the EXCL  Assets or
either of the EXCL Stations is subject relating to the ownership or operation of
the EXCL Assets or the conduct of the business of the EXCL Stations prior to the
Closing (other than as provided in the EXCL Stations TBA); (iii) any obligations
or liabilities  for any Taxes  attributable to the ownership or operation of the
EXCL Assets or the conduct of the  business of the EXCL  Stations on or prior to
the Closing Date; or (iv) any  obligations or  liabilities  due to or because of

                                       -4-


<PAGE>

any past service  liability,  vested benefits,  retirement plan  insolvencies or
other obligation under local, state or federal law (including ERISA) relating to
any EXCL Station Employees with respect to periods prior to the Closing Date (or
the Cut-Off  Date with respect to EXCL  Station  Employees  employed by American
under the EXCL  Stations  TBA),  except for  amounts  covered by the  prorations
provided for in Section 2.3(c).  All such obligations and liabilities (the "EXCL
Nonassumed  Liabilities")  shall remain and be the  obligations  and liabilities
solely of the EXCL Parties (or one of them).

         (b) The EXCL Parties agree to assume the American Assumable  Agreements
at the Closing or, to the extent provided in the American Stations 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 EXCL
Stations TBA, the EXCL Parties  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(c),  entail the assumption by the EXCL Parties 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 either 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  obligations  or
liabilities  for any Taxes  attributable  to the  ownership  or operation of the
American  Assets or the American  Stations on or prior to the Closing  Date;  or
(iv)  any  obligation  or  liability  due  to or  because  of any  past  service
liability,  vested  benefits,  retirement plan  insolvencies or other obligation
under local,  state or federal law  (including  ERISA)  relating to any American
Station  Employees  with  respect to periods  prior to the Closing  Date (or the
Cut-Off Date with respect to American Station  Employees  employed by EXCL under
the  American  Stations  TBA),  except for  amounts  covered  by the  prorations
provided  for in Section  2.3(c).  All such  obligations  and  liabilities  (the
"American  Nonassumed  Liabilities")  shall  remain and be the  obligations  and
liabilities solely of the American Parties (or one of them).

         (c) (i)  Notwithstanding  anything  contained in this  Agreement to the
contrary and except as  otherwise  provided in the  American  Stations  TBA, all
items of income and expense  (including without limitation with respect to rent,
utilities,  Pro  Ratable  Taxes and items  relating  to the  American  Assumable
Agreements,  but excluding  wages,  salaries and accrued but unused vacation for
employees)  relating to the ownership or operation of the American  Assets shall
be prorated between the American Parties and the EXCL Parties,  in each case, as
of 12:01 a.m.,  local 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.

                  (ii)  Notwithstanding  anything contained in this Agreement to
the  contrary  and except as otherwise  provided in the EXCL  Stations  TBA, all
items of income and expense  (including without limitation with respect to rent,

                                       -5-


<PAGE>


utilities,   Pro  Ratable  Taxes  and  items  relating  to  the  EXCL  Assumable
Agreements, and wages, salaries and accrued but unused vacation for KINK Station
Employees,  but excluding  wages,  salaries and accrued but unused  vacation for
KBRG  Station  Employees)  relating to the  ownership  or  operation of the EXCL
Assets or the  conduct of the  business  of KINK shall be  prorated  between the
American  Parties and the EXCL Parties,  in each case,  as of 12:01 a.m.,  local
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 EXCL 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 any EXCL Party  pursuant to the provisions of Section
2.3(g) (the "San Jose-Sacramento  Proration Schedule").  The San Jose-Sacramento
Proration  Schedule shall be conclusive and binding upon the EXCL Parties unless
the EXCL  provides  American  with written  notice of objection  (the "Notice of
Disagreement")  within  thirty  (30)  days  after  EXCL's  receipt  of  the  San
Jose-Sacramento  Proration  Schedule,  which notice  shall state the  prorations
proposed by EXCL (the "EXCL  Proration  Schedule").  American shall have fifteen
(15) days from receipt of a Notice of  Disagreement to accept or reject the EXCL
Proration  Schedule.  If American rejects the EXCL 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 the American  Parties and the EXCL Parties.  American
and EXCL 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  EXCL.  Payment  by any party
pursuant  hereto 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)  EXCL's
acceptance  of the San  Jose-Sacramento  Proration  Schedule  or failure to give
American a timely Notice of Disagreement; (ii) American's acceptance of the EXCL
Proration  Schedule  or  failure to reject the EXCL  Proration  Schedule  within
fifteen  (15)  days  of  receipt  of a  timely  Notice  of  Disagreement;  (iii)
American's  rejection of the EXCL 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 EXCL 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,  EXCL shall deliver
to  American a schedule  of its  proposed  prorations  with  respect to the EXCL
Assets and the EXCL  Stations  which  shall set forth in  reasonable  detail the
basis for those  determinations,  and which shall account for any amount owed by
EXCL to American  pursuant to the  provisions of Section  2.3(g) (the  "Fremont-
Portland Proration Schedule").  The Fremont-Portland Proration Schedule shall be
conclusive and binding upon American unless American provides EXCL with a Notice
of  Disagreement  within  thirty  (30)  days  after  American's  receipt  of the
Fremont-Portland  Proration  Schedule,  which notice shall state the  prorations
proposed  by  American  (the  "American  Proration  Schedule").  EXCL shall have

                                       -6-


<PAGE>


fifteen (15) days from receipt of a Notice of  Disagreement  to accept or reject
the American Proration Schedule. If EXCL 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 EXCL and  American.
American  and EXCL 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 EXCL.  Payment by American
or EXCL, 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 Fremont-Portland  Proration Schedule or failure
to give EXCL a timely  Notice of  Disagreement;  (ii) EXCL's  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)
EXCL's 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 EXCL 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).

         (f) Any payment required by American to EXCL or by EXCL to American, as
the case may be, under  Section  2.3(e) or 2.3(f) shall be paid by wire transfer
of  immediately  available  federal  funds to the  account  of the payee  with a
financial  institution  in the United  States as designated by such party in the
Fremont-Portland   Proration  Schedule  or  the  San  Jose-Sacramento  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 any party fails to
pay when due any amount under Section  2.3(e) or 2.3(f)  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  percentage  points (2%),  and such interest shall be
payable upon demand.

         (g) With respect to assigned Trade Agreements the assigning party shall
be  required  to pay to the  assuming  party 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. local time
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. local time 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.  local time 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.


                                       -7-


<PAGE>


         2.4 Closing  Date.  The closing of the Exchange (the  "Closing")  shall
take  place at  Sullivan  &  Worcester  LLP,  One Post  Office  Square,  Boston,
Massachusetts  02109, at 10:00 a.m., local time, on the fifth (5th) business day
after the satisfaction or waiver by the American Parties and the EXCL Parties of
each of the  conditions  set forth in Section 6.1, 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  warranting  against  matters  not  covered  by title  insurance  other than
Permitted  Liens),  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) the EXCL
Parties  shall (i) pay to American  Two  Million  Dollars  ($2,000,000)  by wire
transfer of immediately available federal funds to such account of American with
a financial  institution  in the United  States as is  designated by American in
written  instructions  to EXCL not later than two (2) business days prior to the
Closing and (ii) issue and deliver to American one or more  certificates  (as is
designated  by American in written  instructions  to EXCL not later than two (2)
business days prior to the Closing)  representing 150,000 shares of Latin Common
Stock (which number is subject to  adjustment  as provided in the  definition of
EXCL  Residual  Group  Assets).  The above payment of cash and delivery of Latin
Common  Stock shall be  allocated  among the  American  Assets as set forth in a
schedule mutually agreed upon by the parties.

         2.5 Accounts Receivable. Effective upon the earlier to occur of Closing
or the  commencement  of the  effectiveness  of the EXCL  Station  TBA, the EXCL
Parties  hereby  appoint  American their agent for the purpose of collecting all
Accounts Receivable relating to KINK and KOTK-AM (other than Accounts Receivable
past due for more than one  hundred  and  twenty  (120)  days).  Portland  shall
deliver to American on or as soon as  practicable  after the earlier to occur of
the 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 KINK and KOTK-AM.  Subject to
and limited by the following, revenues relating to the KINK and KOTK-AM Accounts
Receivable  will be for the  account of  Portland.  American  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  commencing upon the earlier to occur of (a) the  effectiveness  of the
EXCL Stations TBA and (b) the Closing Date and  continuing  until the expiration
of one hundred and twenty  (120) days after the  Closing  Date (the  "Collection
Period"). Any payment received by American 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  independently  indicates otherwise in writing.
During the Collection  Period,  American shall furnish  Portland with a list of,
and pay over to  Portland,  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. American shall provide
Portland with a final accounting on or before the fifteenth (15th) day following

                                       -8-


<PAGE>

the end of the Collection Period. Upon the request of American at and after such
time, American and Portland 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  American  desires to
retain such Accounts  Receivable in the interest of  maintaining  an advertising
relationship.  As to each such Accounts Receivable,  American and Portland shall
in good faith attempt to negotiate the value of such Accounts Receivable,  which
American shall pay to Portland if American,  in its sole discretion,  chooses to
retain such Accounts Receivable.  Portland shall retain the right to collect any
of its Accounts Receivable as to which American and Portland are unable to reach
agreement  as to such value,  and  American  agrees to turn over to Portland any
payments  received against any such Accounts  Receivable.  American shall not 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  American  shall not make any such  referral  or  compromise,  nor settle or
adjust the amount of any such Accounts  Receivable,  except with the approval of
Portland; provided, however, that, at the discretion of Portland, American shall
refer Accounts  Receivable of KINK which are in excess of one hundred and twenty
(120)  days past due to a  collection  agency  or an  attorney  for  collection,
whereupon  Portland shall be responsible  for the collection  thereof.  American
shall  not  incur  any  liability  to  Portland  for  any  uncollected  Accounts
Receivable  unless  American  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 American
with respect thereto to the contrary, neither Portland nor its agents shall make
any  direct  solicitation  of the  Accounts  Receivable  of KINK for  collection
purposes, except for Accounts Receivable retained by Portland.

         With respect to all  Stations,  other than KINK and KOTK-AM,  the party
owning such  Station  shall be  responsible  for and shall  collect the Accounts
Receivable of such  Stations,  and neither the other party nor any of its agents
shall make any direct  solicitation  of such Accounts  Receivable for collection
purposes.

                                    ARTICLE 3

               REPRESENTATIONS AND WARRANTIES OF THE EXCL PARTIES

         Each of the EXCL Parties,  jointly and  severally,  hereby  represents,
warrants and covenants to, and agrees with, the American Parties as follows:

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

         (a) Each EXCL Party 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 EXCL Party 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 by it

                                       -9-


<PAGE>

pursuant hereto or thereto have been duly authorized by all requisite  corporate
or other  action on the part of each EXCL Party.  This  Agreement  has been duly
executed and delivered by each EXCL Party and  constitutes,  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  will,  when executed and
delivered  by  such  EXCL  Party,  constitute,  the  legal,  valid  and  binding
obligation of such EXCL Party, enforceable against such EXCL Party 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 EXCL  Disclosure
Schedule,  neither  the  execution  and  delivery  by each  EXCL  Party  of this
Agreement or any Collateral  Document  executed or required to be executed by it
pursuant  hereto or  thereto,  nor the  consummation  by each EXCL  Party of the
Exchange and the other Transactions,  nor compliance with the terms,  conditions
and provisions hereof or thereof by each EXCL Party:

                  (i) will conflict with, or result in a breach or violation of,
         or constitute a default under,  any Organic  Document of any EXCL Party
         or any Applicable  Law on the part of any EXCL Party,  or 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 EXCL Material
         Agreement; or

                  (ii)  will  require  any  EXCL  Party  to make or  obtain  any
         Governmental    Authorization,    Governmental    Filing   or   Private
         Authorization,  except  for the FCC  Consents  and  filings  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 a material adverse effect on EXCL.

         (d)  Except  as set  forth on  Section  3.1(d)  of the EXCL  Disclosure
Schedule,  Latin  does not have any  direct or  indirect  Subsidiaries  or other
Affiliates  which own or have any  interest in or are a party to any  agreement,
arrangement or  understanding  relating to either of the EXCL Stations or any of
the EXCL Assets other than the other EXCL Parties. To the extent that any direct
or indirect Subsidiaries or other Affiliates of any EXCL Party (other than those
which are parties to this  Agreement)  has any interest in or are a party to any
agreement,  arrangement or understanding relating to either of the EXCL Stations
or any of the EXCL  Assets,  the EXCL  Parties  shall cause such other direct or
indirect  Subsidiaries  or other  Affiliates  to  convey  such  interest  to the
American  Parties as part of the EXCL Assets and will cause any such  nonassumed
agreement,  arrangement or understanding  to be terminated or otherwise  amended
prior to the Closing to the extent  necessary to avoid any Lien or Claim against
any of the  EXCL  Assets  or  either  of the  EXCL  Stations  or any  transferee
liability against either of the American Parties with respect thereto.

         3.2 Financial and Other Information.  EXCL has heretofore  furnished to
American copies of the unaudited financial  statements of KINK listed in Section
3.2 of the EXCL Disclosure  Schedule (the "EXCL Station Financial  Statements").

                                      -10-


<PAGE>

The EXCL Station Financial Statements have been prepared in accordance with GAAP
applied on a consistent  basis  throughout  the period,  are true,  accurate and
complete in all material respects,  and fairly present the financial  condition,
results of operations and cash flow of KINK, on the bases therein stated,  as of
the respective  dates thereof,  and for the respective  periods covered thereby,
except  as set  forth in  Section  3.2 of the  EXCL  Disclosure  Schedule  or as
otherwise noted in the EXCL Station Financial Statements and except for year end
audit  adjustments and accruals and the absence of notes.  Except solely for the
obligations  and liabilities to be assumed by the American  Parties  pursuant to
the EXCL Assumable Agreements, the Permitted Liens, items for which proration is
made  pursuant to the  provisions  of Section  2.3,  and changes and  conditions
affecting the radio broadcasting industry generally,  there will, at the time of
Closing,  be no  obligations  or  liabilities  of any nature,  whether  accrued,
absolute, contingent or otherwise, relating to the EXCL Parties, any of the EXCL
Assets or either of the EXCL Stations which could, after the Closing,  result in
any form of transferee liability against either American Party or subject any of
the EXCL  Assets  or  either  of the  EXCL  Stations  to any  Lien or  otherwise
materially  adversely  affect  the  full,  free and  unencumbered  ownership  or
operations  of the EXCL Assets and the conduct of the  business of either of the
EXCL Stations by the American Parties. Notwithstanding anything herein contained
to the contrary,  the American  Parties  acknowledge that (a) Portland has owned
and operated  KINK and radio  station  KOTK-AM from a common  facility and using
common  sales  personnel,  (b)  Portland has entered into a contract to sell and
time broker KOTK-AM,  and (c) the allocation of income and expenses between KINK
and  KOTK-AM  on the EXCL  Station  Financial  Statements  was made by  Portland
management  prior to the  acquisition  of the capital stock of Portland by EXCL,
solely for Portland's internal purposes.

         3.3 Changes in Condition.  Since  December 31, 1996,  there has been no
material adverse change in EXCL, except (a) to the extent specifically described
in Section 3.3 of the EXCL Disclosure  Schedule,  (b) for changes due to general
business,  market  and  economic  conditions,  and (c)  changes  due to  matters
affecting  the radio  broadcasting  industry  generally.  Except  to the  extent
specifically described in Section 3.3 of the EXCL Disclosure Schedule,  there is
no Event known to EXCL which materially  adversely  affects,  or (so far as EXCL
can now  reasonably  foresee) is likely to materially  adversely  affect,  EXCL,
except  (a) to the extent  specifically  described  in  Section  3.3 of the EXCL
Disclosure Schedule and (b) for general business, market and economic conditions
and matters affecting the radio broadcasting industry generally.

