EXHIBIT 10.12












                            ASSET EXCHANGE AGREEMENT

                                  By and Among

                       AMERICAN RADIO SYSTEMS CORPORATION

                      AMERICAN RADIO SYSTEMS LICENSE CORP.

                                 CITICASTERS CO.

                    REGENT BROADCASTING OF KANSAS CITY, INC.

                                       and

                      REGENT LICENSEE OF KANSAS CITY, INC.


                                   Dated as of

                                  June 19, 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      Appraisals; Tax Reporting.......................................................................3
         2.3      Assumption of Liabilities and Obligations. .....................................................4
         2.4      Closing Date....................................................................................8
         2.5      Accounts Receivable.  ..........................................................................9

ARTICLE 3         REPRESENTATIONS AND WARRANTIES OF THE JACOR PARTIES............................................10
         3.1      Organization and Business; Power and Authority; Effect of Transaction..........................10
         3.2      Financial and Other Information.  .............................................................11
         3.3      Material Statements and Omissions; Absence of Events...........................................11
         3.4      Changes in Condition...........................................................................12
         3.5      Title to Properties; Leases.  .................................................................12
         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     Tax Matters....................................................................................15
         3.11     Employee Benefit Plans; Jacor Station Employees................................................15
         3.12     Material Agreements............................................................................16
         3.13     Ordinary Course of Business....................................................................17
         3.14     Broker or Finder...............................................................................17
         3.15     Environmental Matters..........................................................................17
         3.16     Trade or Barter................................................................................18

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF THE AMERICAN.................................................18
         4.1      Organization and Business; Power and Authority; Effect of Transaction..........................18
         4.2      Financial and Other Information.  .............................................................20
         4.3      Material Statements and Omissions; Absence of Events...........................................20
         4.4      Changes in Condition...........................................................................20
         4.5      Title to Properties; Leases.  .................................................................20
         4.6      Compliance with Private Authorizations.........................................................22
         4.7      Compliance with Governmental Authorizations and Applicable Law.................................22
         4.8      Intangible Assets..............................................................................23
         4.9      Related Transactions...........................................................................23
         4.10     Tax Matters....................................................................................24
         4.11     Employee Benefit Plans; American Station Employees.............................................24
         4.12     Material Agreements............................................................................25
         4.13     Ordinary Course of Business....................................................................25
         4.14     Broker or Finder...............................................................................26
         4.15     Environmental Matters..........................................................................26
         4.16     Trade or Barter................................................................................27

                                       

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ARTICLE 5         COVENANTS......................................................................................27
         5.1      Access to Information; Confidentiality.........................................................27
         5.2      Agreement to Cooperate.........................................................................28
         5.3      Public Announcements...........................................................................34
         5.4      Notification of Certain Matters................................................................34
         5.5      No Solicitation................................................................................34
         5.6      Conduct of Business by the Jacor Parties Pending the Closing...................................35
         5.7      Conduct of Business by American Pending the Closing............................................36
         5.8      Risk of Loss...................................................................................37
         5.9      American and Jacor Station Employees...........................................................38

ARTICLE 6         CLOSING CONDITIONS.............................................................................38
         6.1      Conditions to Obligations of Each Party to Effect the Exchanges................................38
         6.2      Conditions to Obligations of the American Parties.  ...........................................39
         6.3      Conditions to Obligations of the Jacor Parties ................................................41

ARTICLE 7         TERMINATION, AMENDMENT AND WAIVER..............................................................42
         7.1      Termination....................................................................................42
         7.2      Effect of Termination..........................................................................43

ARTICLE 8         INDEMNIFICATION................................................................................44
         8.1      Survival. .....................................................................................44
         8.2      Indemnification................................................................................44
         8.4      Notice of Claims...............................................................................45
         8.5      Defense of Third Party Claims..................................................................45
         8.6      Exclusive Remedy...............................................................................46

ARTICLE 9         GENERAL PROVISIONS.............................................................................46
         9.1      Amendment......................................................................................46
         9.2      Waiver.........................................................................................46
         9.3      Fees, Expenses and Other Payments..............................................................46
         9.4      Notices........................................................................................46
         9.5      Specific Performance; Other Rights and Remedies................................................47
         9.6      Severability...................................................................................48
         9.7      Counterparts...................................................................................48
         9.8      Section Headings...............................................................................48
         9.9      Governing Law..................................................................................48
         9.10     Further Acts...................................................................................48
         9.11     Entire Agreement...............................................................................49
         9.12     Assignment.....................................................................................49
         9.13     Parties in Interest............................................................................49
         9.14     Mutual Drafting................................................................................49
         9.15     American Agent for American License............................................................49
         9.16     Citicasters Agent for the Other Jacor Parties..................................................49
</TABLE>


                                      -ii-

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APPENDIX A:                Definitions

SCHEDULES:                 Jacor Disclosure Schedule
                           American Disclosure Schedule



                                      -iii-

<PAGE>






                            ASSET EXCHANGE AGREEMENT

         This ASSET EXCHANGE  AGREEMENT  (this  "Agreement") is dated as of June
19,1997, by and among American Radio Systems Corporation, a Delaware corporation
("American"  or an "American  Party"),  American  Radio Systems  License Corp, a
Delaware   corporation   ("American   License"  or  an  "American   Party"  and,
collectively with American,  the "American  Parties"),  Citicasters Co., an Ohio
corporation  ("Citicasters"),  Regent  Broadcasting  of  Kansas  City,  Inc.,  a
Delaware  corporation  ("Regent  Broadcasting"),  and Regent  Licensee of Kansas
City, Inc., a Delaware  corporation  ("Regent  Licensee" and,  collectively with
Regent  Broadcasting,  the "Regent  Parties",  the Regent Parties,  being herein
referred to with  Citicasters,  individually as a "Jacor Party" and collectively
as the "Jacor Parties" or "Jacor").

         WHEREAS,  Citicasters  is the licensee of and operates  radio  stations
WDAF(AM)  and  KYYS(FM),  Kansas City,  Missouri  (the  "Citicasters  Stations")
pursuant to licenses  issued to  Citicasters  by the FCC (the  "Citicasters  FCC
Licenses"), and Regent Broadcasting operates and Regent Licensee is the licensee
of radio stations KMXV(FM),  Kansas City, Missouri,  and KUDL(FM),  Kansas City,
Kansas (the "Regent Stations" and,  collectively with the Citicasters  Stations,
the "Jacor Stations")  pursuant to licenses issued to Regent Licensee by the FCC
(the "Regent FCC Licenses" and,  collectively with the Citicasters FCC Licenses,
the "Jacor FCC Licenses");

         WHEREAS,  American  operates  and  American  License is the licensee of
radio  stations  WMMX(FM),   WTUE(FM)  and  WONE(AM),  Dayton,  Ohio,  WLQT(FM),
Kettering-Dayton,  Ohio, WBTT(FM),  Englewood,  Ohio and WXEG(FM),  Beavercreek,
Ohio (the "American  Stations")  pursuant to licenses issued to American License
by the FCC (the "American FCC Licenses");

         WHEREAS,  (i) American  License and Citicasters  desire to exchange the
American Citicasters FCC Licenses for the Citicasters FCC Licenses, and American
and Citicasters  desire to exchange the American  Citicasters Assets (other than
the American  Citicasters FCC Licenses) for the  Citicasters  Assets (other than
the Citicasters FCC Licenses) (collectively,  the "Citicasters  Exchange"),  and
(ii) American License and Regent Licensee desire to exchange the American Regent
FCC Licenses for the Regent FCC Licenses,  and American and Regent  Broadcasting
desire to exchange the American  Regent Assets  (other than the American  Regent
FCC Licenses) for the Regent Assets (other than the Regent FCC Licenses), all on
the terms and subject to the conditions hereinafter set forth (collectively, the
"Regent  Exchange"  and,  collectively  with  the  Citicasters   Exchange,   the
"Exchanges"); and

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

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


                                                     


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                                    ARTICLE 1

                                  DEFINED TERMS

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


                                    ARTICLE 2

                        EXCHANGE OF LICENSES AND STATIONS

         2.1 Agreement to Exchange  Licenses and Stations.  Subject to the terms
and conditions set forth in this Agreement:

                  (a)   Citicasters  and  American  hereby  agree  to  exchange,
         transfer and deliver to each other, as applicable, on the Closing Date,
         the  Citicasters  Assets (other than the  Citicasters FCC Licenses) and
         the American  Citicasters  Assets (other than the American  Citicasters
         FCC Licenses);

                  (b) Citicasters and American License hereby agree to exchange,
         transfer and deliver to each other, as applicable,  the Citicasters FCC
         Licenses and the American Citicasters FCC Licenses,

                  (c) Regent Broadcasting and American hereby agree to exchange,
         transfer and deliver to each other, as applicable, on the Closing Date,
         the Regent Assets (other than the Regent FCC Licenses) and the American
         Regent Assets (other than the American Regent FCC Licenses); and

                  (d) Regent  Licensee  and  American  License  hereby  agree to
         exchange, transfer and deliver to each other, as applicable, the Regent
         FCC Licenses and the American Regent FCC Licenses,

in each  case,  free and  clear of any  Liens of any  nature  whatsoever  except
Permitted Liens and Permitted Title Exceptions.


                                       -2-


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         2.2      Appraisals; Tax Reporting.

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

         (b) Promptly after delivery of the  Appraisals,  and in any event prior
to the Closing  Date,  the parties  shall  prepare and agree upon the  appraised
value of each asset included in the Jacor Assets and the American  Assets (which
values shall be based upon the Appraisals) and shall set forth those values on a
schedule  (the  "Valuation  Schedule").  The parties shall not take any position
inconsistent  with the valuations  set forth on the Valuation  Schedule and will
prepare and file all Tax Returns and reports related to the Exchange,  including
without  limitation  those  required  under  Section  1060 of the  Code  and all
original and amended  federal,  state and local  income Tax Returns,  on a basis
consistent with such valuations.  Each asset included in the Citicasters Assets,
the Regent  Assets,  the American  Citicasters  Assets and the  American  Regent
Assets  shall be set forth in the  appropriate  "exchange  group" and  "residual
group" (each within the meaning of Treas. Reg. section 1.1031(j)-1) on the basis
set forth in the Valuation Schedule.

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

                                       -3-


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

                                       -4-


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or  prior to the  Closing  Date.  All  such  obligations  and  liabilities  (the
"Citicasters  Nonassumed  Liabilities" and the "Regent Nonassumed  Liabilities",
respectively,  and,  collectively,  the "Jacor  Nonassumed  Liabilities")  shall
remain and be the  obligations and  liabilities  solely of  Citicasters,  Regent
Broadcasting and Regent Licensee, as the case may be.

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

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

                                       -5-


<PAGE>



Nonassumed  Liabilities")  shall remain and be the  obligations  and liabilities
solely of the American Parties.

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

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

                                       -6-


<PAGE>



amount by the  Referee  in the event that the  amount in  dispute  exceeds  Five
Thousand Dollars ($5,000).

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

         (g) Within sixty (60) days after the Cut-Off Date, Regent  Broadcasting
shall deliver to American a schedule of its proposed  prorations with respect to
the Regent  Assets and the Regent  Stations  which shall set forth in reasonable
detail  the basis for those  determinations,  and which  shall  account  for any
amount owed by Regent  Broadcasting  to American  pursuant to the  provisions of
Section 2.3(i) (the "Regent Kansas City Proration Schedule").  The Regent Kansas
City Proration  Schedule  shall be conclusive  and binding upon American  unless
American  provides  Regent  Broadcasting  with a Notice of  Disagreement  within
thirty (30) days after  American's  receipt of the Regent Kansas City  Proration
Schedule,  which notice  shall state the  prorations  proposed by American  (the
"American Regent Proration  Schedule").  Regent  Broadcasting shall have fifteen
(15)  days from  receipt  of a Notice of  Disagreement  to accept or reject  the
American Regent Proration Schedule.  If Regent Broadcasting rejects the American
Regent  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 Regent  Broadcasting and American.  American and Regent  Broadcasting
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

                                       -7-


<PAGE>



dispute is equal to or less than Five  Thousand  Dollars  ($5,000),  such amount
shall be divided equally between  American and Regent  Broadcasting.  Payment by
American or Regent  Broadcasting,  as the case may be, of the proration  amounts
determined  pursuant to this Section 2.3(g) shall be due fifteen (15) days after
the  last to  occur of (i)  American's  acceptance  of the  Regent  Kansas  City
Proration  Schedule or failure to give Regent  Broadcasting  a timely  Notice of
Disagreement;  (ii) Regent  Broadcasting's  acceptance  of the  American  Regent
Proration  Schedule or failure to reject the American Regent Proration  Schedule
within  fifteen (15) days of receipt of a timely Notice of  Disagreement;  (iii)
Regent Broadcasting's rejection of the American Regent Proration Schedule in the
event the  amount in  dispute  equals  or is less  than  Five  Thousand  Dollars
($5,000);  and (iv) notice to Regent Broadcasting 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).