         3.4 Material Statements and Omissions;  Absence of Events; Materiality.
No representation or warranty made by EXCL contained in this Agreement, the EXCL
Disclosure Schedule or any certificate,  document or other instrument  furnished
or to be furnished by EXCL 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.  Except as set forth in Section 3.4 of the EXCL Disclosure Schedule,
EXCL is not aware of any  impending  or  contemplated  Event  (other than Events
affecting  general  business,   market  or  economic  conditions  or  the  radio
broadcasting industry generally) 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.  The  representations  and
warranties  set forth in this Article would in the aggregate be true and correct

                                      -11-


<PAGE>

even without the materiality  exceptions or qualifications  contained therein or
set  forth in the EXCL  Disclosure  Schedule,  except  for such  exceptions  and
qualifications  including  without  limitation  those  set  forth  in  the  EXCL
Disclosure  Schedule  which, in the aggregate for all such  representations  and
warranties,  are not and could  not  reasonably  be  expected  to be  materially
adverse to EXCL.

         3.5      Title to Properties; Leases.

         (a)  Section  3.5(a)  of the EXCL  Disclosure  Schedule  lists all Real
Property owned by any EXCL Party (the "EXCL Owned Real  Property") and describes
all Leases of Real Property (the "EXCL Leases") which is used or held for use in
the  operation of either of the EXCL  Stations (the EXCL Owned Real Property and
the real  property  subject to the EXCL Leases,  being  hereinafter  referred to
collectively  as the "EXCL Real  Property").  One of the EXCL  Parties  has (and
American will upon Closing  obtain) good and marketable  title to the EXCL Owned
Real Property and valid and subsisting  leasehold  interests in the EXCL Leases,
in each case free and clear of all Liens,  except (i)  Permitted  Liens and (ii)
Liens set forth on Section 3.5(a) of the EXCL Disclosure  Schedule (which Liens,
to the extent they are not Permitted Liens, shall be released prior to Closing).
Except for financing  statements  evidencing  Liens referred to in the preceding
sentence (a true,  accurate and complete  list and  description  of which is set
forth  in  Section  3.5(a)  of  the  EXCL  Disclosure  Schedule),  no  financing
statements under the Uniform Commercial Code and no other filing which names any
EXCL Party as debtor or which covers or purports to cover any of the EXCL Assets
is on file in any state or other  jurisdiction,  and no EXCL Party has signed or
agreed  to  sign  any  such  financing  statement  or  filing  or any  agreement
authorizing any secured party thereunder to file any such financing statement or
filing.  One of the EXCL Parties has full legal and  practical  access to all of
the EXCL Owned Real Property, except to the extent, if any, set forth in Section
3.5(a) of the EXCL Disclosure Schedule.  The EXCL Owned Real Property,  together
with the real property that is subject to the EXCL Leases, includes all the real
property,  easements, rights of way, and other real property interests necessary
to conduct the business of each of the EXCL Stations as they are now  conducted.
The  buildings,  structures,  improvements  or fixtures  constructed on any EXCL
Owned Real  Property  and real  property  that is  subject  to the EXCL  Leases,
including  without  limitation all towers,  guy wires and guy anchors and ground
radials, do not, to EXCL's knowledge, encroach upon adjoining real property, 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  3.5(a) of the EXCL  Disclosure  Schedule.  All  buildings,
structures,  towers,  antennae,  improvements  and fixtures  comprising the EXCL
Owned Real  Property or real  property that is subject to the EXCL 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 of each of the
EXCL Stations as presently conducted, except to the extent, if any, set forth in
Section  3.5(a) of the EXCL  Disclosure  Schedule.  There is no  pending  or, to
EXCL's knowledge, threatened condemnation or other legal proceeding or action of
any kind relating to ant EXCL Real Property and/or title thereto.


                                      -12-


<PAGE>

         Except as otherwise set forth in Section 3.5(a) of the EXCL  Disclosure
Schedule,  each EXCL  Lease  included  in the EXCL Real  Property  has been duly
authorized,  executed and delivered by the appropriate EXCL Party and, to EXCL's
knowledge,  each of the other parties thereto, and is a legal, valid and binding
obligation of the appropriate EXCL Party, and, to EXCL's knowledge,  each of the
other parties thereto, enforceable in accordance with its terms. The appropriate
EXCL Party has a valid leasehold interest in and enjoys peaceful and undisturbed
possession  under  all EXCL  Leases  pursuant  to which it holds  any EXCL  Real
Property. All EXCL Leases are valid and subsisting and in full force and effect;
neither any EXCL Party nor, to EXCL's knowledge,  any other party thereto, is in
material  default  in  the   performance,   observance  or  fulfillment  of  any
obligation, covenant or condition contained in any EXCL Lease.

         (b) Section  3.5(b) of the EXCL  Disclosure  Schedule  contains a true,
accurate and complete  description  of all material  items of Personal  Property
(other than those constituting EXCL Excluded Assets) used or held for use in the
ownership,  operation of conduct of the business of either of the EXCL Stations.
An EXCL  Party  owns  and has  good  and  merchantable  title to all of the EXCL
Personal Property,  free and clear of all Liens,  except (i) Permitted Liens and
(ii) Liens set forth on Section 3.5(b) of the EXCL  Disclosure  Schedule  (which
Liens shall,  to the extent they are not Permitted  Liens,  be released prior to
Closing). Except as set forth in Section 3.5(b) of the EXCL Disclosure Schedule,
all material items of EXCL Personal  Property are in good  operating  condition,
normal wear and tear excepted,  have been maintained in a manner consistent with
generally accepted  standards of good engineering  practice and currently permit
the EXCL Stations to be operated in all material respects in accordance with the
terms and conditions of their respective FCC Licenses and all Applicable Laws.

         3.6  Compliance  with Private  Authorizations.  Section 3.6 of the EXCL
Disclosure   Schedule  sets  forth  a  true,  accurate  and  complete  list  and
description of each EXCL Private Authorization which, individually or when taken
together  with other  substantially  similar  EXCL  Private  Authorizations,  is
material to the EXCL Assets or either of the EXCL Stations,  all of which are in
full  force  and  effect.  One of the EXCL  Parties  has  obtained  all  Private
Authorizations  which are  necessary for the ownership and operation by the EXCL
Parties of the EXCL Assets and the  conduct of the  business of each of the EXCL
Stations as now  conducted  or which,  if not obtained  and  maintained,  could,
individually  or in the  aggregate,  materially  adversely  affect EXCL. No EXCL
Party is in breach or violation of, or in default in the performance, observance
or fulfillment  of, any EXCL 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 EXCL  Private  Authorization,  except for such  defaults,  breaches or
violations as do not and will not have,  individually  or in the aggregate,  any
material adverse effect on EXCL. No EXCL Private Authorization is the subject of
any  pending  or, to  EXCL's  knowledge,  threatened  challenge,  revocation  or
termination.

 
                                      -13-


<PAGE>

        3.7      Compliance with Governmental Authorizations and Applicable Law.

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

                  (i) all  Claims  and  Legal  Actions  pending  or,  to  EXCL's
         knowledge,  threatened  against  any EXCL  Party  with  respect  to the
         operation  or ownership of any of the EXCL Assets or the conduct of the
         business of either of the EXCL 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 EXCL
         FCC Licenses or the  imposition of any  restriction of such a nature as
         would  adversely  affect the ownership or operations of any of the EXCL
         Assets or the conduct of the  business of either of the EXCL  Stations;
         in  particular,  but without  limiting the generality of the foregoing,
         Section 3.7(a) of the EXCL Disclosure  Schedule  contains a description
         of any complaints or Claims pending or, to EXCL's knowledge, threatened
         (x) before the FCC relating to the  ownership or  operations  of any of
         the EXCL  Assets or the  conduct of the  business of either of the EXCL
         Stations  other  than  complaints  or  Claims  which  affect  the radio
         broadcasting industry generally,  or (y) before any Authority involving
         charges of illegal  discrimination by either of the EXCL 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 each of the EXCL Stations,  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 "EXCL Governmental Authorizations").


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

         (b) One of the EXCL Parties is the  authorized  legal holder of the FCC
Licenses listed in Section 3.7(a) of the EXCL Disclosure Schedule, none of which
is subject to any  restriction  or  condition  which would limit in any material
respect the operations of the EXCL Stations as currently  conducted,  except for
such  conditions  as are set forth on the face of such FCC License or  generally
applicable to the radio broadcasting  industry.  The EXCL FCC Licenses are valid
and in good  standing,  are in full force and effect and are not impaired in any
respect by any act or  omission  of any EXCL Party or its  officers,  directors,
employees or agents. The EXCL Stations are operating in all material respects in
accordance with the EXCL FCC Licenses,  all underlying  construction permits and
the FCA. Except as disclosed in Section 3.7(b) of the EXCL Disclosure  Schedule,
no application,  action or proceeding is pending for the renewal or modification
of any EXCL FCC Licenses and, to EXCL's  knowledge,  there is not as of the date
of this Agreement issued or outstanding any  investigation or complaint  against
any EXCL Party by or before the FCC relating to any of the EXCL Stations. Except
as disclosed in Section 3.7(b) of the EXCL 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 EXCL Stations.  All fees payable

                                      -14-


<PAGE>

to Authorities  pursuant to the EXCL Station FCC Licenses,  including FCC annual
regulatory fees, have been paid and no event has occurred which, individually or
in the aggregate,  and with or without the giving of notice or the lapse of time
or both,  would  constitute  grounds  for  revocation  thereof  or would have an
adverse  effect on EXCL.  Except (i) as set forth in Section  3.7(b) of the EXCL
Disclosure Schedule and (ii) for such reports,  forms and statements the failure
of which to file would not,  individually  or in the aggregate,  have a material
adverse effect on the EXCL Stations,  all reports, forms and statements required
to be filed by any EXCL  Party with the FCC with  respect  to the EXCL  Stations
have been filed and are true,  complete and accurate in all respects.  To EXCL's
knowledge,  under the FCA,  there are no facts that would  disqualify  it as the
transferee of the control of the American Stations.

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

         3.8 Intangible Assets. Section 3.8 of the EXCL Disclosure Schedule sets
forth a true,  accurate and  complete  description  of all  material  Intangible
Assets  held  or  used  by  the  EXCL  Parties  (other  than  EXCL  Governmental
Authorizations  and EXCL Private  Authorizations)  relating to the ownership and
operation of the EXCL Assets  (insofar as they relate to KINK) or the conduct of
the  business  of  KINK  (the  "KINK  Intangible  Assets"),   including  without
limitation  the nature of each EXCL  Party's  interest in each and the extent to
which the same have been duly  registered  in the offices as indicated  therein.
Portland  owns or  possesses  or  otherwise  has the  right to use all such KINK
Intangible  Assets  necessary for the ownership and operation of the EXCL Assets
(insofar  as they  relate to KINK) and the  conduct of the  business  of KINK as
currently  conducted.  Except as set forth in Section 3.8 of the EXCL Disclosure
Schedule, no material Intangible Assets (except EXCL Governmental Authorizations
or EXCL Private  Authorizations and the KINK Intangible Assets so set forth) are
required for the  ownership  or  operation  of the EXCL Assets  (insofar as they
relate to KINK) or the conduct of the  business  of either of KINK as  currently
owned, operated and conducted or proposed to be owned, operated and conducted on
or prior to the Closing Date.

         3.9  Related  Transactions.  No EXCL Party is a party or subject to any
Contractual  Obligation  relating to the  ownership  and  operation  of the EXCL
Assets or the conduct of the business of either of the EXCL Stations between any
EXCL Party and any of its officers,  directors,  stockholders,  employees or, to
the  knowledge  of  EXCL,  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

                                      -15-


<PAGE>

requiring payments to or from, any such Person, other than (i) the EXCL Employee
Plans or EXCL Material Agreements constituting  employment agreements,  and (ii)
Contractual Obligations between any EXCL Party and its officers which constitute
EXCL Excluded Assets and EXCL Nonassumed Liabilities.

         3.10 Insurance. One of the EXCL Parties maintains,  with respect to the
EXCL Assets and the EXCL  Stations,  policies of fire and extended  coverage and
casualty,  liability  and other forms of  insurance  in such amounts and against
such risks and losses as are in EXCL's  reasonable  business judgment prudent (a
true, complete and accurate description of which is set forth in Section 3.10 of
the EXCL Disclosure Schedule).

         3.11 Tax Matters. Each EXCL Party has in respect of the EXCL Assets and
the EXCL 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 EXCL  Assets  or
either of the EXCL Stations or result in any transferee liability against either
of the  American  Parties.  All Taxes in respect of the EXCL Assets and the EXCL
Stations  which any EXCL Party is required by law to withhold  and collect  have
been duly withheld and  collected,  and have been paid over, in a timely manner,
to the  proper  Authorities  to the extent  due and  payable.  No EXCL Party has
executed any waiver to extend,  or otherwise  taken or failed to take any action
that would have the effect of extending,  the applicable  statute of limitations
in respect of any Tax  associated  with the EXCL Assets or the EXCL Stations for
the fiscal years prior to and including the most recent fiscal year.

         3.12     Employee Benefit Plans; EXCL Station Employees.

         (a) Section  3.12(a) of the EXCL 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 are applicable to the KINK Station
Employees (the "KINK Employee Plans"). Neither any EXCL Party nor its Affiliates
maintains any other employee  benefit plan, as that term is defined in Section 3
of ERISA, applicable to the KINK Station Employees.

         (b) Section  3.12(b) of the EXCL Disclosure  Schedule  contains a true,
accurate  and  complete  list of all  persons  employed by any EXCL Party in the
ownership  or  operation  of any of the EXCL  Assets  (insofar as they relate to
KINK) or the  conduct of the  business of KINK (the "KINK  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 KINK Employee Plans).

         (c) No EXCL Party has received  any notice  that,  and no EXCL Party is
aware of, any KINK Station  Employee who shall or is likely to terminate  his or
her  employment  relationship  with KINK upon the execution of this Agreement or
after the Closing, except as set forth in Section 3.12(c) of the EXCL Disclosure
Schedule (which Section of the EXCL  Disclosure  Schedule shall be updated as of
Closing).


                                      -16-


<PAGE>

         (d)  Except as  described  in Section  3.12(d)  of the EXCL  Disclosure
Schedule,  (i) none of the employees employed by any EXCL Party in the ownership
or  operation of any of the EXCL Assets or the conduct of the business of either
of the EXCL  Stations  (the  "EXCL  Station  Employees")  is now or,  to  EXCL's
knowledge,  has been represented by any labor union or other employee collective
bargaining  organization,  and no EXCL Party is or has been a party to any labor
or other  collective  bargaining  agreement  with  respect  to any EXCL  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) no EXCL Party nor any of such  employees  is now or, to EXCL'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 EXCL Station Employee.

         3.13  Inapplicability  of  Specified  Statutes.  EXCL is not a "holding
company", or a "subsidiary company" or an "affiliate" of a "holding company", as
such terms are defined in the Public  Utility  Holding  Company Act of 1935,  as
amended,  or an "investment  company" or a company  "controlled" by or acting on
behalf of an "investment  company",  as defined in the Investment Company Act of
1940, as amended, or a "carrier" or a person which is in control of a "carrier",
as defined in section 11301 of Title 49, U.S.C.

         3.14 Material Agreements. Listed on Section 3.14 of the EXCL Disclosure
Schedule are all Material  Agreements  relating to the ownership or operation of
the EXCL Assets or the conduct of the business of either of the EXCL Stations or
to which any EXCL  Party is a party or to which any of them is bound or to which
any of the EXCL  Assets is  subject  (the  "EXCL  Material  Agreements").  True,
accurate  and complete  copies of each EXCL  Material  Agreement  have been made
available by EXCL to American and EXCL has provided American with photocopies of
all EXCL  Material  Agreements  requested  by American  (or true,  accurate  and
complete  descriptions  of the  material  terms  thereof  have been set forth in
Section 4.16 of the EXCL Disclosure  Schedule,  if any such Material  Agreements
are oral).  All of the EXCL Material  Agreements are valid,  binding and legally
enforceable  obligations  of an EXCL Party and, to EXCL's  knowledge,  all other
parties thereto (except to the extent that the invalidity or non-binding  nature
of any EXCL Material  Agreements,  individually  or in the aggregate,  would not
have a material  adverse  effect on EXCL).  Each EXCL Party has duly complied in
all material respects with all of the terms and conditions of each EXCL Material
Agreement and has not done or  performed,  or failed to do or perform (and there
is no pending or, to the knowledge of EXCL, threatened Claim that any EXCL Party
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 EXCL Material
Agreement or materially  impair the rights or benefits,  or materially  increase
the costs,  of any EXCL Party under any EXCL Material  Agreement.  No EXCL Party
has  granted  any  material  waivers  or  forbearance  under  any EXCL  Material
Agreement and, to EXCL's knowledge, no third party is in material default in the
performance of any of its obligations under any EXCL Material Agreement.  Except
for those  consents or approvals  listed in Section 3.14 of the EXCL  Disclosure
Schedule,  no consents or approvals  of any third party are  necessary to permit
the  assignment  by the EXCL  Parties  of the EXCL  Material  Agreements  to the
American   Parties  and  such   assignment  will  not  affect  the  validity  or
enforceability  of any EXCL Material  Agreement or cause any material  change in
the substantive terms of any of them.


                                      -17-


<PAGE>
         3.15 Ordinary Course of Business.  Each EXCL Party, from the end of its
most recent fiscal quarter to the date hereof, except (i) as may be described on
Section  3.15 of the EXCL  Disclosure  Schedule,  or (ii) as may be  required or
expressly contemplated by the terms of this Agreement,  with respect to the EXCL
Assets and each of the EXCL Stations:

                  (a)  has  operated  its  business  in the  normal,  usual  and
         customary  manner in the  ordinary  and  regular  course  of  business,
         consistent with prior practice;

                  (b) except in each case in the  ordinary  course of  business,
         consistent with prior practice:

                           (i) has not incurred any  obligations  or liabilities
                  (fixed, contingent or other) which would obligate any American
                  Party  after the  Closing  having a value in excess of $20,000
                  singly or $100,000 in the aggregate;

                           (ii)  has  not  sold  or  otherwise  disposed  of  or
                  contracted  to sell or  otherwise  dispose  of any EXCL  Asset
                  having a value in excess of $20,000;

                           (iii)  has not  entered  into any  commitments  which
                  would  obligate any American  Party after the Closing having a
                  value  in  excess  of  $20,000   singly  or  $100,000  in  the
                  aggregate;

                           (iv) has not made or  committed  to make any material
                  additions  to its  property  or any  purchases  of  equipment,
                  except for normal maintenance and repairs and items covered by
                  the Station's capital budget; and

                           (v) has not entered into,  amended or terminated  any
                  EXCL Lease,  EXCL  Governmental  Authorization,  EXCL  Private
                  Authorization, EXCL Material Agreement or Contractual 
                  Obligation, or any transaction, agreement or arrangement
                  with any Affiliate of any EXCL Party;

                  (c) has not  increased the  compensation  payable or to become
         payable to any of the KINK Station Employees other than in the ordinary
         course of business or otherwise materially altered, modified or changed
         the terms of their employment;

                  (d) 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  which will not have been repaired,  cured or
         replaced prior to the Closing Date;

                                      -18-
<PAGE>

                  (e) has not waived any rights of material  value  without fair
         and adequate consideration;

                  (f) has not  experienced  any work  stoppage  with  respect to
         KINK; and

                  (g) has not entered into any Trade  Agreement  with respect to
         KINK (i) which are  outside  the  ordinary  course of  business or (ii)
         otherwise  than  in  accordance  with  Portland's  prior  policies  and
         practices.

         3.16  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 any EXCL Party,  other than Star Media  Group,  whose fees
and expenses shall be the sole responsibility of the EXCL Parties.

         3.17 Solvency. As of the execution and delivery of this Agreement, each
EXCL Party is, and immediately prior to giving effect to the consummation of the
Exchange and the other Transactions will be, solvent.

         3.18 Environmental Matters.  Except as set forth in Section 3.18 of the
EXCL Disclosure  Schedule,  with respect to the EXCL Assets, each EXCL Party (to
the  knowledge  of each EXCL Party  (other than  Portland)  with respect to KINK
relating to periods prior to the acquisition by EXCL of the capital stock of the
parent of Portland):

                  (a) to the knowledge of each EXCL Party, 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 any consent decree,  compliance order
         or administrative order issued pursuant to any applicable Environmental
         Law;


                                      -19-


<PAGE>

                  (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 applicable Environmental Law;

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

                  (e) 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 EXCL Assets or the EXCL Real Property in such manner so as to
         require  remediation,  removal or cleanup or other liability under, any
         Environmental Laws.

Notwithstanding any other provisions of this Agreement, the EXCL Parties make no
representation  or warranty as to any matter relating to any  Environmental  Law
other than as set forth in this Section.

         3.19 Trade or Barter. Section 3.19 of the EXCL Disclosure Schedule sets
forth a true,  complete and accurate  description  (including of all obligations
and liabilities  remaining thereunder) of all of KINK Trade Agreements currently
in effect 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.

         3.20 Bulk Sales.  The EXCL Parties  believe that the  provisions of the
Bulk  Sales  Laws of the  States of  California  and  Oregon do not apply to the
transfer of the EXCL Assets in accordance with the terms of this  Agreement.  To
the extent that such Bulk Sales Laws do apply, the sole recourse of the American
Parties  with  respect to breach of this  representation  and  warranty  and any
transferee   liability  due  to  noncompliance  with  such  laws  shall  be  the
indemnification provisions of Article 8.

         3.21  Authorized  and  Outstanding  Capital  Stock.  The authorized and
outstanding  capital  stock of Latin is as set forth in Section 3.21 of the EXCL
Disclosure  Schedule.  The  shares  of  Common  Stock of Latin to be  issued  to
American  pursuant to the  consummation  of Exchange and the other  Transactions
(the "Latin Common Stock") have been duly authorized  and, when so issued,  will
be  validly  issued,  fully  paid  and  nonassessable  and  not  subject  to any
preemptive or similar  rights,  other than  restrictions  set forth in the Latin
Stockholder  Agreement and the Latin Registration  Rights Agreement.  All of the
outstanding  capital  stock of Latin is owned of  record  as of the date of this
Agreement  by  the  stockholders  as set  forth  in  Section  3.21  of the  EXCL
Disclosure Schedule.  There is neither outstanding nor has Latin agreed to grant
or issue any shares of its capital stock or any Option  Security or  Convertible
Security, and Latin is not a party to and is not bound by any agreement,  put or
commitment  pursuant to which it is obligated  to purchase,  redeem or otherwise
acquire  any  shares of  capital  stock or any Option  Security  or  Convertible
Security, except as set forth in Section 3.21 of EXCL Disclosure Schedule.

                                 ARTICLE 4

             REPRESENTATIONS AND WARRANTIES OF THE AMERICAN PARTIES

         Each American Party, jointly and severally, hereby represents, warrants
and covenants to, and agrees with, the EXCL Parties as follows:

                                      -20-


<PAGE>

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

         (a)  Each  American  Party 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 American Party 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 by it
pursuant hereto or thereto have been duly authorized by all requisite  corporate
or other action on the part of each American Party. This Agreement has been duly
executed  and  delivered  by each  American  Party  and  constitutes,  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  will,  when
executed and delivered by such American Party, constitute,  the legal, valid and
binding  obligation of such American  Party,  enforceable  against such American
Party 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  4.1(c) of the  American  Disclosure
Schedule,  neither the  execution  and  delivery by any  American  Party of this
Agreement or any Collateral  Document  executed or required to be executed by it
pursuant hereto or thereto,  nor the  consummation by each American Party of the
Exchange and the other Transactions,  nor compliance with the terms,  conditions
and provisions hereof or thereof by each American Party:

                  (i) will conflict with, or result in a breach or violation of,
         or  constitute a default  under,  any Organic  Document of any American
         Party or any Applicable Law on the part of any American  Party, or 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  any  American  Party to make or obtain any
         Governmental    Authorization,    Governmental    Filing   or   Private
         Authorization,  except  for the FCC  Consents  and  filings  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.

                                      -21-


<PAGE>

 
         (d) American  does not have any direct or indirect  Subsidiaries  which
own or have any  interest  in or are a party to any  agreement,  arrangement  or
understanding relating to either of the American Stations or any of the American
Assets other than  American  License.  To the extent that any direct or indirect
Subsidiaries  or other  Affiliates of any American Party (other than those which
are  parties  to this  Agreement)  has  any  interest  in or are a party  to any
agreement,  arrangement  or  understanding  relating  to either of the  American
Stations or any of the American  Assets,  the American  Parties shall cause such
other  direct or  indirect  Subsidiaries  or other  Affiliates  to  convey  such
interest to the American  Parties as part of the American  Assets and will cause
any such nonassumed agreement,  arrangement or understanding to be terminated or
otherwise amended prior to the Closing to the extent necessary to avoid any Lien
or Claim against any of the American  Assets or either of the American  Stations
or any  transferee  liability  against  any of the  EXCL  Parties  with  respect
thereto.

         4.2 Financial and Other Information.  American has heretofore furnished
to EXCL copies of the unaudited  financial  statements of the American  Stations
listed in Section 4.2 of the American Disclosure Schedule (the "American Station
Financial  Statements").  The American  Station  Financial  Statements have been
prepared in accordance  with GAAP applied on a consistent  basis  throughout the
period,  are true,  accurate and complete in all material  respects,  and fairly
present the  financial  condition,  results of  operations  and cash flow of the
American  Stations,  on the bases therein  stated,  as of the  respective  dates
thereof, and for the respective periods covered thereby,  except as set forth in
Section 4.2 of the American  Disclosure  Schedule or as  otherwise  noted in the
American Station Financial  Statements and except for year end audit adjustments
and accruals and the absence of notes.  Except  solely for the  obligations  and
liabilities  to be assumed by the  American  Parties  pursuant  to the  American
Assumable  Agreements,  the Permitted  Liens,  items for which proration is made
pursuant to the provisions of Section 2.3, and changes and conditions  affecting
the radio broadcasting  industry generally,  there will, at the time of Closing,
be no  obligations  or liabilities  of any nature,  whether  accrued,  absolute,
contingent or  otherwise,  relating to American,  any of the American  Assets or
either of the American  Stations which could,  after the Closing,  result in any
form of  transferee  liability  against  any EXCL  Party or  subject  any of the
American  Assets or either of the  American  Stations  to any Lien or  otherwise
materially  adversely  affect  the  full,  free and  unencumbered  ownership  or
operations  of the American  Assets and the conduct of the business of either of
the American Stations by the EXCL Parties.

         4.3 Changes in Condition.  Since  December 31, 1996,  there has been no
material  adverse  change in  American,  except (a) to the  extent  specifically
described in Section 4.3 of the American  Disclosure  Schedule,  (b) for changes
due to general business, market and economic conditions,  and (c) changes due to
matters  affecting  the radio  broadcasting  industry  generally.  Except to the
extent  specifically  described  in  Section  4.3  of  the  American  Disclosure
Schedule,  there  is no Event  known  to  American  which  materially  adversely
affects,  or (so far as  American  can now  reasonably  foresee)  is  likely  to
materially  adversely affect,  American,  except (a) to the extent  specifically
described in Section 4.3 of the American Disclosure Schedule and (b) for general
business,  market  and  economic  conditions  and  matters  affecting  the radio
broadcasting industry generally.

         4.4 Material Statements and Omissions;  Absence of Events; Materiality.
No representation or warranty made by American contained in this Agreement,  the
American  Disclosure  Schedule or any certificate,  document or other instrument
furnished  or to be  furnished  by American  pursuant to the  provisions  hereof


                                      -22-

<PAGE>


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.  American is not aware of any  impending  or
contemplated  Event (other than Events  affecting  general  business,  market or
economic  conditions or the radio  broadcasting  industry  generally) 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. The  representations and warranties set forth in this Article would in the
aggregate  be true and  correct  even  without  the  materiality  exceptions  or
qualifications  contained therein or set forth in the EXCL Disclosure  Schedule,
except for such exceptions and qualifications including without limitation those
set forth in the American  Disclosure  Schedule  which, in the aggregate for all
such  representations  and  warranties,  are not and  could  not  reasonably  be
expected to be materially adverse to American.

         4.5      Title to Properties; Leases.

         (a) Section 4.5(a) of the American  Disclosure  Schedule lists all Real
Property owned by any American Party (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 either of the American  Stations (the American
Owned Real Property and the real property subject to the American Leases,  being
hereinafter referred to collectively as the "American Real Property").  American
has (and the EXCL Parties will upon Closing obtain) good and marketable title to
the American Owned Real Property and valid and subsisting leasehold interests in
the  American  Leases,  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,  to the extent they are not Permitted  Liens,
shall be released prior to Closing).  Except for financing statements evidencing
Liens referred to in the preceding sentence (a true,  accurate and complete list
and  description  of  which is set  forth  in  Section  4.5(a)  of the  American
Disclosure Schedule),  no financing statements under the Uniform Commercial Code
and no other filing which names any American  Party as debtor or which covers or
purports  to cover any of the  American  Assets is on file in any state or other
jurisdiction,  and no  American  Party  has  signed  or  agreed to sign any such
financing  statement or filing or any  agreement  authorizing  any secured party
thereunder  to file any such  financing  statement or filing.  American has full
legal and practical access to all of the American Owned Real Property, 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  of each  of the  American  Stations  as they  are now  conducted.  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, do not, to American's knowledge, encroach upon adjoining real property,
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.  All buildings,
structures, towers, antennae, improvements and fixtures comprising the

                                      -23-


<PAGE>



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 of
each 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 knowledge,  threatened  condemnation or other legal
proceeding or action of any kind  relating to the American Real Property  and/or
title thereto.

         Except  as  otherwise  set  forth in  Section  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 the  American,  and, to
American's  knowledge,  each of the other parties thereto, and is a legal, valid
and binding obligation of American,  and, to American's  knowledge,  each of the
other parties thereto,  enforceable in accordance with its terms. American has a
valid leasehold interest in and enjoys peaceful and undisturbed possession under
all American Leases  pursuant to which it holds any American Real Property.  All
American  Leases are valid and subsisting and in full force and effect;  neither
American nor, to American's  knowledge,  any other party thereto, is in material
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 Personal  Property
(other than those constituting American Excluded Assets) used or held for use in
the  ownership,  operation  or conduct of the business of either of the American
Stations.  American  owns  and has  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  3.5(b) of the  American  Disclosure
Schedule  (which Liens shall,  to the extent they are not  Permitted  Liens,  be
released  prior to  Closing).  Except  as set  forth in  Section  4.5(b)  of the
American Disclosure  Schedule,  all material items of American Personal Property
are in good  operating  condition,  normal  wear and tear  excepted,  have  been
maintained in a manner  consistent  with  generally  accepted  standards of good
engineering  practice and currently permit the American  Stations to be operated
in accordance with the terms and conditions of their respective 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 either of the American  Stations,  all of
which are in full force and effect. One of the American Parties has obtained all
Private  Authorizations  which are  necessary for the ownership and operation by
the American  Parties of the American  Assets and the conduct of the business of
each of the American  Stations as now  conducted  or which,  if not obtained and
maintained, could, individually or in the aggregate, materially adversely affect
American.  No American  Party is in 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

                                      -24-


<PAGE>



Authorization,  except for such  defaults,  breaches or violations as do not and
will not have, individually or in the aggregate,  any material adverse effect on
American. No American Private Authorization is the subject of any pending or, to
American's knowledge, threatened challenge, revocation or termination.