         (h)  Any  payment   required  by  American  to  Citicasters  or  Regent
Broadcasting or by Citicasters or Regent  Broadcasting to American,  as the case
may be, under Section 2.3(e), 2.3(f) or 2.3(g) shall be paid by wire transfer of
immediately  available  funds  to the  account  of the  payee  with a  financial
institution in the United States as designated by such party in the  Citicasters
Kansas City Proration Schedule, the Regent Kansas City Proration Schedule or the
Dayton 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),  2.3(f) or 2.3(g)
interest on such  amount  will accrue from the date  payment was due to the date
such  payment is made at a per annum rate equal to the "prime rate" as published
daily in the Money Rates  column of the Wall  Street  Journal (or the average of
such rates if more than one rate  indicated)  plus two  percent  (2%),  and such
interest shall be payable upon demand.

         (i) With respect to Trade Agreements American,  as the assigning party,
shall be required to pay to Citicasters and Regent Broadcasting, as the assuming
party and Citicasters and Regent Broadcasting,  as the assigning party, shall be
required to pay to American,  as 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. 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  (treating  Citicasters  and Regent  Broadcasting as one assuming
party for these  purposes) under such Trade  Agreements  after 12:01 a.m. on the
applicable  Cut-off  Date under all such  Trade  Agreements.  There  shall be no
payment  required by the assuming  party to the assigning  party with respect to
the  Trade  Agreements,   notwithstanding  that  the  excess,  if  any,  of  the
obligations  and  liabilities  under the Trade  Agreements  over the fair market
value of the services and  property to be received  under such Trade  Agreements
after  12:01  a.m.  on the  applicable  Cut-off  Date is less  than  the  amount
specified in the first sentence of this paragraph.

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

         2.4 Closing Date.  The closing of the Exchanges (the  "Closing")  shall
take place at a mutually  convenient  location to be agreed upon by the parties,
at 10:00 a.m., local time, within ten

                                       -8-


<PAGE>



(10) business days after the  satisfaction  or waiver of each of the  conditions
specified in Article 6 (other than those to be satisfied at the Closing) or such
other  date,  prior to the  Termination  Date,  as the  parties  may agree  (the
"Closing  Date").  At the Closing,  (a) each of the parties  shall  deliver such
deeds (in recordable form and  warrantying  against matters not covered by title
insurance other than Permitted Liens and Permitted Title  Exceptions),  bills of
sale,  assignments,   assumptions  of  liabilities  and  other  instruments  and
documents as are described in this  Agreement or as may be otherwise  reasonably
requested  by the parties and their  respective  counsel and the legal  opinions
described in Sections  6.2(b) and 6.3(b),  and (b) as part of the Jacor  Assets,
Jacor shall pay to American an amount equal to the American Tower  Adjustment by
wire transfer of immediately available funds to such account as is designated by
American in written  instructions  to Jacor not later than two (2) business days
prior to the Closing.

         2.5  Accounts  Receivable.  Effective,  if at all,  upon the earlier to
occur of Closing or the commencement of the effectiveness of the applicable TBA,
each of Citicasters and Regent  Broadcasting  hereby appoints American its agent
for  the  purpose  of  collecting  all  Accounts   Receivable  relating  to  the
Citicasters Stations and the Regent Stations,  respectively, and American hereby
appoints  Citicasters  and  Regent  Broadcasting  its agent for the  purpose  of
collecting all Accounts Receivable relating to the American Citicasters Stations
and the American Regent Stations,  respectively. Each party shall deliver to the
other 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 its  Stations.  Subject  to and  limited by the
following,  revenues  relating to the  Citicasters  Accounts  Receivable and the
Regent  Accounts  Receivable  will be for the account of Citicasters  and Regent
Broadcasting,  respectively,  and  revenues  relating to the  American  Accounts
Receivable  will be for the account of  American.  Each agent shall use the same
collection  procedures as it uses with respect to its own accounts receivable to
collect the Accounts  Receivable with respect to which it is acting as agent for
a period of ninety (90) days after the applicable  Cut-off Date (the "Collection
Period").  Any payment  received by any agent during the Collection  Period from
any  customer  with an account  which is an Account  Receivable  with respect to
which it is acting as agent shall first be applied in  reduction of such Account
Receivable,  unless the  customer  indicates  otherwise  in writing.  During the
Collection  Period,  each agent shall  furnish the other with a list of, and pay
over to the other, the amounts collected with respect to the Accounts Receivable
with  respect to which it is acting as agent  within five (5) days after the end
of each month during the Collection  Period.  Each agent shall provide the other
with a final  accounting on or before the fifteenth (15th) day following the end
of the  Collection  Period.  Upon the request of either  agent at and after such
time,  the  parties  shall  meet to  mutually  and in  good  faith  analyze  any
uncollected  Accounts  Receivable to determine if the same, in their  reasonable
business judgment,  are deemed to be collectable and if the party which acted as
agent with respect  thereto  desires to retain such  Accounts  Receivable in the
interest of maintaining an  advertising  relationship.  As to each such Accounts
Receivable,  the parties  shall in good faith  attempt to negotiate the value of
such Accounts  Receivable,  which the purchasing party shall pay to the other if
the purchasing  party, in its sole  discretion,  chooses to retain such Accounts
Receivable.  Each party shall  retain the right to collect  any of its  Accounts
Receivable  as to which the  parties  are unable to reach  agreement  as to such
value,  and each party  agrees to turn over to the other any  payments  received
against any such Accounts  Receivable.  None of the agents shall be obligated to
use any extraordinary efforts to collect any of the Accounts Receivable assigned
to it for collection hereunder or to refer any of such

                                       -9-


<PAGE>



Accounts  Receivable to a collection  agency or to any attorney for  collection,
and none of the agents shall make any such referral or compromise, nor settle or
adjust the amount of any such Accounts  Receivable,  except with the approval of
the party entitled to such Accounts  Receivable.  None of the agents shall incur
any liability to any other party for any uncollected  Accounts Receivable unless
such agent shall have engaged in willful  misconduct or gross  negligence in the
performance of its obligations  set forth in this Section.  During and after the
Collection  Period,  without  specific  agreement  with the agent  with  respect
thereto to the contrary, none of the assigning parties nor its agents shall make
any direct  solicitation  of the Accounts  Receivable for  collection  purposes,
except  for  Accounts  Receivable  retained  by the  assigning  party  after the
Collection Period.



                                    ARTICLE 3

               REPRESENTATIONS AND WARRANTIES OF THE JACOR PARTIES

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

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

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

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

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


                                      -10-


<PAGE>



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

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

         (d) None of the Jacor  Parties has any direct or indirect  Subsidiaries
or other Affiliates (other than a Jacor Party) which own or have any interest in
any of the  Jacor  Stations  or any of the  Jacor  Assets.  The  Jacor  Stations
constitute  all of the radio  stations  which  any  Jacor  Party or any of their
Affiliates owns or operates or has the right to acquire or operate in the Kansas
City, Missouri radio market.

         3.2      Financial and Other Information.

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

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

         3.3  Material   Statements  and  Omissions;   Absence  of  Events.   No
representation  or  warranty  made  by  the  Jacor  Parties  contained  in  this
Agreement,  the Jacor Disclosure Schedule or any certificate,  document or other
instrument  furnished or to be furnished  by the Jacor  Parties  pursuant to the
provisions  hereof  contains or will contain any untrue  statement of a material
fact or omits or will  omit to state  any  material  fact  required  to make any
statement contained herein or therein not misleading.  None of the Jacor Parties
is aware of any  impending  or  contemplated  Event that would  cause any of the
representations  and  warranties  made by it in  this  Article  not to be  true,
correct and complete on the date of such Event as if made on that date.


                                      -11-


<PAGE>



         3.4 Changes in Condition. Since December 31, 1996, except to the extent
specifically  described in Section 3.4 of the Jacor Disclosure  Schedule,  there
has been no adverse change in the Jacor Assets or the Jacor  Stations.  There is
no Event known to the Jacor Parties which adversely  affects,  or (so far as the
Jacor Parties can now  reasonably  foresee) is likely to adversely  affect,  the
Jacor  Assets or the  Jacor  Stations,  except  (a) to the  extent  specifically
described  in Section 3.4 of the Jacor  Disclosure  Schedule and (b) for general
business and economic  conditions and matters  affecting the radio  broadcasting
industry generally.

         3.5      Title to Properties; Leases.

         (a)  Section  3.5(a) of the Jacor  Disclosure  Schedule  lists all Real
Property  owned by any  Jacor  Party  (the  "Jacor  Owned  Real  Property")  and
describes all Leases of Real Property (the "Jacor Leases") which is used or held
for use in the  operation of the Jacor  Stations  (the Jacor Owned Real Property
and  the  real  property  subject  to  the  Jacor  Leases,   being   hereinafter
collectively referred to as the "Jacor Real Property"). One of the Jacor Parties
has (and American  will upon Closing  obtain) good and  marketable  title to the
Jacor Owned Real Property and valid and  subsisting  leasehold  interests in the
Jacor  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  Jacor  Disclosure
Schedule  (which  Liens shall be released  prior to  Closing).  One of the Jacor
Parties  has full  legal and  practical  access to all of the Jacor  Owned  Real
Property, and all easements,  rights of way, and real property licenses relating
thereto have been properly recorded in the appropriate public recording offices,
except  to the  extent,  if any,  set  forth  in  Section  3.5(a)  of the  Jacor
Disclosure  Schedule.  The Jacor  Owned Real  Property,  together  with the real
property  that is subject to the Jacor Leases,  includes all the real  property,
easements, rights of way, and other real property interests necessary to conduct
the business and  operations  of the Jacor  Stations as they are now  conducted.
None of the buildings,  structures,  improvements or fixtures constructed on any
Jacor Owned Real Property and real property that is subject to the Jacor Leases,
including  without  limitation all towers,  guy wires and guy anchors and ground
radials,  encroach  upon  adjoining  real  property,  and  all  such  buildings,
structures, improvements and fixtures, are constructed and are operated and used
in  conformance in all material  respects with all "set back" lines,  easements,
covenants,  restrictions and all applicable building,  fire, zoning,  health and
safety laws and codes, except to the extent, if any, set forth in Section 3.5(a)
of the Jacor  Disclosure  Schedule.  No utility lines serving such real property
pass over the lands of a third party except  where  appropriate  easements  have
been obtained or except as set forth in Section  3.5(a) of the Jacor  Disclosure
Schedule. All buildings, structures, towers, antennae, improvements and fixtures
comprising the Jacor Owned Real Property or real property that is subject to the
Jacor Leases are in good and  technically  sound  operating  condition,  have no
latent  structural  mechanical  or other defects of material  significance,  are
reasonably  suited for the  purposes  for which they are being used and each has
adequate  rights of ingress  and  egress,  utility  service for water and sewer,
telephone,  electric  and/or gas,  and  sanitary  service for the conduct of the
business and operations of the Jacor Stations as presently conducted,  except to
the  extent,  if any,  set  forth in  Section  3.5(a)  of the  Jacor  Disclosure
Schedule. There is no pending or, to Jacor's knowledge,  threatened condemnation
or other legal  proceeding  or action of any kind relating to such real property
and/or title thereto.

         Except as otherwise set forth in Section 3.5(a) of the Jacor Disclosure
Schedule,  each Jacor Lease  included in the Jacor Real  Property  has been duly
authorized, executed and delivered by one

                                      -12-


<PAGE>



of the Jacor  Parties  and,  to  Jacor's  knowledge,  each of the other  parties
thereto,  and is a legally  valid  and  binding  obligation  of one of the Jacor
Parties,  and,  to  Jacor's  knowledge,  each  of  the  other  parties  thereto,
enforceable  in  accordance  with its  terms.  One of the Jacor  Parties  enjoys
peaceful and undisturbed  possession under all Jacor Leases pursuant to which it
will  hold any  Jacor  Real  Property.  All of the  Jacor  Leases  are valid and
subsisting  and in full force and  effect;  none of the Jacor  Parties  nor,  to
Jacor's  knowledge,  any other party thereto,  is in default in the performance,
observance or fulfillment of any obligation,  covenant or condition contained in
any Jacor Lease.

         (b) Section 3.5(b) of the Jacor  Disclosure  Schedule  contains a true,
accurate  and  complete  description  of all  material  items of Jacor  Personal
Property.  One of the Jacor Parties owns and has good and merchantable  title to
all of the Jacor  Personal  Property  relating to the Jacor Stations (the "Jacor
Personal  Property"),  in each  case,  free and clear of all  Liens,  except (i)
Permitted  Liens  and (ii)  Liens  set  forth on  Section  3.5(b)  of the  Jacor
Disclosure Schedule (which Liens shall be released prior to Closing).  Except as
set forth in Section 3.5(b) of the Jacor Disclosure  Schedule,  all of the Jacor
Personal  Property is in a state of good repair and  maintenance  and is in good
operating  condition,  normal wear and tear excepted,  has been  maintained in a
manner consistent with generally accepted standards of good engineering practice
and currently  permits the Jacor Stations to be operated in accordance  with the
terms and conditions of the Jacor FCC Licenses and all Applicable Laws.

         3.6 Compliance  with Private  Authorizations.  Section 3.6 of the Jacor
Disclosure   Schedule  sets  forth  a  true,  accurate  and  complete  list  and
description  of each Jacor Private  Authorization  which,  individually  or when
taken together with other substantially similar Jacor Private Authorizations, is
material  to the Jacor  Assets or the Jacor  Stations,  all of which are in full
force and effect. There does not exist any breach or violation of, or in default
in  the   performance,   observance  or   fulfillment   of,  any  Jacor  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  Jacor  Private
Authorization,  except  as set  forth in  Section  3.6 of the  Jacor  Disclosure
Schedule.  No Jacor Private  Authorization  is the subject of any pending or, to
Jacor's knowledge, threatened attack, revocation or termination.