         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 and Legal  Actions  pending  or, to  American's
         knowledge,  threatened  against any American  Party with respect to the
         operation or ownership of any of the American  Assets or the conduct of
         the  business  of either 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 any
         of the American  Assets or the conduct of the business of either of the
         American Stations;  in particular,  but without limiting the generality
         of the foregoing,  Section 4.7(a) of the American  Disclosure  Schedule
         contains a  description  of any  complaints  or Claims  pending  or, to
         American's  knowledge,  threatened  (x) before the FCC  relating to the
         ownership or operations of any of the American Assets or the conduct of
         the business of either of the American  Stations other than  complaints
         or Claims which affect the radio broadcasting  industry  generally,  or
         (y) before any Authority involving charges of illegal discrimination by
         either of 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  each of the  American  Stations,  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   "American   Governmental
         Authorizations").

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

         (b) One of the American  Parties is the authorized  legal holder of the
FCC Licenses listed in Section 4.7(a) of the American Disclosure Schedule,  none
of which is subject to any  restriction  or  condition  which would limit in any
respect the operations of the American Stations as currently  conducted,  except
for  such  conditions  as are set  forth  on the  face of such  FCC  License  or
generally  applicable  to the radio  broadcasting  industry.  The  American  FCC
Licenses  are valid and in good  standing,  are in full force and effect and are
not impaired in any respect by any act or omission of any American  Party or its
officers, directors, employees or agents. The American Stations are operating in
all  material  respects  in  accordance  with the  American  FCC  Licenses,  all
underlying  construction  permits and the FCA.  Except as  disclosed  in Section
4.7(b) of the American Disclosure Schedule, 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 any American Party by or

                                      -25-


<PAGE>


before 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 Station FCC Licenses,  including FCC annual
regulatory fees, have been paid and no event has occurred which, individually or
in the aggregate,  and with or without the giving of notice or the lapse of time
or both,  would  constitute  grounds  for  revocation  thereof  or would have 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 a
material  adverse  effect  on the  American  Stations,  all  reports,  forms and
statements  required to be filed by any American Party 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 American Stations.

         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 now conducted, except for Governmental  Authorizations,  the failure of which
to obtain and maintain,  would not,  individually  or in the  aggregate,  have a
material  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,  no American Party
has any reason to believe that any American Governmental Authorization would not
be renewed in the name of one of the American Parties 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 American (other than American Governmental Authorizations
or 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
American's  interest  in each and the  extent  to which  the same have been duly
registered in the offices as indicated therein. One of the American Parties owns
or possesses or otherwise  has the right to use all American  Intangible  Assets
necessary for the ownership and operation of the American Assets and the conduct
of the business of either the American Stations as currently  conducted.  Except
as set forth in Section 4.8 of the American Disclosure  Schedule,  no Intangible
Assets  (except  American   Governmental   Authorizations  or  American  Private
Authorizations and the American Intangible Assets so set forth) are required for
the ownership or operation of the American Assets or the conduct of the business
of either of the American Stations as currently owned, operated and conducted or
proposed to be owned, operated and conducted on or prior to the Closing Date.


                                      -26-


<PAGE>

         4.9 Related  Transactions.  No American  Party 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  either  of the  American
Stations  between  any  American  Party  and  any  of its  officers,  directors,
stockholders,  employees or, to the knowledge of American,  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 or  American  Material  Agreements
constituting   employment  agreements,   (ii)  Contractual  Obligations  between
American and its officers which constitute American Excluded Assets and American
Nonassumed  Liabilities,  and (iii) a management  agreement between American and
American  License which  constitutes an American  Excluded Asset and an American
Nonassumed Liability.

         4.10 Insurance. One of the American Parties maintains,  with respect to
the American  Assets and the  American  Stations , policies of fire and extended
coverage and  casualty,  liability  and other forms of insurance in such amounts
and  against  such risks and  losses as are in  American's  reasonable  business
judgment  prudent (a true,  complete  and accurate  description  of which is set
forth in Section 4.10 of the American Disclosure Schedule).

         4.11 Tax Matters.  Each  American  Party has 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 either of the EXCL Parties.  All Taxes in respect of the American Assets
and the  American  Stations  which  American is required by law to withhold  and
collect have been duly  withheld and  collected,  and have been paid over,  in a
timely  manner,  to the proper  Authorities  to the extent due and  payable.  No
American Party has executed any waiver to extend,  or otherwise  taken or failed
to take any  action  that would have the  effect of  extending,  the  applicable
statute of limitations in respect of any Tax associated with the American Assets
or the American  Stations for the fiscal years prior to and  including  the most
recent fiscal year.

         4.12 Employee  Benefit Plans;  American  Station  Employees.  Except as
described in Section 4.12 of the American Disclosure  Schedule,  with respect to
the American Stations,  (i) none of the persons employed by an American Party in
the  ownership or operation of any of the American  Assets or the conduct of the
business of either of the American Stations (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 no American Party 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) no American Party 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.


                                      -27-


<PAGE>


         4.13 Inapplicability of Specified Statutes.  American is not a "holding
company", or a "subsidiary company" or an "affiliate" of a "holding company", as
such terms are defined in the Public  Utility  Holding  Company Act of 1935,  as
amended,  or an "investment  company" or a company  "controlled" by or acting on
behalf of an "investment  company",  as defined in the Investment Company Act of
1940, as amended, or a "carrier" or a person which is in control of a "carrier",
as defined in section 11301 of Title 49, U.S.C.

         4.14  Material  Agreements.  Listed  on  Section  4.14 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 either of the
American  Stations or to which any American  Party is a party or to which either
of them is  bound  or to  which  any of the  American  Assets  is  subject  (the
"American  Material  Agreements").  True,  accurate and complete  copies of each
American  Material  Agreement  have been made  available by American to EXCL and
American has provided EXCL with photocopies of all American Material  Agreements
requested by EXCL (or true,  accurate and complete  descriptions of the material
terms  thereof have been set forth in Section  4.14 of the  American  Disclosure
Schedule,  if any  such  Material  Agreements  are  oral).  All of the  American
Material Agreements are valid, binding and legally enforceable obligations of an
American Party and, to American's  knowledge,  all other parties thereto (except
to the extent that the invalidity or non-binding nature of any American Material
Agreements,  individually or in the aggregate, would not have a material adverse
effect on  American).  Each  American  Party has duly  complied in all  material
respects  with  all of the  terms  and  conditions  of  each  American  Material
Agreement and has not done or  performed,  or failed to do or perform (and there
is no  pending  or, to the  knowledge  of  American,  threatened  Claim that any
American  Party  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
American  Material  Agreement or  materially  impair the rights or benefits,  or
materially increase the costs, of any American Party under any American Material
Agreement.  No American  Party has granted any material  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 4.16 of the American Disclosure Schedule, no consents or approvals of
any third party are necessary to permit the  assignment by the American  Parties
of the American Material Agreements to the EXCL Parties 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.

         4.15 Ordinary Course of Business.  Each American Party, from the end of
its  most  recent  fiscal  quarter  to the  date  hereof,  except  (i) as may be
described on Section 4.15 of the American Disclosure Schedule, or (ii) as may be
required or expressly contemplated by the terms of this Agreement,  with respect
to the American Assets and American:

 

                                      -28-


<PAGE>

                 (a)  has  operated  its  business  in the  normal,  usual  and
         customary  manner in the  ordinary  and  regular  course  of  business,
         consistent with prior practice;

                  (b) except in each case in the  ordinary  course of  business,
         consistent with prior practice:

                           (i) has not incurred any  obligations  or liabilities
                  (fixed,  contingent  or other)  which would  obligate any EXCL
                  Party  after the  Closing  having a value in excess of $20,000
                  singly or $100,000 in the aggregate;

                           (ii)  has  not  sold  or  otherwise  disposed  of  or
                  contracted to sell or otherwise  dispose of any American Asset
                  having a value in excess of $20,000;

                           (iii)  has not  entered  into any  commitments  which
                  would obligate any EXCL Party after the Closing having a value
                  in excess of $20,000 singly or $100,000 in the aggregate;

                           (iv) has not made or  committed  to make any material
                  additions  to its  property  or any  purchases  of  equipment,
                  except for normal maintenance and repairs and items covered by
                  the Station's capital budget; and

                           (v) has not entered into,  amended or terminated  any
                  American Lease, American Governmental Authorization,  American
                  Private   Authorization,   American   Material   Agreement  or
                  Contractual  Obligation,  or  any  transaction,  agreement  or
                  arrangement with any Affiliate of any American Party;

                  (c) has not  increased the  compensation  payable or to become
         payable  to any of the  American  Station  Employees  other than in the
         ordinary course of business or otherwise  materially altered,  modified
         or changed the terms of their employment;

                  (d) 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  which will not have been repaired,  cured or
         replaced prior to the Closing Date;

         (e) has not  waived  any  rights of  material  value  without  fair and
adequate consideration;

         (f) has not  experienced  any work  stoppage  with  respect  to  either
American Station; and

                  (g) has not entered into any Trade  Agreement  with respect to
         either of the  American  Stations  (i) which are outside  the  ordinary
         course of business or (ii) otherwise than in accordance with American's
         prior policies and practices


                                      -29-


<PAGE>

         4.16  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 any American  Party,  other than Media  Venture  Partners,
whose  fees  and  expenses  shall  be the sole  responsibility  of the  American
Parties..

         4.17 Solvency. As of the execution and delivery of this Agreement, each
American Party is, and immediately prior to giving effect to the consummation of
the Exchange and the other Transactions will be, solvent.

         4.18 Environmental Matters.  Except as set forth in Section 4.18 of the
American Disclosure Schedule,  with respect to the American Assets, any American
Party (to the knowledge of each American  Party with respect to periods prior to
the acquisition of the American Stations by American):

                  (a) to the  knowledge  of American,  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 any consent decree,  compliance order
         or administrative order issued pursuant to any applicable 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 applicable Environmental Law;

                  (d)  is,  to  the  knowledge  of  American,   in   substantial
         compliance in all material  respects with all applicable  Environmental
         Laws, has, to American's knowledge,  obtained all Environmental Permits
         required under applicable Environmental Laws, and is not 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  material  violations  or  material  breaches  of any
         applicable Environmental Law; and

                  (e) 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 any other provisions of this Agreement, the EXCL Parties make no
representation  or warranty as to any matter relating to any  Environmental  Law
other than as set forth in this Section.


                                      -30-


<PAGE>

         4.19 Trade or Barter.  Section 4.19 of the American Disclosure Schedule
sets  forth  a  true,  complete  and  accurate  description  (including  of  all
obligations  and  liabilities   remaining  thereunder)  of  all  American  Trade
Agreements currently in effect 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.

         4.20 Bulk Sales.  The American  Parties  believe that the provisions of
the Bulk Sales Laws of the State of  California  do not apply to the transfer of
the  American  Assets in  accordance  with the terms of this  Agreement.  To the
extent that such Bulk Sales Laws do apply, the sole recourse of the EXCL Parties
with respect to breach of this  representation  and warranty and any  transferee
liability  due to  noncompliance  with  such laws  shall be the  indemnification
provisions of Article 8.

         4.21 Investment Representations.

         (a) American is an "accredited investor" within the meaning of Rule 501
promulgated  under the Securities Act. American has received all the information
American considers  necessary or appropriate for deciding whether to acquire the
Latin Common Stock including  without  limitation,  copies of the Certificate of
Incorporation  and  Bylaws of  Latin,  the  Amended  and  Restated  Stockholders
Agreement  dated as of November 1, 1996 among Latin and certain  stockholders of
Latin (the "Latin  Stockholder  Agreement"),  the Registration  Rights Agreement
dated as of February 28, 1997 among Latin and certain  stockholders of Latin, as
amended as of March 14, 1997 (the "Latin Registration  Rights  Agreement"),  the
Credit  Agreement  dated as of  February  28, 1997  between  Latin and the First
National  Bank of Boston,  and  financial  statements  of Latin as  requested by
American.  American  has had an  opportunity  to ask  questions  of and  receive
answers from Latin regarding the business, properties,  prospects, and financial
condition of Latin and to obtain additional information (to the extent the Latin
possessed such  information or could acquire it without  unreasonable  effort or
expense)  necessary  to verify the  accuracy  of any  information  furnished  to
American or to which American had access. American is acquiring the Latin Common
Stock  for  its  own  account  for  investment  with  no  present  intention  of
distributing or reselling the same in violation of the Securities Act; provided,
however,  that notwithstanding the foregoing,  American may pledge any or all of
the Latin Common Stock to any bona fide lender to American.  American  covenants
and agrees that it will not sell,  assign,  transfer or otherwise dispose of any
of the Latin Common Stock in violation of the Securities Act.  American does not
have any  contract,  undertaking,  agreement or  arrangement  with any Person to
sell,  transfer or grant  participations  to such Person or to any third  Person
with  respect to any of the Latin Common  Stock,  except for its  obligation  to
pledge the Latin Common Stock to the lenders  under its credit  agreements  with
banks and other financial institutions.

         (b) American  understands that the Latin Common Stock is not registered
under  the  Securities  Act on the  ground  that the offer and sale of the Latin
Common  Stock  under  this  Agreement  is  exempt  from  registration  under the
Securities  Act pursuant to Section 4(2) thereof,  and that Latin's  reliance on
such  exemption is predicated on  American's  representations  set forth herein.
American  understands  that  Latin  is not and will  not be  required  to file a
registration  statement  under the Securities  Act in connection  with any sale,
transfer or other  disposition of the Latin Common Stock,  except as provided in
the Latin Registration Rights Agreement.


                                      -31-

<PAGE>

         (c) American is  experienced  in evaluating and investing in securities
of companies in the radio  broadcasting  business and acknowledges that American
can  bear the  economic  risk of its  investment,  and has  such  knowledge  and
experience  in  financial  and  business  matters  that  American  is capable of
evaluating the merits and risks of the investment in the Latin Common Stock.

         (d) American  understands  that the Latin Common Stock may not be sold,
transferred,  or otherwise disposed of without registration under the Securities
Act  or an  exemption  therefrom,  and  that  in  the  absence  of an  effective
registration statement covering the Latin Common Stock or an available exemption
from registration  under the Securities Act, the Latin Common Stock must be held
indefinitely.  Additionally,  American is aware that the Latin Common Stock will
be subject to the terms and conditions of the Latin Shareholders Agreement.

                                    ARTICLE 5

                                    COVENANTS

         5.1      Access to Information; Confidentiality.

         (a) Each party  shall  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; provided, however, that neither party shall contact
the other party's  employees (other than executive  officers) or visit the other
party's  facilities,  without  the prior  written  consent  of the  party  whose
employees or  facilities  are  involved.  During such  period,  each party 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 which may have a material effect on their  respective  Assets or
Stations or their  businesses,  operations,  properties,  prospects,  personnel,
condition,  (financial or other),  or results of operations,  and (ii) financial
records,  ledgers,  work  papers  and other  sources  of  financial  information
possessed or controlled by either of the parties or their  accountants  and such
other  information  concerning  any of the Assets or the Stations as American or
EXCL 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, 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,
without the prior written consent of the party disclosing such  information,  be
disclosed by the other party in any manner whatsoever,  in whole or in part, and
shall not be used for any purposes,  other than in connection  with the Exchange

                                      -32-


<PAGE>


and the other Transactions. Such information shall only be disclosed to and used
by employees of the receiving  party on a need to know basis in connection  with
the Exchange and the other  Transactions;  provided,  however,  that in no event
shall such information be disclosed to any general manager or sales personnel of
any station owned or operated by an American Party or Affiliate thereof or by an
EXCL Party or Affiliate  thereof  without the prior written consent of the party
whose  information is being disclosed.  In no event shall either party or any of
its  Representatives  use such  information to the detriment of the other party.
Except  as  otherwise  provided  herein,   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  and who shall  undertake  in writing (a copy of which,  if
requested,  will be furnished to the disclosing party) to act in accordance with
the terms and conditions of this Agreement.  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.  Without
limiting the generality of the  foregoing,  American shall make available to the
EXCL Parties,  at their written  request,  any records in American's  custody or
possession and American  personnel or consultants  with knowledge  pertaining to
the  modification of the KSSJ  improvements,  including  without  limitation all
reports of Hadfield & Dawson  prepared in connection  with the Agreement,  dated
July 25, 1996, by and among, inter alia, American and Oscar and Beth Rothenberg.