         3.7 Compliance with Governmental Authorizations and Applicable Law.

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

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

                                                      -13-


<PAGE>




                  (ii)  each  Governmental   Authorization   (including  without
         limitation all FCC Licenses)  required under Applicable Laws to own and
         operate the Jacor  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 "Jacor Governmental Authorizations").

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

         (b) One of the Jacor Parties is the authorized  legal holder of the FCC
Licenses  listed in Section  3.7(a) of the Jacor  Disclosure  Schedule,  none of
which is  subject to any  restriction  or  condition  which  would  limit in any
respect the operations of the Jacor Stations as currently  conducted.  The Jacor
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 Jacor Party or its
officers,  directors,  employees or agents.  The Jacor Stations are operating in
accordance with the Jacor FCC Licenses, all underlying  construction permits and
the FCA. Except as disclosed in Section 3.7(b) of the Jacor Disclosure Schedule,
no application,  action or proceeding is pending for the renewal or modification
of any Jacor FCC Licenses and, to Jacor's knowledge, there is not as of the date
of this Agreement issued or outstanding any  investigation or complaint  against
any Jacor  Party at the FCC  relating  to any of the Jacor  Stations.  Except as
disclosed in Section 3.7(b) of the Jacor 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 Jacor Stations.  All fees payable
to Authorities pursuant to the Jacor Station FCC Licenses,  including FCC annual
regulatory fees, have been paid and no event has occurred which, individually or
in the aggregate, and without the giving of notice or the lapse of time or both,
would constitute  grounds for revocation thereof or would have an adverse effect
on any  Jacor  Party.  Except  (i) as set forth in  Section  3.7(b) of the Jacor
Disclosure Schedule and (ii) for such reports,  forms and statements the failure
of which to file would not,  individually  or in the aggregate,  have an adverse
effect on the Jacor Stations,  all reports,  forms and statements required to be
filed by any Jacor Party with the FCC with  respect to the Jacor  Stations  have
been filed and are true,  complete  and  accurate  in all  respects.  To Jacor's
knowledge,  under the FCA,  there are no facts that would  disqualify  it as the
transferee of the control of the American Stations.

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

         3.8 Intangible  Assets.  Section 3.8 of the Jacor  Disclosure  Schedule
sets forth a true, accurate and complete  description of all material Intangible
Assets held or used by any Jacor Party

                                      -14-


<PAGE>



(other  than  the  Jacor  Governmental  Authorizations  and  the  Jacor  Private
Authorizations)  relating to the  ownership and operation of the Jacor Assets or
the  conduct  of the  business  of the Jacor  Stations  (the  "Jacor  Intangible
Assets"),  including  without  limitation the nature of one of the Jacor Party's
interest in each and the extent to which the same have been duly  registered  in
the offices as indicated therein.  One of the Jacor Parties owns or possesses or
otherwise has the right to use the Jacor Intangible Assets.

         3.9 Related  Transactions.  No Jacor Party is a party or subject to any
Contractual  Obligation  relating to the  ownership  and  operation of the Jacor
Assets or the conduct of the  business of the Jacor  Stations  between any Jacor
Party and any of their respective officers, directors, stockholders or employees
or, to the knowledge of Jacor, 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  Jacor
Employee Plans or Jacor Material Agreements  constituting employment agreements,
(ii)  Contracts  between any of the Jacor Parties and its  officers,  directors,
stockholders  or  employees  which will not be part of the Jacor Assets and will
constitute Jacor Excluded Assets and Jacor Nonassumed  Obligations,  and (iii) a
management agreement between Regent Broadcasting and Regent Licensee.

         3.10 Tax Matters. Each of the Jacor Parties has in respect of the Jacor
Assets and the Jacor  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 Jacor Assets or any
of the Jacor Stations or result in any transferee  liability  against any of the
Jacor  Parties.  All Taxes in respect of the Jacor Assets and the Jacor Stations
which any Jacor  Party is  required by law to  withhold  and  collect  have,  to
Jacor's knowledge, been duly withheld and collected, and have been paid over, in
a timely manner, to the proper Authorities to the extent due and payable.

         3.11     Employee Benefit Plans; Jacor Station Employees..

         (a) Section 3.11(a) of the Jacor 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 Jacor
Station  Employees  ("Jacor  Employee  Plans").  Neither any Jacor Party nor its
Affiliates maintains any other employee benefit plan, as that term is defined in
Section 3 of ERISA, applicable to the Jacor Station Employees.

         (b) Section 3.11(b) of the Jacor Disclosure  Schedule  contains a true,
accurate  and  complete  list of all persons  employed by any Jacor Party in the
ownership or operation of any of the Jacor Assets or the conduct of the business
of any of the Jacor Stations (the "Jacor 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 Jacor Employee Plans).

                                      -15-


<PAGE>




         (c) No Jacor Party has received any notice that,  and no Jacor Party is
aware of, any Jacor Station  Employee who shall or is likely to terminate his or
her employment  relationship  with the Jacor Stations upon the execution of this
Agreement  or after the Closing,  except as set forth in Section  3.11(c) of the
Jacor Disclosure Schedule.

         (d)  Except as  described  in Section  3.11(d) of the Jacor  Disclosure
Schedule,  with  respect to the Jacor  Stations,  (i) none of the Jacor  Station
Employees is now or, to Jacor's  knowledge,  has been  represented  by any labor
union or other employee collective bargaining  organization,  and no Jacor Party
is or has been a party to any  labor or other  collective  bargaining  agreement
with  respect  to  any  Jacor  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 Jacor Party nor any of such
employees is now or, to Jacor'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 Jacor
Station Employee.

         (e)  Except as  disclosed  in Section  3.11(e) of the Jacor  Disclosure
Schedule,  each of the Jacor Parties have complied in all material respects with
all laws relating to the  employment of labor,  including,  without  limitation,
ERISA  and  those  laws  relating  to  wages,  hours,   collective   bargaining,
unemployment insurance, workers' compensation,  equal employment opportunity and
payment and withholding of taxes.

         3.12  Material  Agreements.   Listed  on  Section  3.12  of  the  Jacor
Disclosure  Schedule are all Material  Agreements  relating to the  ownership or
operation  of the  Jacor  Assets or the  conduct  of the  business  of the Jacor
Stations  or to which any  Jacor  Party is a party or to which it is bound or to
which any of the Jacor  Assets is or will,  as of such  time,  be  subject  (the
"Jacor Material Agreements"). True, accurate and complete copies of each of such
Material  Agreements  have been made  available by the Jacor Parties to American
and the Jacor  Parties  have  provided  American  with  photocopies  of all such
Material  Agreements  requested  by American  (or true,  accurate  and  complete
descriptions thereof have been set forth in Section 3.12 of the Jacor Disclosure
Schedule,  if any such Material  Agreements are oral). All of the Jacor Material
Agreements  relating  to the Jacor  Stations  are  valid,  binding  and  legally
enforceable  obligations  of one of the Jacor  Parties,  and,  in all cases,  to
Jacor's  knowledge,  all other parties thereto,  and one of the Jacor Parties is
validly and lawfully  conducting  the business of the Jacor  Stations and owning
and operating the Jacor Assets under each of the Jacor Material Agreements. Each
of the Jacor Parties has duly  complied with all of the terms and  conditions of
each Jacor Material Agreement and none has done or performed, or failed to do or
perform (and, to Jacor's knowledge, there is no pending or threatened Claim that
any Jacor  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 of
the Jacor Material Agreements or impair the rights or benefits,  or increase the
costs, of any Jacor Party under any of Jacor Material Agreement.  No Jacor Party
has  expressly  granted  any  waivers or  forbearance  under any Jacor  Material
Agreement and, to Jacor's  knowledge,  no third party is in material  default in
the  performance of any of its obligations  under any Jacor Material  Agreement.
Except for those consents or approvals listed in Section 3.12 of the Jacor

                                      -16-


<PAGE>



Disclosure  Schedule,  no consents or approvals of any third party are necessary
to permit the assignment by the Jacor Parties of the Jacor  Material  Agreements
to American and such assignment  will not affect the validity or  enforceability
of any Jacor Material  Agreement or cause any material change in the substantive
terms of any of them.

         3.13 Ordinary Course of Business.  Each of the Jacor Parties,  from the
later of December 31, 1996 or the acquisition of the applicable Jacor Assets and
Jacor  Stations to the date  hereof,  except (i) as may be  described on Section
3.13 of the Jacor Disclosure  Schedule,  or (ii) as may be required or expressly
contemplated  by the terms of this  Agreement,  with respect to the Jacor Assets
and the Jacor  Stations,  has  operated  its  business in the normal,  usual and
customary manner in the ordinary and regular course of business, consistent with
prior practice and

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

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

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

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

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

                  (d) has not experienced any work stoppage.

         3.14  Broker or Finder.  No Person  assisted  in or  brought  about the
negotiation of this Agreement,  the Exchanges 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 Jacor Party.

         3.15 Environmental Matters.  Except as set forth in Section 3.15 of the
Jacor Disclosure Schedule, solely with respect to the Jacor Assets and the Jacor
Real Property, no Jacor Party:

                  (a) has been notified in writing that it is potentially liable
         under,  has  received  any  written  request for  information  or other
         correspondence  concerning its potential  liability with respect to any
         site or facility under, or is a "potentially  responsible party" under,
         the Comprehensive  Environmental  Response,  Compensation and Liability
         Act of 1980,  as amended,  the Resource  Conservation  Recovery Act, as
         amended, or any similar state law;

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


                                      -17-


<PAGE>



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

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

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

                  (f) has any knowledge  that any  Hazardous  Material is or has
         been located at, on, in or under,  or has been released or  transported
         from,  the Jacor Assets or the Jacor Real Property in such manner so as
         to require remediation,  removal or cleanup or other liability or claim
         under, any Environmental Laws; and

                  (g) has any knowledge that any underground  storage tank is or
         has been located at, on, in, or under the Jacor Real Property,  or that
         any friable asbestos  containing  material or Polychlorinated  biphenyl
         containing electrical equipment (other than non-leaking, unitlity-owned
         transformers) are located thereon.

         Notwithstanding  anything to the contrary  contained in this Agreement,
none of the Jacor Parties makes any  representation  or warranty with respect to
its compliance  with  Environmental  Laws or  environmental  matters  generally,
except as specifically set forth in this Section.

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


                                    ARTICLE 4

             REPRESENTATIONS AND WARRANTIES OF THE AMERICAN PARTIES

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

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

         (a) Each of the  American  Parties  is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
organization, has all requisite corporate power

                                      -18-


<PAGE>



and  authority  to own or hold under  lease its  properties  and to conduct  its
business as now conducted.

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

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

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

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

         (d)  Neither  of the  American  Parties  has  any  direct  or  indirect
Subsidiaries  or other  Affiliates  (other than an American  Party) which own or
have any interest in any of the American Stations or any of the American Assets.
American owns all of the outstanding  capital stock of American License,  all of
which stock is duly authorized,  validly issued,  fully paid and  nonassessable.
The American Stations constitute all of the radio stations which either American
Party or any of their Affiliates owns or operates or has the right to acquire or
operate in the Dayton, Ohio radio market.


                                      -19-


<PAGE>



         4.2      Financial and Other Information.

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

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

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

         4.4 Changes in Condition. Since December 31, 1996, except to the extent
specifically described in Section 4.4 of the American Disclosure Schedule, there
has been no adverse  change in the  American  Assets or the  American  Stations.
There is no Event known to the American Parties which adversely affects,  or (so
far as the American  Parties can now reasonably  foresee) is likely to adversely
affect, the American Assets or the American  Stations,  except (a) to the extent
specifically  described in Section 4.4 of the American  Disclosure  Schedule and
(b) for general business and economic conditions and matters affecting the radio
broadcasting industry generally.

         4.5      Title to Properties; Leases.

         (a) Section 4.5(a) of the American  Disclosure  Schedule lists all Real
Property owned by either 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 the American  Stations (the American Owned Real
Property and the real property subject to the American Leases, being hereinafter
collectively referred to as the "American Real Property"). American has (and one
of the Jacor 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

                                      -20-


<PAGE>



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

         Except  as  otherwise  set  forth in  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 American and, to American's
knowledge, each of the other parties thereto, and is a legally valid and binding
obligation of American, and, to American's knowledge,  each of the other parties
thereto,  enforceable in accordance with its terms. American enjoys peaceful and
undisturbed  possession under all American Leases pursuant to which it will hold
any American Real Property.  All of the American Leases are valid and subsisting
and in full force and effect; neither of the American Parties nor, to American's
knowledge, any other party thereto is in default in the performance,  observance
or  fulfillment  of any  obligation,  covenant  or  condition  contained  in any
American Lease.

         (b) Section 4.5(b) of the American Disclosure Schedule contains a true,
accurate and complete  description  of all material  items of American  Personal
Property.  American  owns  and has  good  and  merchantable  title to all of the
American  Personal  Property  relating to the American  Stations (the  "American
Personal  Property"),  in each  case,  free and clear of all  Liens,  except (i)
Permitted  Liens  and (ii)  Liens set forth on  Section  4.5(b) of the  American
Disclosure Schedule (which Liens shall be released prior to Closing).  Except as
set forth in Section  4.5(b) of the  American  Disclosure  Schedule,  all of the
American  Personal  Property is in a state of good repair and maintenance and is
in good operating condition, normal wear and tear excepted, has been maintained

                                      -21-


<PAGE>



in a manner  consistent with generally  accepted  standards of good  engineering
practice  and  currently  permits  the  American  Stations  to  be  operated  in
accordance  with the terms and  conditions  of the American FCC Licenses and all
Applicable Laws.

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

         4.7 Compliance with Governmental Authorizations and Applicable Law.

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

                  (i) all Claims pending or, to American's knowledge, threatened
         against either  American Party with respect to the business,  operation
         or  ownership  of any of the  American  Assets  or any of the  American
         Stations,  including without limitation all Claims which,  individually
         or in the aggregate,  are reasonably likely to result in the revocation
         or termination of any of the American FCC Licenses or the imposition of
         any  restriction  of  such a  nature  as  would  adversely  affect  the
         ownership or operations of any of the American Stations; in particular,
         but without  limiting the  generality  of the  foregoing,  there are no
         Claims pending or, to American's  knowledge,  threatened (x) before the
         FCC  relating to the  business  or  operations  of any of the  American
         Stations other than Claims which affect the radio broadcasting industry
         generally,  or (y) before any  Authority  involving  charges of illegal
         discrimination  by any 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 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) American License 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.  The American FCC
Licenses  are valid and in good  standing,  are in full force and effect and are
not

                                      -22-


<PAGE>



impaired in any respect by any act or omission of either  American  Party or its
officers, directors, employees or agents. The American Stations are operating in
accordance with the American FCC Licenses,  all underlying  construction permits
and the FCA.  Except 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  either  American  Party  at the FCC  relating  to any of the
American  Stations.  Except as  disclosed  in  Section  4.7(b)  of the  American
Disclosure  Schedule,  as of the date of this Agreement,  there is no proceeding
pending at, or outstanding  notice of violation from, the FCC relating to any of
the American Stations.  All fees payable to Authorities pursuant to the American
Station FCC Licenses,  including FCC annual  regulatory fees, have been paid and
no event has occurred which,  individually or in the aggregate,  and without the
giving  of notice or the lapse of time or both,  would  constitute  grounds  for
revocation  thereof or would have an adverse  effect on either  American  Party.
Except (i) as set forth in Section  4.7(b) of the American  Disclosure  Schedule
and (ii) for such  reports,  forms and  statements  the failure of which to file
would not,  individually  or in the  aggregate,  have an  adverse  effect on the
American  Stations,  all reports,  forms and statements  required to be filed by
either  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 Jacor 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 any
adverse  effect  on the  American  Assets  or  American  Stations.  No  American
Governmental  Authorization  is the  subject of any  pending  or, to  American's
knowledge,  threatened  challenge  or  proceeding  to  revoke or  terminate  any
American  Governmental  Authorization.  To American's  knowledge,  except as set
forth in Section  4.7(b) of the American  Disclosure  Schedule,  American has no
reason to believe  that any  American  Governmental  Authorization  would not be
renewed  in the  name of  American  License  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  either  American  Party  (other  than  the  American
Governmental Authorizations and the American Private Authorizations) relating to
the  ownership  and  operation  of the  American  Assets or the  conduct  of the
business of the American Stations (the "American Intangible Assets"),  including
without  limitation the nature of one of the American  Party'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 the American Intangible Assets.

         4.9 Related Transactions.  Neither 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 the American  Stations between
either  American  Party  and  any  of  their  respective  officers,   directors,
stockholders or 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

                                      -23-


<PAGE>



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) Contracts
between  either  American  Party and its officers,  directors,  stockholders  or
employees  which will not be part of the  American  Assets  and will  constitute
American  Excluded  Assets  and  American  Nonassumed  Obligations,  and (iii) a
management agreement between American and American License.

         4.10 Tax Matters.  Each of the  American  Parties 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 any of the  American  Stations  or result in any  transferee
liability against any of the Jacor Parties. All Taxes in respect of the American
Assets and the American  Stations which either American Party is required by law
to withhold and collect have, to  American's  knowledge,  been duly withheld and
collected,  and  have  been  paid  over,  in a  timely  manner,  to  the  proper
Authorities to the extent due and payable.

         4.11     Employee Benefit Plans; American Station Employees..

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

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

         (c) Neither  American  Party has received any notice that,  and neither
American Party is aware of, any American Station Employee who shall or is likely
to terminate his or her employment  relationship with the American Stations upon
the  execution of this  Agreement  or after the Closing,  except as set forth in
Section 4.11(c) of the American Disclosure Schedule.

         (d) Except as described in Section  4.11(d) of the American  Disclosure
Schedule,  with  respect  to the  American  Stations,  (i) none of the  American
Station  Employees is now or, to American's  knowledge,  has been represented by
any  labor  union or other  employee  collective  bargaining  organization,  and
neither  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

                                      -24-


<PAGE>



any  pending  demands  for  collective  bargaining  by any  such  union or other
organization,  and (iii) neither 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.

         (e) Except as disclosed in Section  4.11(e) of the American  Disclosure
Schedule,  each of the American  Parties have complied in all material  respects
with  all  laws  relating  to  the  employment  of  labor,  including,   without
limitation,   ERISA  and  those  laws  relating  to  wages,  hours,   collective
bargaining,  unemployment  insurance,  workers'  compensation,  equal employment
opportunity and payment and withholding of taxes.

         4.12  Material  Agreements.  Listed  on  Section  4.12 of the  American
Disclosure  Schedule are all Material  Agreements  relating to the  ownership or
operation of the American  Assets or the conduct of the business of the American
Stations or to which either American Party is a party or to which it is bound or
to which any of the American Assets is or will, as of such time, be subject (the
"American Material  Agreements").  True, accurate and complete copies of each of
such  Material  Agreements  have been made  available  by American to one of the
Jacor  Parties  and  American  has  provided  one  of  the  Jacor  Parties  with
photocopies  of all  such  Material  Agreements  requested  by one of the  Jacor
Parties (or true, accurate and complete descriptions thereof have been set forth
in  Section  4.12 of the  American  Disclosure  Schedule,  if any such  Material
Agreements are oral). All of the American  Material  Agreements  relating to the
American Stations are valid, binding and legally enforceable  obligations of one
of the American Parties, and, in all cases, to American's  knowledge,  all other
parties  thereto,  and one of the  American  Parties  is  validly  and  lawfully
conducting  the business of the American  Stations and owning and  operating the
American  Assets under each of the  American  Material  Agreements.  Each of the
American  Parties has duly complied with all of the terms and conditions of each
American Material  Agreement and neither has done or performed,  or failed to do
or perform  (and,  to  American's  knowledge,  there is no pending or threatened
Claim that either  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 of the American Material  Agreements or impair the rights or benefits,
or increase the costs, of either  American Party under any of American  Material
Agreement.   Neither  American  Party  has  expressly  granted  any  waivers  or
forbearance under any American Material Agreement and, to American's  knowledge,
no  third  party  is in  material  default  in  the  performance  of  any of its
obligations under any American Material Agreement.  Except for those consents or
approvals  listed  in  Section  4.12 of the  American  Disclosure  Schedule,  no
consents or approvals of any third party are necessary to permit the  assignment
by the American Parties of the American Material  Agreements to one of the Jacor
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.

         4.13 Ordinary Course of Business.  Each of the American  Parties,  from
the later of December 31, 1996 or the  acquisition  of the  applicable  American
Assets and American Stations to the date hereof,  except (i) as may be described
on Section 4.13 of the American Disclosure Schedule,  or (ii) as may be required
or expressly  contemplated by the terms of this  Agreement,  with respect to the
American  Assets and the  American  Stations,  has  operated its business in the
normal,

                                      -25-


<PAGE>



usual and  customary  manner in the  ordinary  and regular  course of  business,
consistent with prior practice and

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

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

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

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

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

                  (d) has not experienced any work stoppage.

         4.14  Broker or Finder.  No Person  assisted  in or  brought  about the
negotiation of this Agreement,  the Exchanges or the subject matter of any other
Transaction  in the  capacity  of  broker,  agent or  finder  or in any  similar
capacity on behalf of either American Party.

         4.15 Environmental Matters.  Except as set forth in Section 4.15 of the
American Disclosure Schedule, solely with respect to the American Assets and the
American Real Property, neither American Party:

                  (a) has been notified in writing that it is potentially liable
         under,  has  received  any  written  request for  information  or other
         correspondence  concerning its potential  liability with respect to any
         site or facility under, or is a "potentially  responsible party" under,
         the Comprehensive  Environmental  Response,  Compensation and Liability
         Act of 1980,  as amended,  the Resource  Conservation  Recovery Act, as
         amended, or any similar state law;

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

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

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


                                      -26-


<PAGE>



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

                  (f) has any 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 or
         claim under, any Environmental Laws; and

                  (g) has any knowledge that any underground  storage tank is or
         has been located at, on, in, or under the American  Real  Property,  or
         that  any  friable  asbestos  containing  material  or  Polychlorinated
         biphenyl  containing  electrical  equipment  (other  than  non-leaking,
         unitlity-owned transformers) are located thereon.

         Notwithstanding  anything to the contrary  contained in this Agreement,
neither American Party make any  representation  or warranty with respect to its
compliance with Environmental Laws or environmental matters generally, except as
specifically set forth in this Section.

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


                                    ARTICLE 5

                                    COVENANTS

         5.1      Access to Information; Confidentiality.

         (a) Each party  shall  afford to the other  party and its  accountants,
counsel,  financial advisors and other  representatives (the  "Representatives")
full access  during normal  business  hours  throughout  the period prior to the
Closing Date to all of its (and its Subsidiaries') properties, books, contracts,
commitments and records  (including  without limitation Tax Returns) relating to
the Assets and the Stations and, during such period, shall furnish promptly upon
request (i) a copy of each report, schedule and other document filed or received
by any of them pursuant to the  requirements  of any  Applicable  Law (including
without  limitation the FCA) or filed by it or any of its Subsidiaries  with any
Authority in connection with either of the Exchanges and the other  Transactions
or any other report,  schedule or documents  which may have a material effect on
the  businesses,   operations,   properties,  prospects,  personnel,  condition,
(financial or other),  or results of operations  of their  respective  Assets or
Stations,  (ii) to the extent not provided for pursuant to the preceding clause,
all  financial  records,  ledgers,  work papers and other  sources of  financial
information  possessed or controlled  by (x) any Jacor Party or its  accountants
deemed by American or its Representatives necessary or useful for the purpose of
performing an audit of the business of the Jacor Stations and

                                      -27-


<PAGE>



certifying  financial  statements  and  financial  information  pursuant  to the
provisions of Section 6.2(d),  and (y) American or its accountants deemed by any
Jacor  Party or its  Representatives  necessary  or useful  for the  purpose  of
performing  an audit of the  business of the American  Stations  and  certifying
financial  statements  and financial  information  pursuant to the provisions of
Section 6.3(d), and (iii) such other information concerning any of the foregoing
as  American  or any  Jacor  Party  shall  reasonably  request.  All  non-public
information  furnished  pursuant to the provisions of this Agreement,  including
without  limitation  this  Section,  will be kept  confidential  and shall  not,
without the prior written consent of the party disclosing such  information,  be
disclosed by the other party in any manner whatsoever, in whole or in part, and,
except as required by Applicable Law (including without limitation in connection
with any  registration  statement  or similar  document  filed  pursuant  to any
federal or state securities Law) shall not be used for any purposes,  other than
in connection with the Exchanges and the other Transactions. Except as otherwise
herein  provided,  each party agrees to reveal such information only to those of
its  Representatives  or other Persons who need to know such the information for
the  purpose  of  evaluating  and  consummating  the  Exchanges  and  the  other
Transactions  who are informed of the confidential  nature of such  information.
From and after the  Closing,  each of the parties  shall not,  without the prior
written consent of the other party,  disclose any  information  remaining in its
possession  with respect to the Assets and  Stations  conveyed by it pursuant to
the Exchanges and no such information shall be used for any purposes, other than
in connection  with the Exchanges  and the other  Transactions  or to the extent
required by Applicable Law.

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

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

         5.2      Agreement to Cooperate.

         (a) Each of the parties  hereto shall use reasonable  business  efforts
(x) to take,  or cause to be taken,  all actions and to do, or cause to be done,
all things necessary, proper or advisable under Applicable Law to consummate the
Exchanges  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
Exchanges or the making effective of the other Transactions,  including,  in all
cases,  without limitation using its reasonable  business efforts (i) to prepare
and file with the applicable  Authorities  as promptly as practicable  after the
execution of this Agreement all requisite  applications and amendments  thereto,
together  with  related  information,  data and  exhibits,  necessary to request
issuance of orders approving the

                                      -28-


<PAGE>



Exchanges and the other Transactions by all such applicable Authorities, each of
which must be obtained or become Final Orders in order to satisfy the  condition
applicable  to it set forth in Section  6.1(c),  (ii) to obtain all necessary or
appropriate  waivers,  consents  and  approvals,  (iii) to effect all  necessary
registrations,   filings  and  submissions  (including  without  limitation,  if
required, filings within twenty (20) business days of the date of this Agreement
under the  Hart-Scott-Rodino  Act and all  filings  necessary  for the  American
Parties  and the Jacor  Parties to own and operate  the Jacor  Stations  and the
American Stations, respectively), (iv) to lift any injunction or other legal bar
to the Exchanges or any of the other Transactions (and, in such case, to proceed
with the Exchanges 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.  Within ten (10)  business  days
following the execution of this  Agreement,  the American  Parties and the Jacor
Parties shall file with the FCC appropriate  applications for FCC Consents.  The
parties shall  prosecute said  applications  with all  reasonable  diligence and
otherwise use reasonable business efforts to obtain the grant of FCC Consents to
such applications as expeditiously as practicable.  If the FCC Consents,  or any
of them,  imposes any  condition  on either party  hereto,  such party shall use
reasonable  business  efforts to comply with such  condition  unless  compliance
would have a material  adverse  effect upon it. If  reconsideration  or judicial
review is sought with respect to any FCC Consent,  the American  Parties and the
Jacor  Parties 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 Exchanges are
expressly  conditioned  upon the grant of the Final Order as to the FCC Consents
for the  assignment  of the FCC Licenses for the Stations  without any condition
which  would have a  materially  adverse  effect upon the party  acquiring  such
Stations.