         (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. To the extent  Applicable Law requires  disclosure by a
party,  such  party  shall  give the other  party an  opportunity  to review and
comment  on such  disclosure  prior  to  publication.  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;  provided,  however,  that
neither  party  shall have any rights to  indemnification  under  Article 8 with
respect  to any  misrepresentation  or breach  of  warranty  of the other  party
actually  known to such party as of the date hereof,  as of the  applicable  TBA
Date,  or as of the Closing  Date,  unless such  misrepresentation  or breach of
warranty  is  disclosed  in writing  to the other  party on or prior to the date
hereof, or on or prior to the applicable TBA Date, or on or prior to the Closing
Date, respectively.


                                      -33-


<PAGE>

(d) The parties recognize that the American Parties and Portland are competitors
in the Portland, Oregon area, and, if the Exchange and other Transactions do not
close, the value of the business of Portland could be  substantially  diminished
if the American Parties or their Affiliates were to solicit certain employees of
Portland, or were to solicit the parties to or interfere with KINK's programming
agreements.  Therefore,  the American  Parties  agree that if this  Agreement is
terminated or if the Exchange and other  Transactions are not consummated by the
Termination  Date (other than due to a  misrepresentation,  breach or default on
the part of any of the EXCL Parties),  then for a period of six (6) months after
such termination or non-consummation (the "Non- Solicitation  Period"), (i) they
will  not  directly  or  indirectly  employ,  or  provide  any  compensation  or
remuneration  of any kind to, any employee of Portland,  or any employee of EXCL
involved in any material way with KINK, or solicit or provide any  inducement to
any of such persons for the purpose of obtaining for the American Parties or any
other Person the  employment  of such  persons,  (ii) they will  cooperate  with
Portland to achieve Portland's reemployment of any current employees of Portland
who were employed by American during the EXCL Stations TBA, and will not solicit
or induce  such  employees  to remain  with  American,  and (iii)  they will not
directly or indirectly  solicit any party to any programming  agreement to which
Portland or any Affiliate thereof is a party which relates to KINK, or interfere
with the relationship  between Portland and any such party;  provided,  however,
that  notwithstanding  the  foregoing  clause  (iii) any  American  Party or any
Affiliate may transact  business and enter into  agreements  with any such party
(not  including  any  employees  of  Portland)  (x) with which it has a business
relationship  as of the date of this  Agreement or (y) which was not directly or
indirectly  solicited by any American Party or any of its Affiliates  during the
Non-Solicitation  Period. The American Parties recognize that a breach of any of
the provisions set forth in this Section 5.1(d) will cause  irreparable  harm to
the EXCL Parties and that actual  damages may be  difficult to ascertain  and in
any event may be inadequate. Accordingly, the American Parties agree that in the
event of such breach, the EXCL Parties shall be entitled to injunctive relief in
addition to such other legal or equitable remedies as may be available,  and the
other  party,  at its option,  may seek to enforce its  remedies in any court of
competent jurisdiction.

         5.2 Agreement to Cooperate.

         (a) Each of the parties  hereto shall use its  reasonable  best 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 best  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  filings  within ten (10) business  days  following the execution and
delivery  of this  Agreement  under the  Hart-Scott-Rodino  Act and all  filings

                                      -34-


<PAGE>

necessary  for the American  Parties and the EXCL Parties to own and operate the
EXCL  Stations  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  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. The EXCL Parties and the American  Parties shall (i) within
ten (10) days following the execution and delivery of this Agreement,  file with
the FCC appropriate  applications for FCC Consents,  and (ii) unless the Closing
has first  occurred,  file with the FCC on a timely basis  applications  for the
renewal of the FCC Licenses for their  respective  Stations.  The parties  shall
prosecute all of such applications  with all reasonable  diligence and otherwise
use its best  efforts to obtain the grant of FCC Consents  and, if  appropriate,
grant of renewal  applications,  as  expeditiously  as  practicable.  If the FCC
Consents, or, if appropriate, the grant of renewal applications, or any of them,
imposes any  condition  on either  party  hereto,  such party shall use its best
efforts  to  comply  with  such  condition  unless  compliance  would be  unduly
burdensome or would have a material  adverse effect upon it. If  reconsideration
or  judicial  review is sought  with  respect  to any FCC  Consent or grant of a
renewal  application,  EXCL 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  and, if
appropriate,  the grant of renewal  applications  with respect to the  Stations,
without any condition which could materially adversely affect the Stations being
acquired by such party, other than conditions  generally applicable to the radio
broadcasting industry or to stations of the same class and type as the Stations.

         (b) The parties shall  cooperate  with one another in the  preparation,
execution  and filing of all  Returns,  questionnaires,  applications,  or other
documents  regarding any real property transfer or gains,  sales, use, transfer,
value  added,   stock  transfer  and  stamp  Taxes,  any  transfer,   recording,
registration  and other fees,  and any similar  Taxes  which  become  payable in
connection  with the  Exchange and the other  Transactions  that are required or
permitted to be filed on or before the Closing Date.

         (c) The EXCL Parties  shall  cooperate  and use their  reasonable  best
efforts to cause their  independent  accountants  to reasonably  cooperate  with
American,  and at American's  expense,  in order to enable  American to have its
independent  accountants  prepare  audited  financial  statements  for the  EXCL
Stations  for the three years ended  December  31,  1996.  Without  limiting the
generality of the foregoing,  the EXCL Parties agrees that they 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  Subsidiaries)  under  the
Securities  Act or the Exchange Act and (ii) execute and deliver,  and cause its

                                      -35-


<PAGE>

directors and officers to execute and deliver, such "representation"  letters as
are   customarily   delivered  in  connection  with  audits  and  as  American's
independent accountants may reasonably request under the circumstances. American
shall  cooperate and use its  reasonable  best efforts to cause its  independent
accountants  to  reasonably  cooperate  with the EXCL  Parties.  and at the EXCL
Parties' expense,  in order to enable the EXCL Parties to have their independent
accountants  prepare audited financial  statements for the American Stations for
the three years ended December 31, 1996.  Without limiting the generality of the
foregoing,  American  agrees that it will (i) consent to the use of such audited
financial  statements in any  registration  statement or other document filed by
any of the EXCL Parties (or any of their  Subsidiaries) under the Securities Act
or the Exchange Act and (ii) execute and deliver,  and cause its  directors  and
officers  to  execute  and  deliver,  such   "representation"   letters  as  are
customarily  delivered  in  connection  with  audits  and as the  EXCL  Parties'
independent accountants may reasonably request under the circumstances.

         (d) The parties acknowledge and agree that they intend, at the time the
Hart-Scott-Rodino  Act  waiting  period  has  expired  or  been  terminated,  if
appropriate  in light of the then  contemplated  Closing  Date,  to execute  and
deliver a time  brokerage  agreement  with  respect to each of (i) the  American
Stations  substantially  in the form of Exhibit A-1  attached  hereto and made a
part hereof (the "American TBA") and (ii) the EXCL Stations substantially in the
form of Exhibit A-2 attached  hereto and made a part hereof (the "EXCL  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) the EXCL  Parties  shall not be liable in any  respect  to the extent any of
their  representations  and warranties  contained in Article 3, and the American
Parties  shall  not  be  liable  in  any  respect  to the  extent  any of  their
representations and warranties  contained in Article 4, are not true and correct
in any  material  respect  on and as of the  Closing  Date  due to any  acts  or
omissions to act of the other party under,  and following  entry into,  the EXCL
Stations TBA and the American Stations TBA, respectively,  (ii) the EXCL Parties
and the American Parties shall not be liable in any respect to the extent any of
their covenants  contained in Article 5 are breached in any material  respect on
and as of the  Closing  Date due to any acts or  omissions  to act of the  other
party under,  and following  entry into,  the EXCL Stations TBA and the American
Stations TBA,  respectively,  (iii) the conditions set forth in Sections  6.2(e)
and  6.3(e)  shall not be deemed to be not  satisfied  as a result of any act or
omission to act of American  under,  and following entry into, the EXCL Stations
TBA and of the EXCL  Parties  under,  and  following  entry into,  the  American
Stations  TBA,  respectively,  and  (iv) the  certificates  to be  delivered  to
American  and EXCL  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 any act or omission to act of the other party under,  and  following
entry into, the TBA Agreements.

         (e) Each of the EXCL Parties agrees to use its reasonable  best efforts
to take, or cause to be taken,  all actions and to do, or cause to be done,  all
things  necessary,  proper or advisable under Applicable Law to enable American,
at its expense,  (i) to complete its full upgrade of KSSJ and to receive program
test authority at the full authorized  facilities,  and affording  coverages and
contours as set forth in the application for such upgrade filed by American with
the FCC, a copy of which has heretofore  been furnished by American to EXCL (the
"American KSSJ Upgrade"),  and (ii) to file an application to upgrade the signal
of KBRG and, to the extent  applicable,  otherwise  cooperate  with  American to
enable it to so upgrade the signal.

                                      -36-
<PAGE>


         5.3  Public  Announcements.  Until  the  Closing,  or in the  event  of
termination of this Agreement,  the EXCL Parties and the American  Parties 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 other's prior consent which consent shall not unreasonably
be withheld,  delayed or conditioned.  Notwithstanding the foregoing, each party
acknowledges and agrees that the EXCL Parties, on the one hand, and the American
Parties,  on the other hand, may, without the other's prior consent,  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 with the other  regarding  the
nature, extent and form of such press release or public statement.

         5.4  Notification  of Certain  Matters.  EXCL and  American  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 or any of its  Subsidiaries or Affiliates
contained in this  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 or any of its  Subsidiaries  or
Affiliates contained in this Agreement not to be complied with or satisfied,  or
(iii) any  change to be made in the EXCL  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 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 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 the EXCL Parties nor the American Parties
shall,  nor shall  they  permit any  Subsidiary  or  Affiliate,  or any of their
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 Subsidiary 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.   "Alternative   Transaction"  means  a
transaction or series of related  transactions  (other than the Exchange and the
other  Transactions)  resulting  in (i) any merger or  consolidation  of either,
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 (ii) any
sale or other  disposition of all or any substantial  part of the EXCL Assets or
either of the EXCL  Stations or the  American  Assets or either of the  American
Stations, as the case may be. The provisions of this Section shall apply to each
Subsidiary and Affiliate of either party.

                                      -37-
<PAGE>


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

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

                  (b) use  commercially  reasonable  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  (subject to the  provisions of
         Sections  5.6(m) and (n)),  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) confer on a regular  and  frequent  basis with one or more
         representatives of American to report material  operational matters and
         the general status of ongoing operations;

                  (d) 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;

                 (e) maintain  levels of  advertising,  marketing and promotion
         efforts and expenditures of KINK at levels no less than those currently
         budgeted in the 1997 business plan, a true, correct and complete in all
         material  respects  description of which is set forth in Section 5.6(e)
         of the EXCL Disclosure Schedule;

                  (f) (i) to operate  each of the EXCL  Stations  in  conformity
         with the EXCL 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 either EXCL Station, and (ii) take all
         actions necessary to maintain the EXCL FCC Licenses;

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

                                      -38-


<PAGE>

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

                  (i) not (i)  dispose  of any of the EXCL  Assets  owned by any
         EXCL Party or used in the operation of either EXCL Station  (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 new Material  Agreement relating
         to the business of either EXCL  Station,  or (iii) fail to maintain the
         EXCL Personal Property in a manner  consistent with generally  accepted
         standards  of  good  engineering  practice,   ordinary  wear  and  tear
         excepted;

                  (j) notify American  promptly if either EXCL Station's  normal
         broadcast transmissions are interrupted or impaired for (i) a period of
         thirty (30) consecutive  minutes or more daily for a period of five (5)
         consecutive  days or during  any seven (7) days  within  any  period of
         thirty (30) day period (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;

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

                  (l)  not  waive  any  material  right  relating  to  the  EXCL
         Stations;

                  (m) not renew or enter into new employment agreements with any
         KINK Station  Employee  without the consent of American  which  consent
         shall not unreasonably be withheld, delayed or conditioned;

                 (n) not institute any general  increase in the compensation of
         the KINK Station Employees except as and to the extent set forth in the
         current  business  plan or as required  under any  existing  employment
         agreement;

                  (o) (i)  refrain  from  entering  into  new  trade  or  barter
         agreements obligating the EXCL Stations,  and (ii) use its commercially
         reasonable  efforts  to  fulfill  its  obligations  under all trade and
         barter agreements currently in effect; and

                  (p) not enter  into any new  agreements  providing  for annual
         payments by the EXCL  Stations in excess of $25,000  per  agreement  or
         $100,000 in the aggregate for all such agreements.

                                      -39-


<PAGE>

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

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

                  (b) use  commercially  reasonable  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) confer on a regular  and  frequent  basis with one or more
         representatives of EXCL to report material  operational matters and the
         general status of ongoing operations;

                  (d) 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;

                  (e) maintain  levels of  advertising,  marketing and promotion
         efforts  and  expenditures  at  levels  no less  than  those  currently
         budgeted in the 1997 business plan, a true, correct and complete in all
         material  respects  description of which is set forth in Section 5.7(e)
         of the American Disclosure Schedule;

                  (f) (i) to operate 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 either American Station and (ii) take
         all actions necessary to maintain the American FCC Licenses;

                (g)  refrain  from  changing  the  frequency  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;

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

                                      -40-


<PAGE>

  
                  (i) not (i)  dispose of any of the  American  Assets  owned by
         American or used in the  operation of either  American  Station  (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 either American  Station,  or (iii) fail to
         maintain the American  Personal  Property in a manner  consistent  with
         generally  accepted  standards of good engineering  practice,  ordinary
         wear and tear excepted;

                  (j) notify EXCL promptly if either American  Station's  normal
         broadcast transmissions are interrupted or impaired for (i) a period of
         thirty (30) consecutive  minutes or more daily for a period of five (5)
         consecutive  days or during  any seven (7) days  within  any  period of
         thirty (30) day period (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;

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

                  (l) not waive any  material  rights  relating to the  American
         Assets; and

                  (m)  not  enter  into  any  agreements  providing  for  annual
         payments by the American Stations in excess of $25,000 per agreement or
         $100,000 in the aggregate for all such agreements.

         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, or in the event any Station shall
be  off-the-air  for  more  than  seventy-two   (72)   consecutive   hours,  the
transferring  party 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  provided that the  transferring  party is proceeding in good
faith to  diligently  repair or  replace  such  loss or  damage  or effect  such
operation) 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,

                                      -41-


<PAGE>



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  and/or
restore the Station to operate on full  licensed  power;  alternatively,  at the
request of the  acquiring  party,  the  transferring  party shall  assign to the
acquiring  party the  insurance  proceeds  (and pay to the  acquiring  party the
applicable deductible relating to the loss or damage or loss of operation (or in
the event such proceeds and payment are not adequate 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.

         5.9 KINK Employees. American will, during the effectiveness of the EXCL
Stations TBA, employ each KINK Station Employee  described in Section 5.9 of the
EXCL  Disclosure  Schedule  and,  thereafter,  if the  performance  of such KINK
Station Employee is, in American's  reasonable business judgment,  satisfactory,
offer  employment  to such  KINK  Station  Employee,  in each  case on terms and
conditions  which are not less favorable,  in the aggregate with respect to each
employee,  than the terms and conditions of such KINK Station Employee's current
employment  (which are set forth in all material  respects in Section 5.9 of the
EXCL Disclosure  Schedule) or, in the event it does not so offer such employment
assume the  salary  continuation  arrangements  for such KINK  Station  Employee
described in Section 5.9 of the EXCL Disclosure Schedule.