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

         (c) Each of the Jacor  Parties shall  cooperate and use its  reasonable
business  efforts to cause its independent  accountants to reasonably  cooperate
with American,  and at American's  expense,  in order to enable American to have
the Jacor Parties or the Jacor  Parties' or American's  independent  accountants
prepare audited financial statements for the Jacor Stations described in Section
6.2(d).  The Jacor Parties represent and warrant that such financial  statements
will have been  prepared in accordance  with GAAP applied on a basis  consistent
with past practices and will present fairly the financial  condition and results
of operation of the Jacor  Stations.  Without  limiting  the  generality  of the
foregoing, the Jacor Parties agree 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  Affiliates  under the  Securities  Act or the
Exchange Act and (ii) execute and deliver, and cause its officers to execute and
deliver, such "representation" letters as are customarily delivered

                                      -29-


<PAGE>



in connection  with audits and as American's or the Jacor  Parties'  independent
accountants may reasonably request under the circumstances.

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

         (d) The  applicable  parties  acknowledge  and agree  that  they  will,
subject to the expiration or earlier  termination of the  Hart-Scott-Rodino  Act
waiting period,  execute and deliver time brokerage agreements pursuant to which
(i)  American  would time  broker the  Citicasters  Stations  (the  "Citicasters
Stations TBA"), (ii) American would time broker the Regent Stations (the "Regent
Stations  TBA"),  (iii)  Citicasters  would  time  broker  each of the  American
Citicasters Stations (the "American  Citicasters Stations TBA"), and (iv) Regent
Broadcasting  would  time  broker  each of the  American  Regent  Stations  (the
"American  Regent  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  Jacor  Parties  shall not be liable in any
respect to the extent (A) any of their  representations and warranties contained
in Article 3 are not true and correct in any  material  respect on and as of the
Closing Date or (B) any of their  covenants  contained in Article 5 are breached
in any  material  respect on and as of the  Closing  Date,  in any such case due
solely to the operation of American  under the  Citicasters  Stations TBA or the
Regent  Stations  TBA,  (ii) the  American  Parties  shall  not be liable in any
respect to the extent (A) 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 or (B) any of their  covenants  contained in Article 5 are breached
in any  material  respect on and as of the  Closing  Date,  in any such case due
solely to the  operation of the  Citicasters  or Regent  Broadcasting  under the
American  Citicasters  Stations  TBA  and  the  American  Regent  Stations  TBA,
respectively,  (iii) the  conditions  set forth in Section  6.3(f)  shall not be
deemed to be not  satisfied  as a result  of any  action  or  failure  to act of
American  pursuant to the  provisions  of the  Citicasters  Stations  TBA or the
Regent  Stations TBA, (iv) the  conditions set forth in Section 6.2(f) shall not
be deemed to be not  satisfied  as a result of any  action or  failure to act of
Citicasters  or Regent  Broadcasting  pursuant to the provisions of the American
Citicasters Stations TBA and the American Regent Stations TBA, respectively, and
(v) the  certificates  to be  delivered  to the  American  Parties and the Jacor
Parties  pursuant to the provisions of Section 6.2(c) and 6.3(c),  respectively,
shall not be required to address any of such representations and warranties that
are not true and correct in any material  respect or any of such  covenants that
are  breached in any  material  respect on and as of the Closing Date due to the
operation of the other party under the TBA Agreements.


                                      -30-


<PAGE>



         (e) Within thirty (30) days after the execution of this Agreement,  (i)
American  shall,  at its expense,  (x)  commission a qualified  title company to
prepare and provide to the Jacor Parties a preliminary title report with respect
to the American Real  Property (the  "American  Preliminary  Title  Report") and
promptly  provide a copy of the American  Preliminary  Title Report to the Jacor
Parties,  together with complete  copies of all documents  relating to the title
exceptions  referred  to in  the  American  Preliminary  Title  Report  and  (y)
commission a qualified surveyor (licensed in Ohio) to prepare and provide to the
Jacor Parties hereto a survey ("American  Survey") of the American Real Property
depicting the location of all title exceptions and (ii) the Jacor Parties shall,
at their  expense,  (x)  commission  a  qualified  title  company to prepare and
provide to the American  Parties a preliminary  title report with respect to the
Jacor Real Property (the "Jacor  Preliminary Title Report") and promptly provide
a copy of the Jacor Preliminary Title Report to American, together with complete
copies of all  documents  relating  to the title  exceptions  referred to in the
Jacor Preliminary Title Report and (y) commission a qualified surveyor (licensed
in Missouri) to prepare and provide to American hereto a survey ("Jacor Survey")
of the Jacor Real Property depicting the location of all title exceptions.

         The  Jacor  Parties  shall  have the right to  disapprove  of any title
exceptions  or survey  exceptions  (whether  nor not  disclosed  on the American
Preliminary  Title Report) which in their  reasonable  business  judgment have a
material  adverse  impact  on the title to the  American  Real  Property  or its
intended use and shall notify American of any such  disapproval  within ten (10)
business  days after its receipt of both the American  Preliminary  Title Report
and the  American  Survey].  All  title  exceptions  set  forth in the  American
Preliminary  Title  Report  and  any  supplemental  reports  or  updates  to the
Preliminary  Title Report and not disapproved  within the time periods  provided
herein shall  constitute  "American  Permitted Title  Exceptions".  Prior to the
Closing,  American  shall,  at its  expense,  remove or cause to be removed  all
disapproved  exceptions  relating  to the  American  Real  Property  (the "Jacor
Disapproved  Matters") or, in the alternative,  obtain title insurance in a form
reasonably satisfactory to the Jacor Parties insuring against the effect of such
Jacor  Disapproved  Matters;  provided,  however,  that  American  shall  not be
obligated  to spend more than  $150,000  in its attempt to remove or insure over
any such Jacor  Disapproved  Matters  (other than monetary  Liens which shall be
required to be removed regardless of the amount thereof).  American shall notify
the Jacor  Parties  within  ten (10) days  after  receipt of the notice of Jacor
Disapproved Matters whether it intends to remove the same. If American is unable
to remove or endorse  over any such Jacor  Disapproved  Matters,  or if American
exercises  its right not to remove one or more Jacor  Disapproved  Matters,  the
Jacor  Parties may elect (i) to terminate  this  Agreement or (ii) to waive such
Jacor Disapproved  Matters (such Jacor Disapproved  Matters shall then be deemed
to be American  Permitted  Title  Exceptions),  in which event the Jacor Parties
shall  receive  a  credit  at the  Closing  in the  amount  (up to the  positive
difference, if any, between (x) $150,000 and (y) the amount theretofore expended
by American  pursuant  to the  provisions  of this  Section  5.2(e))  reasonably
necessary  to remove or endorse  over the Jacor  Disapproved  Matters or, if the
Jacor  Disapproved  Matters cannot be removed or endorsed over, to compensate it
for the reduction in value of such American  Real Property  resulting  from such
Jacor Disapproved Matters.

         American shall have the right to disapprove of any title  exceptions or
survey  exceptions  (whether nor not  disclosed on the Jacor  Preliminary  Title
Report) which in its reasonable business judgment have a material adverse impact
on the title to the Jacor Real Property or its intended use and shall notify the
Jacor Parties of any such disapproval within ten (10) business days after its

                                      -31-


<PAGE>



receipt of both the Jacor  Preliminary  Title Report and the Jacor  Survey.  All
title  exceptions  set  forth in the  Jacor  Preliminary  Title  Report  and any
supplemental  reports or updates to the Jacor  Preliminary  Title Report and not
disapproved  within the time periods  provided  herein shall  constitute  "Jacor
Permitted Title Exceptions".  Prior to the Closing,  the Jacor Parties shall, at
their expense, remove or cause to be removed all disapproved exceptions relating
to the Jacor Real  Property  (the  "American  Disapproved  Matters")  or, in the
alternative,  obtain  title  insurance  in a  form  reasonably  satisfactory  to
American  insuring  against  the effect of such  American  Disapproved  Matters;
provided,  however,  that the Jacor Parties shall not be obligated to spend more
than  $150,000  in its  attempt  to  remove  or  insure  over any such  American
Disapproved  Matters  (other than  monetary  Liens which shall be required to be
removed  regardless  of the amount  thereof).  The Jacor  Parties  shall  notify
American  within  ten  (10)  days  after  receipt  of  the  notice  of  American
Disapproved Matters whether they intend to remove the same. If the Jacor Parties
are unable to remove or endorse over any such American  Disapproved  Matters, or
if the Jacor  Parties  exercise  their right not to remove one or more  American
Disapproved Matters,  American may elect (i) to terminate this Agreement or (ii)
to waive such American  Disapproved  Matters (such American  Disapproved Matters
shall then be deemed to be Jacor  Permitted  Title  Exceptions),  in which event
American shall receive a credit at the Closing in the amount (up to the positive
difference, if any, between (x) $150,000 and (y) the amount theretofore expended
by the  Jacor  Parties  pursuant  to the  provisions  of  this  Section  5.2(e))
reasonably  necessary to remove or endorse over the American Disapproved Matters
or, if the American  Disapproved  Matters cannot be removed or endorsed over, to
compensate it for the  reduction in value of such Jacor Real Property  resulting
from such American Disapproved Matters.

         (f) Within thirty (30) days after the execution of this Agreement, each
of  American  and the Jacor  Parties  may,  at its sole  expense,  commission  a
qualified engineering firm to conduct a Phase I environmental study of the Jacor
Real Property or the American  Real  Property,  respectively  (the study done by
American on such Jacor Real Property is hereinafter called the "American Study";
and the  study  done by the Jacor  Parties  on the  American  Real  Property  is
hereinafter  called the "Jacor Study").  If American promptly notifies the Jacor
Parties  in writing  that the  American  Study  discloses  one or more  material
environmental  liabilities  constituting  a breach  of the  representations  and
warranties of the Jacor Parties  contained in Section 3.15 without regard to any
knowledge  qualifiers  contained  therein,  the  Jacor  Parties  shall  promptly
commence  remedial action at their expense to cure all conditions giving rise to
all such  liabilities and shall use its reasonable  business efforts to cure all
such  conditions  prior to the Closing.  If the Jacor  Parties  promptly  notify
American  in  writing  that  the  Jacor  Study  discloses  one or more  material
environmental  liabilities  constituting  a breach  of the  representations  and
warranties of American contained in Section 4.15 without regard to any knowledge
qualifiers  contained therein,  American shall promptly commence remedial action
at its expense to cure all conditions  giving rise to all such  liabilities  and
shall use its reasonable  business  efforts to cure all such conditions prior to
the  Closing.  Notwithstanding  the  foregoing,  neither  American nor the Jacor
Parties  shall be  obligated  to  undertake  a cure which such party  reasonably
determines  will  exceed  more than  $150,000  in its  attempt  to cure all such
conditions. If, notwithstanding the use of reasonable business efforts, American
is or the  Jacor  Parties  are  unable  prior  to the  Closing  to cure all such
conditions, the party to whom the Real Property with such material environmental
liability is to be conveyed may elect (i) to terminate this Agreement or (ii) to
waive such  environmental  liability,  in which  event the  waiving  party shall
receive a credit at the Closing in the amount (up to the positive difference, if
any, between (x)

                                      -32-


<PAGE>



$150,000 and (y) the amount theretofore  expended by the other party pursuant to
the  provisions  of this  Section  5.2(f))  reasonably  necessary  to cure  such
environmental  liability or, if such environmental liability cannot be cured, to
compensate it for the reduction in value of such Real  Property  resulting  from
such environmental liability.

         (g) Within thirty (30) days after the execution of this Agreement, each
of  American  and the Jacor  Parties  may,  at its sole  expense,  do a study to
determine, to such party's reasonable satisfaction,  that services for utilities
including,  without  limitation,  water and sewer  service,  telephone  service,
electric and/or gas service and sanitary  services are sufficient to service the
Jacor Real Property or the American Real  Property,  as the case may be, and any
Real Property subject to the American Leases. If either party notifies the other
within such thirty-day period that the utility service is not sufficient for its
reasonable  needs,  then the party receiving such notice shall promptly commence
remedial  action at its  expense  to cure such  insufficiency  and shall use its
reasonable  business  efforts to cure such  insufficiency  prior to the Closing.
Notwithstanding  the foregoing,  neither American nor the Jacor Parties shall be
obligated to spend more than $150,000 in its attempt to cure such insufficiency.
If,  notwithstanding the use of its reasonable business efforts,  American is or
the  Jacor   Parties  are  unable   prior  to  the  Closing  to  cure  any  such
insufficiency, the party to whom the Real Property with such insufficiency is to
be  conveyed  may elect to waive such  insufficiency  in which event the waiving
party shall  receive a credit at the  Closing in the amount (up to the  positive
difference,  if any,  between  (i)  $150,000  and  (ii) the  amount  theretofore
expended by the other party pursuant to the  provisions of this Section  5.2(g))
reasonably necessary to cure such insufficiency or, if such insufficiency cannot
be cured,  to  compensate  it for the  reduction in value of such Real  Property
resulting from such insufficiency.

         (h) Within thirty (30) days after the execution of this Agreement, each
of  American  and the Jacor  Parties  may,  at its sole  expense,  commission  a
reputable  engineer  to conduct  an  inspection  of the Jacor  Assets and or the
American  Assets,  as the case may be (the  inspection  done by  American on the
Jacor Assets is hereinafter called the "American Inspection"; and the inspection
done by the Jacor  Parties  on the  American  Assets is  hereinafter  called the
"Jacor  Inspection").  If American  notifies the Jacor Parties in writing within
such  thirty-day  period  that the  American  Inspection  discloses  one or more
conditions that constitutes a breach of the representations of the Jacor Parties
contained in Section  3.5(b) or 3.7, the Jacor Parties shall  promptly  commence
remedial  action at its  expense to cure all such  conditions  and shall use its
reasonable business efforts to cure all such conditions prior to the Closing. If
the Jacor Parties notify American in writing within such thirty-day  period that
the Jacor Parties inspection discloses one or more conditions that constitutes a
breach of the  representations  of American  contained in Section 4.5(b) or 4.7,
American shall promptly commence remedial action at its expense to cure all such
conditions and, use its reasonable  business efforts to cure all such conditions
prior to the Closing.  Notwithstanding  the foregoing,  neither American nor the
Jacor Parties shall be obligated to undertake a cure which such party reasonably
determines  will  exceed  more than  $150,000  in its  attempt  to cure all such
conditions.  If,  notwithstanding  the use of its reasonable  business  efforts,
American  is or the Jacor  Parties  are unable  prior to the Closing to cure all
such  conditions,  the party to whom the Assets with such  conditions  are to be
conveyed  may  elect  (i) to  terminate  this  Agreement  or (ii) to waive  such
conditions,  in which  event the  waiving  party  shall  receive a credit at the
Closing  in the amount  (up to the  positive  difference,  if any,  between  (x)
$150,000 and (y) the amount theretofore  expended by the other party pursuant to
the provisions of this Section 5.2(h)) reasonably necessary to cure such

                                      -33-


<PAGE>



conditions  or, if such  conditions  cannot be cured,  to  compensate it for the
reduction in value of such Real Property resulting from such conditions.

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

         5.3 Public  Announcements.  Each  party  shall  consult  with the other
before issuing any press release or otherwise making any public  statements with
respect to this Agreement,  the Exchanges or any other Transaction and shall not
issue any such press release or make any such public statement without the prior
consent of the other,  which  consent  shall not be  unreasonably  withheld,  or
delayed or conditioned.  Notwithstanding  anything to the contrary herein,  each
party and such party's  Affiliates  shall, in accordance  with their  respective
legal obligations, including but not limited to filings permitted or required by
the Securities Act and the Exchange Act, the New York Stock Exchange, the NASDAQ
National  Market  and  other  similar  regulatory  bodies,  make (a) such  press
releases  and other public  statements  and  announcements  as such party or its
Affiliates  deem necessary and appropriate in connection with this Agreement and
the transactions  contemplated hereby, and (b) any and all statements such party
deems  in  its  sole  judgment  to  be  appropriate  in  any  and  all  filings,
prospectuses and other similar documents.  To the extent practicable,  the party
proposing to make such press release or public statement will consult in advance
with the other  regarding  the nature,  extent and form of such press release or
public statement.

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

         5.5 No  Solicitation.  Neither  party  shall,  nor shall it permit  any
Affiliate or any of its  Representatives  (including,  without  limitation,  any
investment banker,  broker,  finder,  attorney or accountant retained by it) to,
initiate,  solicit or facilitate,  directly or indirectly,  any inquiries or the
making of any proposal with respect to any  Alternative  Transaction,  engage in
any discussions or

                                      -34-


<PAGE>



negotiations concerning,  or provide to any other Person any information or data
relating to, it or any Affiliate for the purposes of, or otherwise  cooperate in
any way with or assist or  participate  in, or  facilitate  any inquiries or the
making of any proposal which constitutes,  or may reasonably be expected to lead
to, a proposal  to seek or effect any  Alternative  Transaction,  or agree to or
endorse any Alternative Transaction.  The provisions of this Section shall apply
to each of  American's  Subsidiaries  and the Jacor  Parties'  Subsidiaries  and
Affiliates.

         5.6  Conduct of  Business by the Jacor  Parties  Pending  the  Closing.
Except as otherwise  contemplated by this  Agreement,  and subject to American's
time  brokering of the  Citicasters  Stations  pursuant to the provisions of the
Citicasters  Stations TBA and the Regent Stations  pursuant to the provisions of
the Regent Stations TBA,  unless American shall otherwise agree in writing,  the
Jacor  Parties  shall,  and shall cause their  respective  Subsidiaries,  to the
extent relating to the Jacor Stations or the Jacor Assets, to:

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

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

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

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

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

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

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


                                      -35-


<PAGE>



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

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

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

                  (k)  not  waive  any  material  right  relating  to the  Jacor
         Stations.

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

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

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

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

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

                                      -36-


<PAGE>




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

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

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

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

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

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

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

         5.8 Risk of Loss. The risk of loss or damage to any of the Assets prior
to the Closing Date, which is not the responsibility at the time of such loss or
damage of the  acquiring  party under the express terms of the  applicable  TBA,
shall be upon the  transferring  party.  In the event of any such loss or damage
for which a  transferring  party is  responsible,  it shall repair,  replace and
restore any such damaged or lost Asset  substantially  to its prior condition as
soon as possible and in no event later than forty-five (45) days (or such longer
period as is reasonable under the  circumstances)  following the loss or damage;
provided,  however,  that in the event  any such  loss or  damage of the  Assets
exists on the Closing Date,  then,  notwithstanding  any other provision of this
Agreement, the

                                      -37-


<PAGE>



acquiring  party at is option may extend the Closing  Date for a period of up to
sixty (60) days until such time as the  transferring  party shall have repaired,
replaced and restored any such damaged or lost Asset  substantially to its prior
condition;  alternatively,  at the request of the acquiring  party,  the parties
shall negotiate in good faith to determine an equitable  adjustment in the terms
of the Exchanges  (including the payment of cash by the  transferring  party) to
cover any such loss or damage and consummate the Exchanges on the Closing Date.

         5.9      American and Jacor Station Employees.

         (a) American will,  during the effectiveness of the Jacor Stations TBA,
employ each Jacor Station  Employee  and,  thereafter,  simultaneously  with the
consummation  of the  Exchange,  offer  employment  to each such  Jacor  Station
Employee, in each case on terms and conditions which are not less favorable,  in
the aggregate with respect to each such employee,  than the terms and conditions
of such  Jacor  Station  Employee's  current  employment  (a true,  correct  and
complete in all material  respects  description of which is set forth in Section
5.9 of the Jacor Disclosure Schedule) or, in the event it does not so offer such
employment,  assume the termination arrangements for such Jacor Station Employee
(a true,  correct and complete in all material respects  description of which is
set forth in Section 5.9 of the Jacor Disclosure Schedule).

         (b) Jacor will,  during the effectiveness of the American Stations TBA,
employ each American Station Employee and,  thereafter,  simultaneously with the
consummation  of the Exchange,  offer  employment to each such American  Station
Employee, in each case on terms and conditions which are not less favorable,  in
the aggregate with respect to each such employee,  than the terms and conditions
of such American  Station  Employee's  current  employment (a true,  correct and
complete in all material respects  description of which is set in Section 5.9 of
the  American  Disclosure  Schedule)  or, in the event it does not so offer such
employment,  assume  the  termination  arrangements  for such  American  Station
Employee (a true,  correct and complete in all material respects  description of
which is set forth in Section 5.9 of the American Disclosure Schedule).


                                    ARTICLE 6

                               CLOSING CONDITIONS

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

                  (a) 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 Exchanges and
         the other  Transactions,  or which might,  in the  reasonable  business
         judgment  of  American or the Jacor  Parties,  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

                                      -38-


<PAGE>



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

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

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

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

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

                                      -39-


<PAGE>



         representations  and warranties and the  performance or satisfaction of
         the  covenants,  agreements  and  conditions as American or its counsel
         shall have reasonably requested;

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

                  (e) All authorizations, consents, waivers, orders or approvals
         required to be obtained  pursuant to the  provisions of this  Agreement
         from all Persons (other than Authorities)  prior to the consummation of
         the Exchanges and the other Transactions,  including without limitation
         those required in order to vest fully in American all right,  title and
         interest  in and to all of the  Jacor  Assets  and the  Jacor  Stations
         (including without limitation all Jacor Assumable Agreements heretofore
         requested  by  American  and set forth in  Section  6.2(e) of the Jacor
         Disclosure  Schedule)  and the full  enjoyment  thereof shall have been
         obtained,  without the imposition,  individually or in the aggregate of
         any condition or requirement  which could  materially  adversely affect
         the Jacor Assets or the Jacor Stations;  provided,  however,  that with
         respect to Jacor  Assumable  Agreements  not so  identified on Schedule
         6.2(e) of the Jacor  Disclosure  Schedule,  the Jacor Parties shall use
         reasonable  efforts to obtain any required  third party consents to the
         assignment thereof as requested by American, but obtaining such consent
         shall not be a condition to Closing;

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

                  (g) Withing thirty (30) days from the date of this  Agreement:
         (i) the Board of Directors of American shall have approved and ratified
         this Agreement and the  consummation of the  transactions  contemplated
         hereby;  and (ii) the lenders of American and its affiliates shall have
         granted  in  writing  their  consent  and any  required  waivers to the
         transactions contemplated hereby; and

                  (h) From the date hereof  through the  Closing  Date,  (i) the
         Citicasters  Stations TBA shall not have been terminated by American as
         permitted by the  Citicaster  Stations TBA as a result of  Citicaster's
         material  noncompliance  with its  obligations  under  the  Citicasters
         Stations  TBA;  and (ii) the  Regent  Stations  TBA shall not have been
         terminated by Regent  Broadcasting  as permitted by the Regent Stations
         TBA as a result of Regent's material noncompliance with its obligations
         under the American Regent Stations TBA.

                                      -40-


<PAGE>




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

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

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

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

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

                                      -41-


<PAGE>




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

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

                  (g) Withing thirty (30) days from the date of this  Agreement:
         (i) the Board of Directors  of Jacor  Communications,  Inc.  shall have
         approved  and  ratified  this  Agreement  and the  consummation  of the
         transactions  contemplated  hereby;  and  (ii)  the  lenders  of  Jacor
         Communications,  Inc. and its Affiliates  shall have granted in writing
         their consent and any required waivers to the transactions contemplated
         hereby; and

                  (h) From the date hereof  through the  Closing  Date,  (i) the
         American  Citicasters  Stations TBA shall not have been  terminated  by
         Citicasters as permitted by the American  Citicaster  Stations TBA as a
         result of American's material  noncompliance with its obligations under
         the American  Citicasters  Stations  TBA; and (ii) the American  Regent
         Stations TBA shall not have been  terminated by Regent  Broadcasting as
         permitted by the American Regent Stations TBA as a result of American's
         material  noncompliance  with its obligations under the American Regent
         Stations TBA.


                                    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 Jacor Parties and American; or


                                      -42-


<PAGE>



                  (b) by either  American or the Jacor  Parties if any permanent
         injunction,   decree  or  judgment  by  any  Authority  preventing  the
         consummation   of  the   Exchanges   shall   have   become   final  and
         nonappealable; or

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

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

                  (e)  by  American  or  the  Jacor  Parties   pursuant  to  the
         provisions of Section 5.2(e), 5.2(f) or (h).

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

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

         The right of American or the Jacor 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.

         7.2 Effect of  Termination.  Except as provided  in Sections  5.1 (with
respect to  confidentiality),  5.3 and 9.3 and this Section, in the event of the
termination  of this  Agreement  pursuant to Section 7.1, this  Agreement  shall
forthwith  become void, there shall be no liability on the part of either party,
or  any  of  their  respective  Affiliates  (including  stockholders,  officers,
directors or  Representatives  ), to the other and all rights and obligations of
either party shall cease;  provided,  however,  that such termination  shall not
relieve either party from liability for any

                                      -43-


<PAGE>



misrepresentation  or breach of any of its  warranties,  covenants or agreements
set forth in this Agreement.


                                    ARTICLE 8

                                 INDEMNIFICATION

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

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

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

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

                                      -44-


<PAGE>



         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 Ohio  (in the case of  American  being  the  indemnifying
         party) or the State of Missouri (in the case of the Jacor Parties being
         the indemnifying party).