                                    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, in whole or in part, to the extent permitted by Applicable Law:

                  (a) 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 EXCL, based upon the advice of counsel,  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

                  (b) All authorizations, consents, waivers, orders or approvals
         required  to be obtained  from all  Authorities,  and all  Governmental
         Filings  required  to be made by any  American  Party or any EXCL Party
         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,

                                      -42-


<PAGE>



         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 material adverse effect upon the party acquiring such Stations, and
         (ii) (A) a Final  Judgment  shall have been entered with respect to the
         American  Consent  Decree and (B) the U.S.  Department of Justice shall
         have approved the Exchange pursuant to such Final Judgment.

         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, in
whole or in part, to the extent permitted by Applicable Law:

                  (a) EXCL shall have  delivered  to caused to be  delivered  to
         American all of the  Collateral  Documents  required to be delivered to
         the  American  Parties  at or  prior  to the  Closing  pursuant  to the
         provisions  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,  and American and its counsel
         and American and its counsel  shall have received all  information  and
         copies of all documents,  including  records of corporate  proceedings,
         which  they  may  reasonably  request  in  connection  therewith,  such
         documents  where  appropriate  to  be  certified  by  proper  corporate
         officers;

                  (b) EXCL shall have  furnished  the  American  Parties and, at
         American's request, any bank or other financial  institution  providing
         credit to  American  or  American  or any  Subsidiary  of  American  or
         American, with a favorable opinion, dated the Closing Date, of McBride,
         Baker & Coles, counsel for the EXCL Parties,  substantially in the form
         set forth in Exhibit B-1 attached hereto and made a part hereof, and of
         Leventhal,   Senter  &  Lerman,  FCC  counsel  for  the  EXCL  Parties,
         substantially  in the form set forth in Exhibit B-2 attached hereto and
         made a part  hereof,  and with  respect to such other  matters  arising
         after the date of this Agreement incident to the Exchange and the other
         Transactions, as American or its counsel or American or its counsel may
         reasonably  request or which may be  reasonably  requested  by any such
         bank or financial institution or their respective counsel;

                  (c) The  representations  and  warranties  of each EXCL  Party
         contained in this  Agreement  or otherwise  made in writing by it or on
         its behalf  pursuant  hereto or otherwise  made in connection  with the
         Exchange  and the other  Transactions  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  (including
         without  limitation  giving effect to any later  obtained  knowledge of
         EXCL or  American);  each  and  all of the  covenants,  agreements  and
         conditions to be performed or satisfied by each EXCL Party hereunder at
         or  prior to the  Closing  Date  shall  have  been  duly  performed  or
         satisfied  in all  material  respects;  and each EXCL Party  shall have
         furnished   American  with  such   certificates   and  other  documents
         evidencing  the truth of such  representations  and  warranties and the
         performance  or  satisfaction   of  such   covenants,   agreements  and
         conditions as American or its counsel shall have reasonably requested;

                                      -43-


<PAGE>


                  (d)  All  authorizations,   consents,   waivers,   orders  and
         approvals and all  modifications,  if any, of Contractual  Obligations,
         all  to the  extent  set  forth  in  Schedule  6.2(d)  of the  American
         Disclosure Schedule, shall have been obtained,  without the imposition,
         individually or in the aggregate, of any condition or requirement which
         could materially adversely affect American;

                  (e) Between the date of this  Agreement  and the Closing Date,
         there shall not have  occurred and be continuing  any material  adverse
         change in EXCL from that  reflected  in the most  recent  EXCL  Station
         Financial Statements,  except for general business, market and economic
         conditions  and  matters  affecting  the  radio  broadcasting  industry
         generally; as of the Closing Date, the EXCL FCC Licenses shall not have
         been  materially and adversely  affected by any act, or failure to act,
         of any EXCL Party;

                  (f) Latin shall have  executed  and  delivered to American (i)
         the  Latin  Registration  Rights  Agreement,   as  amended  to  reflect
         inclusion  of the Latin  Common  Stock  and (ii) the Latin  Stockholder
         Agreement,  as amended in a manner reasonably  satisfactory both to the
         senior  lenders to  American  who will have a security  interest in the
         Latin  Common Stock and to the  stockholders  of Latin who must consent
         thereto;

                  (g) If  American  shall have  obtained  Phase I  environmental
         reports from reputable environmental consultants with respect to any or
         all of the EXCL Real  Property  prior to the  earlier of (i) sixty (60)
         days  from the date  hereof or (ii) the  commencement  date of the EXCL
         Stations TBA, such reports shall show no environmental conditions which
         would materially adversely affect the operation by American of the EXCL
         Assets or which would violate any of the representations and warranties
         of the EXCL  Parties set forth in Section 3.18  (without  regard to the
         knowledge qualification);

                  (h) A title company reasonably  acceptable to American and its
         lenders  shall  be  willing  and able to  issue,  upon  payment  of its
         regularly  scheduled premium by American,  an ALTA or extended coverage
         policy of leasehold title insurance, with such endorsements as American
         and its  lender may  reasonably  request,  for the EXCL Real  Property,
         subject to the Permitted Liens and the standard printed  conditions and
         exceptions for an ALTA lender's policy; and

                  (i) If the  Closing  has not  occurred  (i) prior to August 1,
         1997,  the FCC shall have  granted the  application  for renewal of the
         KBRG FCC Licenses without  material adverse  conditions to EXCL or KBRG
         for a license term to expire not sooner than December 1, 2005, and such
         grant shall have become Final Order, and (ii) prior to October 1, 1997,
         the FCC shall have granted the  application for renewal of the KINK FCC
         Licenses  without  material  adverse  conditions  to EXCL or KINK for a
         license term to expire not sooner than February 1, 2006, and such grant
         shall  have  become  Final  Order.  The  parties  acknowledge  that the
         imposition by the FCC of standard EEO reporting  conditions  for a term
         not to exceed  three (3) years  shall not be deemed a material  adverse
         condition to the grant of such

                                      -44-


<PAGE>



         renewal  applications.  In the event that  either  such FCC Consent has
         been obtained, but is not a Final Order by August 1, 1997 or October 1,
         1997, as the case may be,  American may at its option defer the Closing
         until a date  selected  by it  which is not  later  than  fifteen  (15)
         business days after the last date on which the grant by the FCC of each
         of the  applications  for renewal of the EXCL FCC Licenses has become a
         Final  Order,  but in no event shall such  deferral  extend  beyond the
         Termination Date.

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

                  (a) American shall have delivered to caused to be delivered to
         EXCL all of the  Collateral  Documents  required to be delivered to the
         EXCL Parties at or prior to the Closing  pursuant to the  provisions of
         this  Agreement;   such   Collateral   Documents  shall  be  reasonably
         satisfactory in form, scope and substance to EXCL and its counsel,  and
         EXCL and its counsel shall have received all  information and copies of
         all documents,  including records of corporate proceedings,  which they
         may reasonably  request in connection  therewith,  such documents where
         appropriate to be certified by proper corporate officers;

                  (b)  American  shall have  furnished  the EXCL Parties and, at
         EXCL's  request,  any bank of  other  financial  institution  providing
         credit to the EXCL Parties or any Subsidiary,  with favorable opinions,
         dated the Closing  Date of Sullivan &  Worcester  LLP,  counsel for the
         American  Parties,  substantially  in the form of Exhibit C-1  attached
         hereto  and made a part  hereof  and of Dow,  Lohnes &  Albertson,  FCC
         counsel for the American Parties,  substantially in the form of Exhibit
         C-2  attached  hereto and made a part hereof,  and, in each case,  with
         respect to such other matters  arising after the date of this Agreement
         incident to the  Exchange  and the other  Transactions,  as EXCL or its
         counsel may reasonably request or which may be reasonably  requested by
         any such bank or financial institution or their respective counsel;

                  (c) The  representations and warranties of each American Party
         contained in this  Agreement  or otherwise  made in writing by it or on
         its behalf  pursuant  hereto or otherwise  made in connection  with the
         Exchange  and the other  Transactions  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  (including
         without  limitation  giving effect to any later  obtained  knowledge of
         American  or  EXCL);  each  and all of the  covenants,  agreements  and
         conditions  to  be  performed  or  satisfied  by  each  American  Party
         hereunder  at or  prior  to the  Closing  Date  shall  have  been  duly
         performed  or satisfied in all  material  respects;  and each  American
         Party  shall  have  furnished  EXCL  with such  certificates  and other
         documents  evidencing the truth of such  representations and warranties
         and the performance or  satisfaction of such covenants,  agreements and
         conditions as EXCL or its counsel shall have reasonably requested;

                  (d)  All  authorizations,   consents,   waivers,   orders  and
         approvals and all  modifications,  if any, of Contractual  Obligations,
         all to the extent set forth in Schedule 6.3(d)

                                      -45-


<PAGE>



         of the EXCL Disclosure Schedule, shall have been obtained,  without the
         imposition,  individually  or in the  aggregate,  of any  condition  or
         requirement which could materially adversely affect EXCL;

                  (e) Between the date of this  Agreement  and the Closing Date,
         there shall not have  occurred and be continuing  any material  adverse
         change in American  from that  reflected  in the most  recent  American
         Station Financial  Statements  except for general business,  market and
         economic  conditions and matters affecting the radio broadcast industry
         generally;  as of the Closing Date, the American FCC Licenses shall not
         have been  materially and adversely  affected by any act, or failure to
         act, of any American Party;

                  (f)  American  have  executed  and  delivered to Latin (i) the
         Latin  Registration  Agreement,  as amended to reflect inclusion of the
         Latin Common Stock and (ii) the Latin Stockholder Agreement, as amended
         in a manner  reasonably  satisfactory  both to the  senior  lenders  to
         American  who will have a security  interest in the Latin  Common Stock
         and to the stockholders of Latin who must consent thereto;

                  (g)  American  shall have  completed  the  upgrade of KSSJ and
         shall  have  received  a grant  of a  license  for KSSJ to  operate  in
         accordance  with the  construction  permit issued for the American KSSJ
         Upgrade;

                  (h) If EXCL shall have obtained Phase I environmental  reports
         from reputable environmental  consultants with respect to any or all of
         the American Real Property  prior to the earlier of (i) sixty (60) days
         from the date  hereof  or (ii) the  commencement  date of the  American
         Stations TBA, such reports shall show no environmental conditions which
         would  materially  adversely  affect the  operation  by American of the
         American Assets or which would violate any of the  representations  and
         warranties  of the American  Parties set forth in Section 4.18 (without
         regard to the knowledge qualification);

                  (i) A title  company  reasonably  acceptable  to EXCL  and its
         lenders  shall  be  willing  and able to  issue,  upon  payment  of its
         regularly  scheduled  premium  by EXCL,  an ALTA or  extended  coverage
         policy of leasehold title insurance, with such endorsements as EXCL and
         its lender may  reasonably  request,  for the American  Real  Property,
         subject to the Permitted Liens and the standard printed  conditions and
         exceptions for an ALTA lender's policy;

                  (j) The new antenna for KBAY shall have been  installed at the
         KBAY tower site and such antenna shall (i) have resolved all complaints
         regarding  RFR  interference  at the tower site  known to the  American
         Parties,  (ii) have been  certified by American to meet all  Applicable
         Laws  (including   without  limitation  the  1992  ANSI  standards  for
         interference and for exposure to radio frequency radiation,  whether or
         not such standards shall have been fully implemented by the FCC), (iii)
         be  operating  in  conformance  in  all  material   respects  with  all
         applicable  standards under the tower site agreement and FCC rules, and
         (iv) not have caused any  material  adverse  effect on the  coverage or
         operation of KBAY;


                                      -46-


<PAGE>



                  (k) The FCC shall  have  granted  any  construction  permit or
         other  authorization,  including  program test authority,  necessary in
         connection  with the  installation  of the new antenna now proposed for
         use by KSSJ;  the antenna shall have been installed and certified to be
         operating in  accordance  with all FCC  regulations;  and KSSJ shall be
         operating with coverage initially proposed in FCC File No.BPH-9602151E.
         American shall have certified that the KSSJ facilities,  as modified by
         the new antenna,  have met and comply in all material respects with (i)
         the  conditions of the Special Use Permit  issued by El Dorado  County,
         (ii) all  applicable  conditions  under the  Agreement,  dated July 25,
         1996, by and among, inter alia, American and Oscar and Beth Rothenberg,
         and (iii) all Applicable  Laws (including  without  limitation the 1992
         ANSI  standards for  interference  and for exposure to radio  frequency
         radiation,  whether  or  not  such  standards  shall  have  been  fully
         implemented by the FCC) relating to the  installation  and operation of
         broadcast transmitting facilities; and

                  (l) If the Closing has not  occurred  prior to August 1, 1997,
         the FCC shall have granted each of the  applications for renewal of the
         American FCC Licenses without  material adverse  conditions to American
         or the  American  Stations for a license term to expire not sooner than
         December 1, 2005,  and such grants shall have become Final Orders.  The
         parties  acknowledge  that the  imposition  by the FCC of standard  EEO
         reporting conditions for a term not to exceed three (3) years shall not
         be deemed a material  adverse  condition  to the grant of such  renewal
         applications.  In the event that the FCC Consent has been obtained, but
         is not a Final  Order by August 1, 1997,  EXCL may at its option  defer
         the Closing until a date selected by it which is not later than fifteen
         (15) business days after the last date on which the grant by the FCC of
         each of the  applications  for renewal of the American FCC Licenses has
         become a Final Order, but in no event shall such deferral extend beyond
         the Termination Date.

         6.4 Consummation of KBAY-KINK  Exchange.  Anything in this Article 6 or
elsewhere in this Agreement to the contrary  notwithstanding,  the parties agree
that if either (i) a Final  Judgment shall not have been entered with respect to
the American  Consent  Decree or (ii) the U.S.  Department  of Justice shall not
have approved the KSSJ-KBRG Exchange pursuant to such Final Judgement,  then the
parties  shall be  obligated to and shall  consummate  the  KBAY-KINK  Exchange,
subject to all of the  conditions  of this Article 6 but only to the extent that
they apply to the KBAY- KINK  Exchange and not the KSSJ-KBRG  Exchange.  Without
limiting the generality of the foregoing, in the event the KBAY-KINK Exchange is
to  be  consummated,   (i)  all  of  the  certificates,   opinions,   and  other
documentation  referred to in Sections  6.1,  6.2 and 6.3 shall apply  solely to
such Exchange, and (ii) the existence of one or more Legal Actions (or any other
failure of a condition) with respect to  consummation of the KSSJ-KBRG  Exchange
shall not affect the requirement of consummating the KBAY-KINK Exchange. In such
event,  the  parties  will  continue  to  cooperate  in an effort to satisfy any
remaining  conditions to the KSSJ-KBRG Exchange and, at the election of the EXCL
Parties, the EXCL Parties may designate another Person, reasonably acceptable to
the American  Parties,  to become the prospective  transferee of the KSSJ Assets
and a party to the TBA with  respect to KSSJ in order to satisfy the  conditions
of the American Consent Decree or any other requirements of any Authority.



                                      -47-


<PAGE>


                                    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 the EXCL  Parties  and the  American
         Parties; or

                  (b) by either the American  Parties or the EXCL Parties 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  U.S.  Department  of  Justice  shall  have
         provided  written  notice  objecting  to the  transfer  of KSSJ to EXCL
         pursuant to the provisions of the American  Consent Decree or otherwise
         indicated that it does not intend to approve such  transfer;  provided,
         however,  notwithstanding  the foregoing,  neither the American Parties
         nor the EXCL  Parties may  terminate  this  Agreement  pursuant to this
         paragraph  (b)  so  long  as  the  KBAY-KINK   Exchange  has  not  been
         consummated  unless  the  permanent  injunction,   decree  or  judgment
         referred to in clause (i) refers to such Exchange; or

                  (c) by the  EXCL  Parties  in the  event  no EXCL  Party is in
         material  breach  of its  covenants  and  agreements  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 and the other  Transactions  have not been consummated
         prior to the Termination  Date, or (ii) one or more American Parties is
         in material breach of this Agreement or any of its  representations  or
         warranties  shall have become and continue to be untrue in any material
         respect,  and such a breach or  untruth  exists  and is not  capable of
         being cured within the cure period specified in this Section; or

                  (d) by the American  Parties in the event no American Party is
         in material  breach of its covenants and  agreements  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 and the other  Transactions  have not been consummated
         prior to the  Termination  Date, or (ii) one or more EXCL Parties is in
         material  breach of this  Agreement  or any of its  representations  or
         warranties  shall have become and continue to be untrue in any material
         respect,  and such a breach or  untruth  exists  and is not  capable of
         being cured within the cure period specified in this Section.

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;  and  provided  further,
however,  that  nothing  herein shall limit the cure period set forth in Section
5.8 which is not limited to the Termination Date.

                                      -48-


<PAGE>



         The term  "Termination  Date"  shall mean March 31,  1998 or such other
date as the parties may, from time to time, mutually agree.

         The right of the American Parties or the EXCL Parties 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,  subject, however, to
the proviso in Section 5.1(c).

         7.2 Effect of Termination.

         (a)   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, or in the event the Exchange  shall
not have been consummated  prior to the end of business on the Termination Date,
this Agreement shall forthwith  become void,  there shall be no liability on the
part of either  party,  or any of their  respective  Affiliates  (including  its
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   either   party  from   liability   for  any
misrepresentation  or breach of any of its  warranties,  covenants or agreements
set forth in this Agreement.

         (b) In the  event  this  Agreement  is  terminated  (i) by the  parties
pursuant to the  provisions of Section 7.1(a) or (ii) by the EXCL Parties or the
American  Parties  pursuant  to the  provision  of  Section  7.1 (b),  except as
provided in Section 7.2(a), neither of the parties shall have any further rights
or remedies.


                                    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,  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) eighteen (18) months after the Closing Date,  (b)
the  applicable  statute  of  limitations  in the  case of  matters  of a nature
referred to in Sections 3.1(b) and (c), 3.7(b),  3.11,  3.12,  3.20,  4.1(b) and
(c), 4.7(b),  4.11, 4.12 and 4.20, or (c) the applicable  statute of limitations
in the case of  obligations  and  liabilities  assumed  pursuant to the American
Assumable Agreements and the EXCL Assumable Agreements (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.

                                      -49-


<PAGE>




         8.2 Indemnification.  Each party (the "indemnifying party") agrees that
on and after the Closing it shall  indemnify  and hold  harmless the other party
(which shall include its Affiliates,  including without limitation its officers,
directors,  employees,  agents  and  other  Representatives)  (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 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 the
         American Parties being the indemnifying  party) and the EXCL Nonassumed
         Liabilities  (in the case of the EXCL  Parties  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 California (in the case of American being the indemnifying
         party) or the States of California  and Oregon (in the case of the EXCL
         Parties being the indemnifying party).

The liability of each of the American Parties and each of the EXCL Parties under
this  Article 8 shall,  subject to the  provisions  of Section 8.3, be joint and
several.  Without  limiting  the  generality  of any  other  provision  of  this
Agreement,  the term "each indemnifying  party" in this Article 8 shall mean the
American  Parties as a group and the EXCL Parties as a group and not each member
thereof individually.

         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,  $50,000 in which  event the  indemnified  party shall be entitled to
recover all such Loss and Expense (including such $50,000  threshold),  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  $1,000,000,  except for
any Loss or Expense  arising out of matters of a nature  referred to in Sections
3.1(b)  and 4.1(b) and the first  paragraph  of Section  3.7(b) and 4.7(b) as to
which the  limitations  set forth in this  clause  (ii)  shall  not  apply.  The
provisions of the immediately preceding sentence of this

                                      -50-


<PAGE>



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.  Each party's indemnification rights shall
also be subject to the limitation set forth in the proviso in Section 5.1(c).

         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  satisfactory
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 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.


 

                                      -51-


<PAGE>

                                   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 EXCL may extend the time for the
performance  of any of the  obligations  or other  acts of the  other,  subject,
however,  to the  provisions  with respect to the  Termination  Date,  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 EXCL insofar as they
relate to the EXCL  Stations  and the EXCL  Assets.  All filing and similar fees
(including  without  limitation  Hart-Scott-Rodino  filings and FCC filing fees)
shall be borne  equally  by  American  and EXCL.  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 (with respect to such party, its "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) sent by  recognized  courier  service,  providing
evidence of  delivery,  postage  prepaid  (in which case notice  shall be deemed
given when given to the service with postage prepaid unless evidence of delivery
or refusal of delivery is not obtained),  (b) sent by telex, telegram,  telecopy
or other  form of rapid  transmission  (confirmed  by  sending  as  provided  in
preceding  clause  (a)) (in which  case  notice  shall be deemed  given when the
transmission  is complete and evidence  thereof is obtained),  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) (in which case notice
shall be deemed  given  upon  such  personal  delivery).  All such  notices  and
communications shall be sent or delivered as follows:

         (a)      If to any American Party:

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


                                      -52-


<PAGE>



                  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 any EXCL Party:

                  Latin Communications Group, Inc.
                  143 Varick Street
                  New York, New York 10013
                  Attention: Peter Davidson, Chief Executive Officer
                  Telecopier No.: (212) 633-6201

                  with copies to:

                  EXCL Communications, Inc.
                  2905 South King Road
                  San Jose, California 95122
                  Attention: Christopher Marks, Chairman
                  Telecopier No.: (408) 270-5567

                           and

                  McBride, Baker & Coles
                  500 West Madison Street, 40th Floor
                  Chicago, Illinois 60661-2511
                  Attention: Elias N. Matsakis, Esq.
                  Telecopier No.: (312) 993-9350

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.

                                      -53-


<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.


                                      -54-


<PAGE>

         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.

         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 without limitation that certain
letter of intent, dated February 20, 1997, between the parties.

         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 (including without
limitation, in the case of American, American) 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 (a) any Affiliate
of any party who is a  transferee  of any Assets or any FCC Licenses on or prior
to the Closing Date and (b) 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 American and EXCL, and each  provision  hereof has been subject to the mutual
consultation,  negotiation  and  agreement  of the parties and there shall be no
construction  against  either  party based on any  presumption  of that  party's
involvement in the drafting thereof.

         9.15  American  Agent  for Other  American  Parties.  Anything  in this
Agreement to the contrary  notwithstanding,  each of the American Parties (other
than  American)  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 any EXCL Party,  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 each other American Party,  whether or not it has
specifically   approved  such  action  or  executed  such   extension,   waiver,
termination or amendment.


                                      -55-


<PAGE>


         9.16 EXCL Agent for Other EXCL Parties.  Anything in this  Agreement to
the contrary notwithstanding,  each of the EXCL Parties (other than EXCL) hereby
grants EXCL an  irrevocable  power of attorney and hereby  irrevocably  appoints
EXCL 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 either  American  Party,
waivers,  terminations  or amendments,  and any action taken by EXCL pursuant to
such power of attorney and agency, and any such extension,  waiver,  termination
or  amendment  executed  and  delivered by EXCL shall be binding upon each other
EXCL Party, whether or not it has specifically  approved such action or executed
such extension, waiver, termination or amendment.

         9.17  Preparation  of Exhibits.  The parties  agree that they will,  as
promptly as possible and in any event within ten (10)  business days of the date
hereof,  agree  upon the form of all of the  Exhibits,  whereupon  they shall be
deemed to be incorporated in and be a part of this Agreement.



                                      -56-


<PAGE>



         IN WITNESS  WHEREOF,  the  American  Parties and the EXCL  Parties 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:

                                 Latin Communications Group, Inc.


                                 By:______________________________________
                                       Name:
                                       Title:

                                 EXCL Communications, Inc.


                                 By:______________________________________
                                       Name:
                                       Title:

                                 Radio Exito, Inc.


                                 By:_____________________________________
                                       Name:
                                       Title:

                                 Portland Radio, Inc.


                                 By:_____________________________________
                                       Name:
                                       Title:


                                      -57-


<PAGE>



                                                                    APPENDIX A

                                   DEFINITIONS

         As used in this Agreement,  unless the context otherwise requires,  the
following  terms  (or any  variant  in the  form  thereof)  have  the  following
respective  meanings.  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 herein 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 the 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, unless the context otherwise  requires,  refer to
EXCL and American and shall include any Subsidiary of either thereof which is or
becomes a party to this Agreement.

         Accounts Receivable shall mean (a) 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 any  American  Party or any EXCL Party,  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),  including  without
limitation  accounts  receivable,  letters  of credit  and the right to  receive
payment thereunder,  chattel paper, insurance proceeds,  contract rights, notes,
drafts, instruments,  documents,  acceptances,  and all other debts, obligations
and  liabilities in whatever form now or hereafter  owing from any other Person,
all  guarantees,  security and Liens for the payment of any thereof,  and all of
any American  Party's or any EXCL Party's,  as the case may be, rights to goods,
now owned or hereafter  acquired,  sold (delivered,  undelivered,  in transit or
returned) which may be represented  thereby;  and (b) all proceeds of any of the
foregoing.

         adverse,  adversely, when used alone or in conjunction with other terms
(including  without  limitation  "affect," "change" and "effect") shall mean any
Event  which is  reasonably  likely,  in the  reasonable  business  judgment  of
American or EXCL, as the case may be, to be expected 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
American  Assets  or the EXCL  Assets  or the  conduct  of the  business  of the
American  Stations or the EXCL  Stations,  as the case may be, or (c) impair the
EXCL Parties' or the American  Parties',  as the case may be, ability to fulfill
their obligations under the terms of this Agreement, or (d) adversely affect the
aggregate  rights and remedies of the American  Parties or the EXCL Parties,  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 or any  Event  affecting  the radio  broadcasting
industry  generally nor, from and after the effectiveness of the applicable TBA,
conditions in the market or markets to which such TBA relates shall be deemed to
constitute an adverse change,  have an adverse effect or to adversely  affect or
effect.


                                     

<PAGE>


         Affiliate,  Affiliated shall mean, with respect to any Person,  (a) any
other Person at the time  directly or indirectly  controlling,  controlled by or
under direct or indirect  common control with such Person,  (b) any other Person
of which such Person at the time owns, or has the right to acquire,  directly or
indirectly,  twenty  percent  (20%) or more of any class of the capital stock or
beneficial  interest,  (c) any other Person  which at the time owns,  or has the
right to acquire,  directly or  indirectly,  twenty percent (20%) or more of any
class of the  capital  stock or  beneficial  interest  of such  Person,  (d) any
executive  officer  or  director  of  such  Person,  (e)  with  respect  to  any
partnership,  joint venture or similar Entity, any general partner thereof,  and
(f) when used with respect to an  individual,  shall  include any member of such
individual's immediate family or a family trust.

         Agreement shall mean this Agreement as originally in effect, including,
unless  the  context  otherwise  specifically  requires,  this  Appendix  A, the
American  Disclosure  Schedule,  the EXCL  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.

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

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

         American  Assets  shall mean the KBAY Assets and the KSSJ  Assets,  but
excluding the American  Excluded  Assets.  The KBAY Assets shall mean all assets
used or held for use in the ownership,  operation or the conduct of the business
of KBAY by either American Party or any American  Affiliate,  including  without
limitation (a) the KBAY Real Property,  (b) the KBAY Personal Property,  (c) the
KBAY  Governmental  Authorizations  (including  without  limitation the KBAY FCC
Licenses), (d) the KBAY Assumable Agreements, and (e) the KBAY Intangible Assets
directly  relating to the operation of the KBAY Personal  Property or covered by
the KBAY  Assumable  Agreements,  but  excluding,  in all  cases,  the  American
Excluded  Assets.  The KSSJ Assets shall mean all assets used or held for use in
the  ownership,  operation  or the  conduct  of the  business  of KSSJ by either
American Party or any American  Affiliate,  including without limitation (a) the
KSSJ Real Property,  (b) the KSSJ Personal  Property,  (c) the KSSJ Governmental
Authorizations  (including  without  limitation the KSSJ FCC Licenses),  (d) the
KSSJ  Assumable  Agreements,  (e) the  call  letters  "KSSJ",  and (f) the  KSSJ
Intangible  Assets  directly  relating  to the  operation  of the KSSJ  Personal
Property or covered by the KSSJ  Assumable  Agreements,  but  excluding,  in all
cases, the American Excluded Assets.

         American Assumable  Agreements shall mean the KBAY Assumable Agreements
and the KSSJ Assumable Agreements.  The KBAY Assumable Agreements shall mean (a)
the  KBAY  Leases,  (b) the KBAY  Material  Agreements  and (c) the  KBAY  Other
Contracts;  in each  case to the  extent  set  forth in the  Appendix--Assumable
Agreements  section  of  the  EXCL  Disclosure  Schedule.   The  KSSJ  Assumable
Agreements shall mean the KBAY Leases and the KBAY Material Agreements,  in each
case to the extent set forth in the  Appendix--Assumable  Agreements  section of
the EXCL Disclosure Schedule.

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


                                       A-2

<PAGE>



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

         American  Employee  Plans shall have the meaning given to it in Section
4.12(a).  KBAY Employee Plans shall mean the American  Employee Plans associated
with the ownership, operation and conduct of the business of KBAY. KSSJ Employee
Plans shall mean the American  Employee  Plans  associated  with the  ownership,
operation and conduct of the business of KSSJ.

         American  Excluded Assets shall mean (i) all cash and cash  equivalents
of any American  Party,  except as  specifically  provided in the  definition of
American  Assets,  (ii) all  American  Accounts  Receivable,  (iii) all American
Intangible Assets  (including  without  limitation the call letters "KBAY",  but
excluding  the call  letters  "KSSJ" and  American  Intangible  Assets  directly
relating to the  operation of the American  Personal  Property or covered by the
American Assumable Agreements) (iv) the American Private Authorizations, (v) the
American  Trade  Agreements,  (vi) all American  Material  Agreements  and other
Contracts of KBAY, other than those listed in the Appendix--Assumable Agreements
section of the EXCL  Disclosure  Schedule,  (vii) all  rights  and  obligations,
including without limitation  American KBAY Employee Plans,  associated with the
American  Station  Employees,  (viii) the corporate names of each American Party
and its books,  records and other documents relating to its corporate existence,
organization  and  capitalization,  (ix) all books and records of each  American
Party  relating  to either  American  Station  and which any  American  Party 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
to the extent  relating  to the  American  Assets,  (x) all  insurance  policies
relating to the American Assets,  (xi) software programs and other assets at the
principal  executive  offices of any  American  Party  used to  provide  certain
financial and accounting services for either American Station, and (xii) any and
all products,  profits and proceeds of, and  including  without  limitation  all
Claims,  claims, causes of actions,  rights, titles and interests,  remedies and
instruments with respect to, any of the foregoing.

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

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

         American  Intangible  Assets  shall  have  the  meaning  given to it in
Section 4.8. KBAY Intangible  Assets shall mean the American  Intangible  Assets
associated  with the  ownership,  operation and conduct of the business of KBAY.
KSSJ Intangible Assets shall mean the American Intangible Assets associated with
the ownership, operation and conduct of the business of KSSJ.

         American  KSSJ  Upgrade  shall have the meaning  given to it in Section
5.2(e).

         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.


                                       A-3

<PAGE>



         American  Material  Agreement  shall  have the  meaning  given to it in
Section  4.16.  KBAY  Material  Agreements  shall  mean  the  American  Material
Agreements associated with the ownership,  operation and conduct of the business
of KBAY. KSSJ Material  Agreements shall mean the American  Material  Agreements
associated with the ownership, operation and conduct of the business of KSSJ.