The  liability  of each of the  American  Parties and each of the Jacor  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 Jacor 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,  $150,000,  in which event the indemnified party shall be entitled to
recover  all such Loss and  Expense,  and (ii) in no event  shall the  aggregate
amount required to be paid by each indemnifying party pursuant to the provisions
of this Section exceed $2,000,000, except for any Loss or Expense arising out of
matters of a nature  referred to in  Sections  3.1(b) and 4.1(b) as to which the
limitations set forth in this clause (ii) shall not apply. The provisions of the
immediately preceding sentence of this Section with respect to the limitation on
each  indemnifying  party's  obligation  to indemnify the  indemnified  party in
respect of Loss and  Expense  shall not be  applicable  to any claims  which are
based on fraud or willful or intentional breach of representation or warranty.

         8.4 Notice of Claims.  If an  indemnified  party  believes  that it has
suffered or incurred  any Loss and  Expense,  it shall  notify the  indemnifying
party promptly in writing,  and in any event within the  applicable  time period
specified in Section 8.1, describing such Loss and Expense,  all with reasonable
particularity  and containing a reference to the provisions of this Agreement in
respect of which such Loss and Expense shall have occurred.  If any Legal Action
is  instituted  by a third  party  with  respect to which an  indemnified  party
intends  to claim any  liability  or  expense  as Loss and  Expense  under  this
Article,  such indemnified party shall promptly notify the indemnifying party of
such Legal Action, but the failure to so notify the indemnifying party shall not
relieve such indemnifying party of its obligations under this Article, except to
the  extent  such  failure to notify  materially  prejudices  such  indemnifying
party's ability to defend against such Claim.

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

                                      -45-


<PAGE>



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.


                                    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 the Jacor Parties may extend the
time for the  performance of any of the  obligations or other acts of the other,
waive  any  inaccuracies  in the  representations  and  warranties  of the other
contained  herein  or in any  document  delivered  pursuant  hereto,  and  waive
compliance  by the other with any of the  agreements,  covenants  or  conditions
contained herein.  Any such extension or waiver shall be valid only if set forth
in an instrument in writing signed by the party or parties to be bound thereby.

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

         9.4  Notices.  All  notices  and  other  communications  which  by  any
provision of this Agreement are required or permitted to be given shall be given
in  writing  and shall be (a)  mailed by  first-class  or  express  mail,  or by
recognized  courier  service,  postage  prepaid,  (b) sent by  telex,  telegram,
telecopy  or other form of rapid  transmission,  confirmed  by mailing (by first
class or express  mail,  or by  recognized  courier  service,  postage  prepaid)
written confirmation at substantially

                                      -46-


<PAGE>



the same time as such rapid  transmission,  or (c)  personally  delivered to the
receiving party (which if other than an individual  shall be an officer or other
responsible party of the receiving party).  All such notices and  communications
shall be mailed, sent or delivered as follows:

         (a)      If to American:

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

                  with a copy to:

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

         (b)      If to the Jacor Parties:

                  50 East Rivercenter Boulevard
                  Covington, Kentucky  41011
                  Attention: Randy Michaels, President
                  Telecopier No.: (606) 655-9345

                  with a copy to:

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

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

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

                                      -47-


<PAGE>



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.

         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  Exchanges and the other  Transactions  are fulfilled
and consummated to the maximum extent possible;  provided,  however, that in the
event the parties are unable to reach  agreement  within a reasonable  period of
time, under the circumstances, with respect to such modification, this Agreement
shall terminate and be of no further force and effect.

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

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

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

         9.10 Further Acts. Each party agrees that at any time, and from time to
time, before and after the consummation of the transactions contemplated by this
Agreement, it will do all such things

                                      -48-


<PAGE>



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.

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

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

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

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

         9.16  Citicasters  Agent for the Other Jacor Parties.  Anything in this
Agreement  to the  contrary  notwithstanding,  Regent  Broadcasting  and  Regent
Licensee hereby grants  Citicasters an irrevocable  power of attorney and hereby
irrevocably  appoints  Citicasters 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 of the

                                      -49-


<PAGE>



American Parties, waivers,  terminations or amendments,  and any action taken by
Citicasters  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 Regent  Broadcasting and Regent Licensee whether or not it
has  specifically  approved  such action or  executed  such  extension,  waiver,
termination or amendment.

         9.17     Disclosure Schedules.

         (a) The Jacor  Parties will deliver to American,  on or before July 11,
1997, the Jacor  Disclosure  Schedule and all related  documents  required to be
delivered by Jacor  pursuant to Article 3 of this  Agreement.  American shall be
permitted, for a period of ten (10) business days commencing upon its receipt of
the completed Jacor Disclosure  Schedule and related documents to terminate this
Agreement,  if (i) the Jacor Disclosure  Schedule reveals any condition of which
the  American  Parties are unaware as of the date of this  Agreement  and/or any
breaches  of  Jacor'  representations,  warranties  and/or  covenants  hereunder
(without regard to matters set forth in the Jacor  Disclosure  Schedule),  which
unknown  conditions  and/or  breaches  in the  aggregate  would  have a material
adverse  effect on the value of the Jacor Assets or the Jacor Stations or on the
American  Parties'  ability to operate the Jacor  Stations as they are currently
being  operated,  or (ii) the  parties  are  unable to agree  upon  which  Jacor
Material  Agreements  with  respect  to  which  a  third-party  consent  to  the
assignment thereof will be a condition to Closing.

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



                                      -50-


<PAGE>




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

                                    American Radio Systems Corporation


                                    By:_____________________________________
                                        Name:
                                        Title:


                                    American Radio Systems License Corp.


                                    By:_____________________________________
                                        Name:
                                        Title:


                                    Citicasters Co.


                                    By:______________________________________
                                        Name:
                                        Title:

                                    Regent Broadcasting of Kansas City, Inc.


                                    By:_____________________________________
                                        Name:
                                        Title:


                                    Regent Licensee of Kansas City, Inc.


                                    By:_____________________________________
                                        Name:
                                        Title:



                                      -51-


<PAGE>



                                                                      APPENDIX A

                                   DEFINITIONS

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

         adverse,  adversely,  shall mean any Event which has, or is  reasonably
likely to, (a) adversely affect the validity or enforceability of this Agreement
or the likelihood of consummation of the Exchanges,  or (b) adversely affect the
ownership or operation of the Jacor Assets or the American Assets or the conduct
of the business of the Jacor Stations or the American Stations,  as the case may
be, or (c) impair any American Party's or any Jacor Party's, as the case may be,
ability to fulfill its  obligations  under the terms of this  Agreement,  or (d)
adversely  affect the aggregate  rights and remedies of the American  Parties or
the Jacor 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 nor any Event  affecting  the
radio  broadcasting  industry generally shall be deemed to constitute an adverse
change, have an adverse effect or to adversely affect or effect.

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

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

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

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

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



                                      

<PAGE>



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

         American   Assumable   Agreements   shall  mean  the  American  Private
Authorizations,  the American  Trade  Agreements,  the  American  Leases and the
American Other Contracts.  American Citicasters  Assumable Agreements shall mean
the American  Assumable  Agreements that relate to the ownership or operation of
any of the American  Citicasters Assets or the conduct of the business of any of
the American  Citicasters  Stations.  American Regent Assumable Agreements shall
mean the American Assumable Agreements that relate to the ownership or operation
of any of the  American  Regent  Assets or the conduct of the business of any of
the American Regent Stations.

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

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

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

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

         American FCC Licenses  shall have the meaning given to it in the second
Whereas paragraph. American Citicasters FCC Licenses shall mean the American FCC
Licenses with respect to the ownership and operation of the American Citicasters
Assets and the conduct of the  business of the  American  Citicasters  Stations.
American  Regent FCC Licenses  shall mean the American FCC Licenses with respect
to the ownership and operation of the American  Regent Assets and the conduct of
the business of the American Regent Stations.




                                       A-2

<PAGE>



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

         American Governmental Authorizations shall have the meaning given to it
in Section 4.7(a). American Citicasters  Governmental  Authorizations shall mean
the  American  Governmental  Authorizations  with respect to the  ownership  and
operation  of any of the  American  Citicasters  Assets  and the  conduct of the
business  of  any  of  the  American  Citicasters   Stations.   American  Regent
Governmental  Authorizations shall mean the American Governmental Authorizations
with respect to the ownership and operation of any of the American Regent Assets
and the conduct of the business of any of the American Regent Stations.

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

         American  Intangible  Assets  shall  have  the  meaning  given to it in
Section  4.8.  American  Citicasters  Intangible  Assets shall mean the American
Intangible  Assets with  respect to the  ownership  and  operation of any of the
American  Citicasters  Assets  and the  conduct  of the  business  of any of the
American Citicasters Stations.  American Regent Intangible Assets shall mean the
American Intangible Assets with respect to the ownership and operation of any of
the  American  Regent  Assets  and the  conduct  of the  business  of any of the
American Regent Stations.

         American  Leases shall have the meaning given to it in Section  4.5(a).
American  Citicasters  Leases shall mean the American Leases with respect to the
ownership  and  operation  of any of the  American  Citicasters  Assets  and the
conduct of the business of any of the American  Citicasters  Stations.  American
Regent  Leases shall mean the American  Leases with respect to the ownership and
operation of any of the American  Regent  Assets and the conduct of the business
of any of the American Regent Stations.

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

         American  Material  Agreements  shall have the  meaning  given to it in
Section 4.12. American  Citicasters  Material Agreements shall mean the American
Material  Agreements  with respect to the  ownership and operation of any of the
American  Citicasters  Assets  and the  conduct  of the  business  of any of the
American  Citicasters  Stations.  American Regent Material Agreements shall mean
the American Material  Agreements with respect to the ownership and operation of
any of the American  Regent Assets and the conduct of the business of any of the
American Regent Stations.

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

         American  Other  Contracts   shall  mean  (a)  all  American   Material
Agreements set forth on Section 4.12 of the American  Disclosure  Schedule,  (b)
all Contracts of American for the sale of time on any American  Station for cash
entered into in the ordinary course of business  consistent with prior practice,
and (c)  Contracts  not  required to be listed on Section  4.12 of the  American
Disclosure  Schedule  that  have been  entered  into in the  ordinary  course of
business. American Citicasters Other



                                       A-3

<PAGE>



Contracts  shall mean the American Other Contracts with respect to the ownership
and operation of any of the American  Citicasters  Assets and the conduct of the
business of any of the  American  Citicasters  Stations.  American  Regent Other
Contracts  shall mean the American Other Contracts with respect to the ownership
and  operation  of any of the  American  Regent  Assets  and the  conduct of the
business of any of the American Regent Stations.

         American  Owned Real  Property  shall have the  meaning  given to it in
Section 4.5(a). American Citicasters Owned Real Property shall mean the American
Owned Real  Property  with respect to the  ownership and operation of any of the
American  Citicasters  Assets  and the  conduct  of the  business  of any of the
American  Citicasters  Stations.  American Regent Owned Real Property shall mean
the American  Owned Real Property with respect to the ownership and operation of
any of the American  Regent Assets and the conduct of the business of any of the
American Regent Stations.

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

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

         American Personal  Property shall mean all items of Personal  Property,
used or  held  for use in the  ownership  or  operation  or the  conduct  of the
business of any of the American Stations. American Citicasters Personal Property
shall mean the American  Personal  Property  with respect to the  ownership  and
operation  of any of the  American  Citicasters  Assets  and the  conduct of the
business of any of the American Citicasters  Stations.  American Regent Personal
Property shall mean the American Personal Property with respect to the ownership
and  operation  of any of the  American  Regent  Assets  and the  conduct of the
business of any of the American Regent Stations.

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

         American Private  Authorizations shall mean all Private  Authorizations
obtained or held for use in the  ownership  or  operation  or the conduct of the
business  of  any  of  the  American  Stations.   American  Citicasters  Private
Authorizations  shall mean the American Private  Authorizations  with respect to
the ownership and  operation of any of the American  Citicasters  Assets and the
conduct of the business of any of the American  Citicasters  Stations.  American
Regent Private  Authorizations  shall mean the American  Private  Authorizations
with respect to the ownership and operation of any of the American Regent Assets
and the conduct of the business of any of the American Regent Stations.

         American  Proration  Schedules  shall  mean  the  American  Citicasters
Proration  Schedule  and  the  American  Regent  Proration  Schedule.   American
Citicasters  Proration  Schedule  shall have the meaning  given to it in Section
2.3(f). American Regent Proration Schedule shall have the meaning given to it in
Section 2.3(g).

         American  Real  Property  shall have the meaning given to it in Section
4.5(a). American Citicasters Real Property shall mean the American Real Property
with respect to the ownership  and operation of any of the American  Citicasters
Assets and the conduct of the business of any of the



                                       A-4

<PAGE>



American  Citicasters  Stations.  American  Regent Real Property  shall mean the
American Real Property with respect to the ownership and operation of any of the
American  Regent  Assets and the conduct of the  business of any of the American
Regent Stations.

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

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

         American  Stations  shall  have the  meaning  given to it in the second
Whereas paragraph.  American  Citicasters  Stations and American Regent Stations
shall mean the respective  American Stations  designated as such in the American
Disclosure Schedule.