         American Other  Contracts  shall mean (a) all KSSJ Material  Agreements
set forth on Section 4.12 of the American Disclosure Schedule, (b) all Contracts
of American  for the sale of time on KSSJ for cash  entered into in the ordinary
course of business consistent with prior practice,  and (c) Contracts associated
with the  ownership,  operation and conduct of the business of KSSJ 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(a).

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

         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,  operation or conduct of the business of
either of the American Stations.

         American Private  Authorizations shall mean all Private  Authorizations
used or held for use in the  ownership,  operation or conduct of the business of
either of the  American  Stations.  KBAY Private  Authorizations  shall mean the
American  Private  Authorizations  associated with the ownership,  operation and
conduct of the  business of KBAY.  KSSJ  Private  Authorizations  shall mean the
American  Private  Authorizations  associated with the ownership,  operation and
conduct of the business of KSSJ.

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

         American  Station  Employees  shall  have  the  meaning  given to it in
Section 4.12. KBAY Station  Employees shall mean the American Station  Employees
associated  with the  ownership,  operation and conduct of the business of KBAY.
KSSJ Station Employees shall mean the American Station Employees associated with
the ownership, operation and conduct of the business of KSSJ.

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

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


                                       A-4

<PAGE>



         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 any of the American  Assets or the conduct of the
business of either of the American  Stations.  KBAY Trade  Agreements shall mean
the American  Trade  Agreements  associated  with the  ownership,  operation and
conduct of the business of KBAY. KSSJ Trade  Agreements  shall mean the American
Trade  Agreements  associated  with the ownership,  operation and conduct of the
business of KSSJ.

         American's   knowledge   (including  the  term  "to  the  knowledge  of
American")  means  the  actual  knowledge  of any  executive  officer  of either
American Party or any General Manager of either of the American Stations.

         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).

         Asset Exchange shall have the meaning given to it in Section 2.1.

         Assets  shall  mean the  American  Assets  in the case of the  American
Parties and the EXCL Assets in the case of the EXCL Parties.

         Authority shall mean any governmental or quasi-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  or
quasi-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.

         Claims shall mean any and all debts, liabilities,  obligations, losses,
damages,  deficiencies,  assessments  and  penalties,  together  with all  Legal
Actions, pending or threatened, claims and judgments of whatever kind and nature
relating  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.

                                       A-5

<PAGE>



         Collateral Document shall mean American TBA, the EXCL Stations TBA, the
Latin  Stockholder  Agreement,  the Latin  Registration  Rights  Agreement,  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 EXCL  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 Assets or the
conduct of the business of any of the Stations.

         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.

         Convertible Securities shall mean any evidences of indebtedness, shares
of capital  stock  (other than  common  stock) or other  securities  directly or
indirectly  convertible into or exchangeable for shares of common stock, whether
or not the right to convert or exchange thereunder is immediately exercisable or
is conditioned  upon the passage of time, the  occurrence or  non-occurrence  or
existence or non-existence of some other Event, or both.

         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 that relate to such  Contract),  the applicable
TBA Date for such TBA and (ii) in all other cases, the Closing Date.

         Disclosure  Schedule shall mean the American Disclosure Schedule or the
EXCL 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.


                                       A-6

<PAGE>


         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.
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  the  Surface  Mining  Control  and
Reclamation  Act of 1977 (30 U.S.C.  Section  1201 et seq.),  and any  analogous
federal,  state  or  local  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 and shall include the Asset Exchange and the License Exchange.

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

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

         EXCL Assets shall mean means the KBRG Assets and the KINK  Assets,  but
excluding,  in all cases, the EXCL Excluded  Assets.  KBRG Assets shall mean (a)
the lease of the KBRG  transmitter  site described in Section 3.5(a) of the EXCL
Disclosure  Schedule,   (b)  the  KBRG  transmission   facility  (including  the
transmitter site, building, and related fixtures which are subject to the ground
lease) which is described in Section 3.5(a) of the EXCL Disclosure Schedule, (c)
a copy of all  material  in the  possession  of any  EXCL  Party  of the  nature
required  to be  maintained  under the FCC rules in the KBRG  public  inspection
files,  and (d) the KINK FCC Licenses,  but  excluding,  in all cases,  the EXCL
Excluded  Assets.  KINK  Assets  shall mean  assets  used or held for use in the
ownership,  operation or the conduct of the business of KINK by an EXCL Party or
an EXCL Affiliate,  including without limitation (a) the KINK Real Property, (b)
the KINK Personal  Property,  (c) the KINK Private  Authorization,  (d) the KINK
Governmental   Authorizations   (including   without  limitation  the  KINK  FCC
Licenses), (e) the KINK Intangible Assets (including

                                       A-7

<PAGE>



without  limitation the call letters "KINK") directly  relating to the operation
of the KINK Personal Property or the KINK Assumable Agreements, and (f) the KINK
Assumable Agreements, but excluding, in all cases, the EXCL Excluded Assets.

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

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

         EXCL Excluded  Assets shall mean (i) all cash and cash  equivalents  of
any EXCL  Party,  except as  specifically  provided  in the  definition  of EXCL
Assets, (ii) all EXCL Accounts Receivable, (iii) all assets used or held for use
in the  ownership,  operation  or the conduct of the business of KBRG (except as
expressly  included in the KBRG Assets),  including without  limitation the KBRG
Personal Property, the KBRG studio, the KBRG Employee Plans, the KBRG Intangible
Assets (including without limitation the call letters "KBRG"),  the KBRG Private
Authorizations,   the  KBRG  Trade  Agreements,  and  all  other  contracts  and
agreements and records  relating to KBRG,  (iv)the  corporate names of each EXCL
Party and its books,  records  and other  documents  relating  to its  corporate
existence,  organization and  capitalization,  (v) all books and records of each
EXCL Party  relating to either EXCL Station and which any EXCL Party 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 to the
extent relating to the EXCL Assets,  (vi) all insurance policies relating to the
EXCL Assets, (vii) software programs and other assets at the principal executive
offices  of any EXCL  Party used to provide  certain  financial  and  accounting
services for EXCL, (x) all KINK Assets used jointly by KINK and KOTK(AM) (a list
of such  Assets  which are  material  to KINK are listed on the EXCL  Disclosure
Schedule as "Material  KINK/KOTK  Assets"),  (xi) all EXCL Employee  Plans,  and
(xii) any and all  products,  profits and  proceeds  of, and  including  without
limitation any Claims,  claims, causes of action,  remedies,  rights, titles and
interests and instruments with respect to, any of the foregoing.

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

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

         EXCL  Intangible  Assets shall have the meaning  given to it in Section
3.8. KBRG  Intangible  Assets shall mean the EXCL Intangible  Assets  associated
with the  ownership,  operation  and  conduct  of the  business  of  KBRG.  KINK
Intangible  Assets shall mean the EXCL  Intangible  Assets  associated  with the
ownership, operation and conduct of the business of KINK.

         EXCL Leases shall have the meaning given to it in Section 3.5(a).

         EXCL Material  Agreement  shall have the meaning given to it in Section
3.16.  EXCL KINK Material  Agreements  shall mean the EXCL  Material  Agreements
associated  with the  ownership,  operation and conduct of the business of KINK.
EXCL KBRG Material Agreements shall mean the EXCL Material Agreements associated
with the ownership, operation and conduct of the business of KBRG.

                                       A-8

<PAGE>



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

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

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

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

         EXCL Personal  Property  shall mean all Personal  Property used or held
for use in the ownership,  operation of conduct of the business of either of the
EXCL  Stations.  KBRG Personal  Property  shall mean the EXCL Personal  Property
associated  with the  ownership,  operation and conduct of the business of KBRG.
KINK Personal Property shall mean the EXCL Personal Property associated with the
ownership, operation and conduct of the business of KINK.

         EXCL Private  Authorizations shall mean all Private Authorizations used
or held for use in the ownership, operation of conduct of the business of either
of the EXCL Stations.  KINK Private  Authorizations  shall mean the EXCL Private
Authorizations  associated  with the  ownership,  operation  and  conduct of the
business  of KINK.  KBRG  Private  Authorizations  shall  mean the EXCL  Private
Authorizations  associated  with the  ownership,  operation  and  conduct of the
business of KBRG.

         EXCL  Proration  Schedule shall have the meaning given to it in Section
2.2(d).

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

         EXCL  Residual  Group  Assets  shall mean (a) cash in the amount of Two
Million  Dollars  ($2,000,000),  and (c) 150,000  shares of Latin  Common  Stock
(which the parties  have agreed to value at Fifteen  Dollars  ($15.00) per share
for purposes of the allocation set forth in Section 2.4), and which number shall
be subject to adjustment in the event of any stock split, stock dividend,  stock
combination, reorganization, recapitalization, merger or consolidation affecting
such  Common  Stock or any other event which  would  equitably  require  such an
adjustment, the record or effective date for which is on or prior to the Closing
Date.

         EXCL Station and EXCL Stations  shall have the meaning given to them in
the first Whereas paragraph.


                                       A-9

<PAGE>



         EXCL Station  Employees  shall have the meaning  given to it in Section
3.12(d).  KINK Employees shall mean the EXCL Station  Employees  associated with
the  ownership,  operation  and  conduct  of the  business  of KINK.  EXCL  KBRG
Employees shall mean the EXCL Station  Employees  associated with the ownership,
operation and conduct of the business of KBRG.

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

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

         EXCL 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 relates to the
ownership  or  operation  of any of the  American  Assets or the  conduct of the
business of either of the EXCL Stations.  EXCL KINK Trade  Agreements shall mean
the EXCL Trade Agreements  associated with the ownership,  operation and conduct
of the business of KINK.  EXCL KBRG Trade  Agreements  shall mean the EXCL Trade
Agreements associated with the ownership,  operation and conduct of the business
of KBRG.

         EXCL's knowledge  (including the term "to the knowledge of EXCL") means
the actual knowledge of any executive  officer of any of the EXCL Parties or any
General Manager of either of the EXCL Stations.

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

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

         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
EXCL FCC  Licenses to American  License and the  American FCC Licenses to one of
the EXCL Parties.

         FCC Licenses shall mean all Governmental  Authorizations  issued by the
FCC to one of the EXCL Parties or one of the American Parties in connection with
the  ownership,  operation  and conduct of the business of the EXCL Stations and
the American Stations, as the case may be.


                                      A-10

<PAGE>



         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  review,  no  stay,  no  petition  or  application  for
rehearing, reconsideration,  review or stay, whether on motion of the applicable
Authority or other  Person or  otherwise,  and no other Legal Action  contesting
such  consent or  approval,  is in effect or pending and as to which the time or
deadline  for  filing or taking  any such  appeal,  review,  stay,  petition  or
application  or other Legal  Action has expired or, if filed,  has been  denied,
dismissed or  withdrawn,  and the time or deadline for  instituting  any further
Legal Action has expired.

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

         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,  plans,  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
the conduct of business of any of the Stations.

         Governmental  Filings shall mean all filings,  including  franchise and
similar Tax  filings,  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  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,  industrial  pollutant,  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",  "hazardous  substance",  "solid waste",
"pollutant", or "contaminant" 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 contains
gasoline,  diesel fuel or other  petroleum  hydrocarbons,  or any by-products or
fractions  thereof,   natural  gas,   polychlorinated   biphenyls  ("PCBs")  and
PCB-containing  equipment,   radon  or  other  radioactive  elements,   ionizing
radiation, radio frequency radiation,  electromagnetic field radiation and other
non-ionizing radiation, sonic forces and other natural forces, 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

                                      A-11

<PAGE>



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, franchises, licenses,
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, 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.

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

         KBAY FCC  License  shall  have the  meaning  given to it in the  second
Whereas paragraph.

         KBAY-KINK Exchange shall have the meaning given to it in Section 2.1.

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

         KBRG FCC  License  shall  have the  meaning  given to it in the  second
Whereas paragraph.


                                      A-12

<PAGE>



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

         KINK FCC  License  shall  have the  meaning  given to it in the  second
Whereas paragraph.

         KINK  Employee  Plans  shall  have the  meaning  given to it in Section
3.12(a).

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

         KSSJ FCC  License  shall  have the  meaning  given to it in the  second
Whereas paragraph.

         KSSJ-KBRG Exchange shall have the meaning given to it in Section 2.1.

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

         Latin Common Stock shall have the meaning given to it in Section 3.23.

         Latin Registration  Rights Agreement shall have the meaning given to it
in Section 4.21.

         Latin  Stockholder  Agreement  shall  have the  meaning  given to it in
Section 4.21.

         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 other legal or
quasi-legal  precedent;  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, in equity or in arbitration.

         License Exchange shall have the meaning given to it in Section 2.1.

         Lien shall mean any of the  following:  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;  the
filing  of  any  financing  statement  under  the  Uniform  Commercial  Code  or
comparable law of any

                                      A-13

<PAGE>



jurisdiction;  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.

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

         material, materially 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  and (i) involved  the  purchase,  sale or lease of
goods or materials, or purchase of services,  aggregating 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)
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 American or the
EXCL  Stations in any of the last three fiscal years or is likely to account for
more than three percent (3%) of revenues of American or the EXCL Stations during
the current fiscal year.

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

         Option  Securities  shall mean all rights,  options and  warrants,  and
calls or  commitments  evidencing  the right,  to  subscribe  for,  purchase  or
otherwise acquire shares of capital stock or Convertible Securities,  whether or
not the right to subscribe  for,  purchase or otherwise  acquire is  immediately
exercisable  or is  conditioned  upon the  passage of time,  the  occurrence  or
non-occurrence or the existence or non-existence of some other Event.

         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, (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,
and (d)  liens  and  exceptions  set forth in  Section  4.5(a)  of the  American
Disclosure  Schedule  or  Section  3.15(a)  of  the  EXCL  Disclosure  Schedule,
respectively, it being understood that

                                      A-14

<PAGE>



(x) any Permitted  Liens of a nature referred to in clause (a), (b), (c) and (d)
shall,  to the extent  they may  involve  the  payment  of money,  be taken into
account  in  preparing  the  San  Jose-Sacramento  Proration  Schedule  and  the
Fremont-Portland  Proration  Schedule,  and (y) to the extent any such Permitted
Liens  are to be  removed  as of the  Closing  as  indicated  on the  applicable
Disclosure Schedule, they shall be so removed as of the Closing.

         Person shall mean any natural individual or any Entity.

         Personal  Property shall mean all of the machinery,  equipment,  tools,
vehicles, furniture, leasehold improvements, office equipment, plant, inventory,
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.

         Plan shall mean,  with respect to any Person and at a particular  time,
any employee benefit plan which is covered by ERISA and in respect of which such
Person or an ERISA  Affiliate is (or, if such plan were terminated at such time,
would under  Section 4069 of ERISA be deemed to be) an  "employer" as defined in
Section  3(5) of ERISA,  but only to the extent that it covers or relates to any
officer, employee or other Person involved in the ownership and operation of the
Assets or the conduct of the business of any of the Stations.

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

         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 and similar Taxes, but shall not include  federal,  state or local
gross receipts Taxes,  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, plus such additions thereto and
deletions  therefrom arising in the ordinary course of business between the date
hereof and the Closing Date.

         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.


                                      A-15

<PAGE>



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

         San Jose-Sacramento  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.

         Section  1031  Schedule  shall have the meaning  given to it in Section
2.2(a).

         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 EXCL Stations and the American
Stations.

         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.

         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 warranties or any
misrepresentation set forth in Section 3.11 or 4.11.

         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.


                                      A-16

<PAGE>


         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 EXCL Station TBA, or
the applicable one of such agreements.

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

         Trade Agreements shall mean any Contractual  Obligation relating to any
of the  Stations  pursuant  to which  any  American  Party or any EXCL  Party 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).





                                      A-17