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

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

         American Tower  Adjustment  shall mean an amount equal to the aggregate
amount of fees, expenses and other costs incurred by American in the upgrade and
improvement  of its tower for  WXEG-FM  located  in Dayton,  Ohio  which  amount
American has advised Jacor is approximately  $260,000.  American will furnish to
Jacor such information as Jacor may reasonably  request in order to substantiate
the aggregate amount of such fees, expenses and other costs and the parties will
agree on the exact  amount  thereof  no later  than  five (5) days  prior to the
Closing Date.

         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 relates to
the  ownership or operation of any of the American  Assets or the conduct of the
business of any of the American Stations.  American Citicasters Trade Agreements
shall  mean all  American  Trade  Agreements  that  relate to the  ownership  or
operation  of any of the  American  Citicasters  Assets  or the  conduct  of the
business of any of the  American  Citicasters  Stations.  American  Regent Trade
Agreements shall mean all American Trade Agreements that relate to the ownership
or operation of any of the American Regent Assets or the conduct of the business
of any of the American Regent Stations.

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



                                       A-5

<PAGE>



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

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

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

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

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

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

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

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

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

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

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



                                       A-6

<PAGE>



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

         Cut-off Date shall mean (i) with respect to any Contract to be assigned
and the rights and obligations to be assumed  pursuant to any 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.

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

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

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

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

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

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




                                       A-7

<PAGE>



         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.

         Exchanges  shall  have the  meaning  given to it in the  third  Whereas
paragraph.  Citicasters Exchange shall have the meaning given to it in the third
Whereas  paragraph.  Regent  Exchange  shall have the meaning given to it in the
third Whereas paragraph.

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

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

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

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

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

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

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



                                       A-8

<PAGE>



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

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

         Hart-Scott-Rodino  Act  shall  mean  the  Hart-Scott-Rodino   Antitrust
Improvements Act of 1976, and the rules and regulations thereunder,  all as from
time to time in effect,  or any successor  law,  rules or  regulations,  and any
reference to any such statutory or regulatory  provision shall be deemed to be a
reference to any successor statutory or regulatory provision.

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

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

         Indebtedness for Money Borrowed shall mean, with respect to any Person,
money borrowed and Indebtedness represented by notes payable and drafts accepted
representing   extensions  of  credit,  all  obligations   evidenced  by  bonds,
debentures,  notes or other similar instruments, the maximum amount currently or
at any time thereafter  available to be drawn under all  outstanding  letters of
credit  issued  for the  account of such  Person,  all  Indebtedness  upon which
interest  charges are  customarily  paid by such  Person,  and all  Indebtedness
(including  capitalized lease obligations)  issued or assumed as full or partial
payment for property or services, whether or not any such notes,



                                       A-9

<PAGE>



drafts,  obligations or Indebtedness  represent Indebtedness for money borrowed,
but shall not include (a) trade payables,  (b) expenses  accrued in the ordinary
course of business,  or (c)  customer  advance  payments  and customer  deposits
received in the ordinary course of business.

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

         Intellectual  Property  shall mean any and all  research,  information,
inventions,  designs,  procedures,  developments,   discoveries,   improvements,
patents and applications therefor, trademarks and applications therefor, service
marks, trade names copyrights and applications  therefor,  logos, trade secrets,
drawing, plans, systems,  methods,  specifications,  computer software programs,
tapes, discs and related data processing  software (including without limitation
object and source  codes)  owned by such Person or in which it has an  ownership
interest  and all other  manufacturing,  engineering,  technical,  research  and
development data and know-how made, conceived, developed and/or acquired by such
Person,  which  relate  to the  manufacture,  production  or  processing  of any
products  developed  or sold by such  Person or which are within the scope of or
usable in connection  with such Person's  business as it may, from time to time,
hereafter be conducted or proposed to be conducted.

         Jacor and the Jacor  Parties  shall have the meaning given to it in the
Preamble.

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

         Jacor  Assets  shall  mean (a) all  assets  used or held for use in the
ownership or  operation of or the conduct of the business of the Jacor  Stations
by any Jacor  Party or any Entity  Affiliated  with any Jacor  Party,  including
without   limitation   the  Jacor   Personal   Property,   the   Jacor   Private
Authorizations,   the  Jacor  Governmental   Authorizations  (including  without
limitation the Jacor FCC Licenses),  the Jacor  Intangible  Assets and the Jacor
Assumable Agreements, and the logs, public files and other books, records, files
and  documents  that  relate  to the Jacor  Stations,  but  excluding  the Jacor
Excluded  Assets  and  (b)  an  amount  of  cash  equal  to the  American  Tower
Adjustment.  Citicasters Assets shall mean the Jacor Assets used or held for use
in the  ownership  or  operation of or the conduct of the business of any of the
Citicasters  Stations by Citicasters or any Entity  Affiliated with Citicasters.
Regent  Assets shall mean the Jacor Assets used or held for use in the ownership
or operation of or the conduct of the business of any of the Regent  Stations by
Regent or any Entity Affiliated with Regent.




                                      A-10

<PAGE>



         Jacor Assumable Agreements shall mean the Jacor Private Authorizations,
the Jacor Trade  Agreements,  the Jacor  Leases and the Jacor  Other  Contracts.
Citicasters  Assumable Agreements shall mean the Jacor Assumable Agreements that
relate to the  ownership or operation  of any of the  Citicasters  Assets or the
conduct of the business of any of the  Citicasters  Stations.  Regent  Assumable
Agreements  shall  mean  the  Jacor  Assumable  Agreements  that  relate  to the
ownership  or  operation  of any of the  Regent  Assets  or the  conduct  of the
business of any of the Regent Stations.

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

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

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

         Jacor Excluded  Assets shall mean (i) all cash and cash  equivalents of
any of the  Jacor  Parties,  (ii)  all  Jacor  Accounts  Receivable,  (iii)  the
corporate names of each of the Jacor Parties,  and its books,  records and other
documents   that   relate  to  its   corporate   existence,   organization   and
capitalization,  (iv) all books and  records  of any of the Jacor  Parties  that
relate to the Jacor Stations and which any Jacor 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,  (v) the Jacor
Employee  Plans,  (vi) all  insurance  policies that relate to the Jacor Assets,
(vii) assets  comprising the traffic and accounting  computer  systems),  (viii)
software  programs  and other  assets  used to  provide  certain  financial  and
accounting  services  for  any of the  Jacor  Stations,  and  (ix)  any  and all
products,  profits and proceeds of, and including without  limitation any Claims
with respect to, any of the foregoing.

         Jacor FCC  Licenses  shall mean the  Citicasters  FCC  Licenses and the
Regent FCC Licenses. Citicasters FCC Licenses shall have the meaning given to it
in the first Whereas paragraph.  Jacor FCC Licenses shall have the meaning given
to it in the first Whereas paragraph.

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

         Jacor Governmental Authorizations shall have the meaning given to it in
Section 3.7(a).  Citicasters  Governmental  Authorizations  shall mean the Jacor
Governmental  Authorizations  with respect to the ownership and operation of any
of the  Citicasters  Assets  and  the  conduct  of any  of the  business  of the
Citicasters  Stations.  Regent Governmental  Authorizations shall mean the Jacor
Governmental  Authorizations  with respect to the ownership and operation of any
of the  Regent  Assets  and the  conduct  of any of the  business  of the Regent
Stations.

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

         Jacor  Intangible  Assets shall have the meaning given to it in Section
3.8.  Citicasters  Intangible Assets shall mean the Jacor Intangible Assets with
respect to the ownership and operation of any of the Citicasters  Assets and the
conduct of the business of any of the Citicasters Stations.



                                      A-11

<PAGE>



Regent  Intangible Assets shall mean the Jacor Intangible Assets with respect to
the  ownership  and operation of any of the Regent Assets and the conduct of the
business of any of the Regent Stations.

         Jacor Kansas City Proration Schedule shall have the meaning given to it
in Section 2.3(f).

         Jacor  Leases  shall have the  meaning  given to it in Section  3.5(a).
Citicasters Leases shall mean the Jacor Leases with respect to the ownership and
operation  of any of the  Citicasters  Assets and the conduct of the business of
any of the Citicasters Stations.  Regent Leases shall mean the Jacor Leases with
respect to the  ownership  and  operation  of any of the  Regent  Assets and the
conduct of the business of any of the Regent Stations.

         Jacor Material Agreements shall have the meaning given to it in Section
3.12.  Citicasters  Material Agreements shall mean the Jacor Material Agreements
with respect to the ownership and operation of any of the Citicasters Assets and
the conduct of the business of any of the Citicasters Stations.  Regent Material
Agreements  shall  mean  the  Jacor  Material  Agreements  with  respect  to the
ownership  and  operation  of any of the Regent  Assets  and the  conduct of the
business of any of the Regent Stations.

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

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

         Jacor Owned Real Property shall have the meaning given to it in Section
3.5(a). Citicasters Owned Real Property shall mean the Jacor Owned Real Property
with respect to the ownership and operation of any of the Citicasters Assets and
the conduct of the  business of any of the  Citicasters  Stations.  Regent Owned
Real  Property  shall mean the Jacor  Owned Real  Property  with  respect to the
ownership  and  operation  of any of the Regent  Assets  and the  conduct of the
business of any of the Regent Stations.

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

         Jacor Personal Property shall mean all items of Personal Property, used
or held for use in the  ownership or operation or the conduct of the business of
any of the Jacor Stations.  Citicasters  Personal  Property shall mean the Jacor
Personal  Property  with respect to the  ownership  and  operation of any of the
Citicasters Assets and the conduct of the business of any of the Citicasters



                                      A-12

<PAGE>



Stations.  Regent Personal  Property shall mean the Jacor Personal Property with
respect to the  ownership  and  operation  of any of the  Regent  Assets and the
conduct of the business of any of the Regent Stations.

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

         Jacor  Private  Authorizations  shall mean all  Private  Authorizations
obtained or held for use in the  ownership  or  operation  or the conduct of the
business of the Citicasters Stations.  Citicasters Private  Authorizations shall
mean  the  Jacor  Private  Authorizations  with  respect  to the  ownership  and
operation  of any of the  Citicasters  Assets and the conduct of the business of
any of the Citicasters  Stations.  Regent Private  Authorizations shall mean the
Jacor Private  Authorizations with respect to the ownership and operation of any
of the  Regent  Assets  and the  conduct  of the  business  of any of the Regent
Stations.

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

         Jacor  Real  Property  shall  have the  meaning  given to it in Section
3.5(a).  Citicasters  Real  Property  shall  mean the Jacor Real  Property  with
respect to the ownership and operation of any of the Citicasters  Assets and the
conduct of the business of any of the Citicasters Stations. Regent Real Property
shall mean the Jacor Real  Property  with respect to the ownership and operation
of any of the Regent Assets and the conduct of the business of any of the Regent
Stations.

         Jacor  Stations shall have the meaning given to it in the first Whereas
paragraph.  Citicasters Stations shall have the meaning given to it in the first
Whereas  paragraph.  Regent  Stations  shall have the meaning given to it in the
first Whereas paragraph.

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

         Jacor  Stations  TBAs shall mean the  Citicasters  Stations TBA and the
Regent Stations TBA. Citicasters Stations TBA shall have the meaning given to it
in Section  5.2(d).  Regent  Stations TBA shall have the meaning  given to it in
Section 5.2(d).

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

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

         Jacor 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 Jacor Assets or the conduct of the business
of any of the Jacor Stations.  Citicasters Trade Agreements shall mean the Jacor
Trade  Agreements  that  relate  to the  ownership  or  operation  of any of the
Citicasters  Assets or the  conduct of the  business  of any of the  Citicasters
Stations.  Regent Trade  Agreements  shall mean the Jacor Trade  Agreements that
relate to the  ownership or operation of any of the Regent Assets or the conduct
of the business of any of the Regent Stations.




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<PAGE>



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

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

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

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

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

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

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



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<PAGE>



three  percent  (3%) of the  revenues  of the  American  Stations  or the  Jacor
Stations in any of the last three  fiscal years or is likely to account for more
than three  percent  (3%) of  revenues  of the  American  Stations  or the Jacor
Stations during the current fiscal year.

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

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

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

         Permitted  Title  Exceptions   shall  mean  American   Permitted  Title
Exceptions and/or Jacor Permitted Title Exceptions, as the context may indicate.

         Person shall mean any natural individual or any Entity.

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

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

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

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




                                      A-15

<PAGE>



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

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

         Regent Broadcasting shall have the meaning given to it in the Preamble.

         Regent Kansas City  Proration  Schedule shall have the meaning given to
it in Section 2.3(g).

         Regent Licensee shall have the meaning given to it in the Preamble.

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

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

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

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

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

         Stations shall mean, collectively,  the Jacor 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,



                                      A-16

<PAGE>


custom,  duty or other  tax,  or other  like  assessment  or  charge of any kind
whatsoever, together with any interest, levies, assessments, charges, penalties,
addition to tax or additional  amount imposed by any Taxing  Authority,  (b) any
joint or several  liability of such Person with any other Person for the payment
of any  amounts of the type  described  in (a),  and (c) any  liability  of such
Person for the payment of any amounts of the type  described  in (a) as a result
of any express or implied obligation to indemnify any other Person.

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

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

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

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

         TBAs shall mean the  American  Citicasters  Stations  TBA, the American
Regent Stations TBA, the  Citicasters  Stations TBA and the Regent Stations 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  Contract  that  relate to any of the
Stations  pursuant  to which  American or any Jacor Party is required to provide
air time in exchange for property or services other than cash.

         Transactions shall mean the Exchanges 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