<PAGE>
                                                                   Exhibit 10.14



                            ASSET PURCHASE AGREEMENT

                                 by and between

                            PRIDE COMMUNICATIONS, LLC
                                   (as Seller)

                                       and

                            NEXTMEDIA OPERATING, INC.
                                   (as Buyer)

                                   dated as of
                                  June 30, 2000
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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                       Page
                                                                                                       ----
<S>               <C>                                                                                   <C>
Article 1             PURCHASE OF ASSETS................................................................1

         1.1      Transfer of Assets....................................................................1

                  1.1.1    Licenses and Permits.........................................................1

                  1.1.2    Tangible Personal Property...................................................1

                  1.1.3    Contract Rights..............................................................2

                  1.1.4    Intellectual Property........................................................2

                  1.1.5    Books and Records............................................................2

                  1.1.6    Manufacturers' and Vendors' Warranties.......................................2

                  1.1.7    Owned Real Estate............................................................2

                  1.1.8    Leased Real Estate...........................................................3

                  1.1.9    Causes of Action.............................................................3

                  1.1.10   Radio Network Assets.........................................................3

                  1.1.11   Miscellaneous Assets.........................................................3

         1.2      Excluded Assets.......................................................................3

                  1.2.1    Cash.........................................................................3

                  1.2.2    Notes Receivable and Accounts Receivable.....................................3

                  1.2.3    Ordinary Course of Business Dispositions.....................................3

                  1.2.4    Contracts Terminated in the Ordinary Course of Business......................3

                  1.2.5    Corporate Documents..........................................................3

                  1.2.6    Certain Contracts of Insurance and Insurance Proceeds........................3

                  1.2.7    Employee Benefit Plans.......................................................4

                  1.2.8    Pre-Closing Tax Refunds......................................................4

                  1.2.9    Other Excluded Assets........................................................4

         1.3      Nonassignable Contracts...............................................................4

                  1.3.1    Nonassignability.............................................................4

                  1.3.2    Seller to Use Best Efforts...................................................4

                  1.3.3    If Waivers or Consents Cannot Be Obtained....................................4

Article 2             ASSUMPTION OF OBLIGATIONS.........................................................4

         2.1      Assumption of Obligations.............................................................4

         2.2      Retained Liabilities..................................................................5
</TABLE>

                                       i
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<TABLE>
<S>               <C>                                                                                  <C>
Article 3             CONSIDERATION.....................................................................6

         3.1      Delivery of Consideration.............................................................6

         3.2      Allocation of Consideration...........................................................7

         3.3      Allocations and Prorations............................................................7

Article 4             CLOSING...........................................................................8

         4.1      Closing...............................................................................8

Article 5             GOVERNMENTAL CONSENTS.............................................................8

         5.1      FCC Consent...........................................................................8

         5.2      FCC Applications......................................................................8

         5.3      HSR Approval..........................................................................9

Article 6             REPRESENTATIONS AND WARRANTIES OF SELLER..........................................9

         6.1      Representations and Warranties of Seller..............................................9

                  6.1.1    Organization, Good Standing, Etc.............................................9

                  6.1.2    Authority....................................................................9

                  6.1.3    Financial Statements........................................................10

                  6.1.4    Absence of Undisclosed Liabilities..........................................10

                  6.1.5    Compliance with Applicable Laws, FCC Matters................................10

                  6.1.6    Litigation..................................................................12

                  6.1.7    Insurance...................................................................12

                  6.1.8    Real Estate.................................................................12

                  6.1.9    Personal Property...........................................................13

                  6.1.10   Liens and Encumbrances......................................................13

                  6.1.11   Environmental Matters.......................................................14

                  6.1.12   Taxes.......................................................................15

                  6.1.13   Personnel...................................................................16

                  6.1.14   Certain Agreements..........................................................16

                  6.1.15   ERISA Compliance............................................................16

                  6.1.16   Labor.......................................................................17

                  6.1.17   Intellectual Property.......................................................17

                  6.1.18   Absence of Certain Changes or Events........................................17

                  6.1.19   Commission or Finder's Fees.................................................18

                  6.1.20   Seller's Financial Condition................................................18
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>               <C>                                                                                  <C>
                  6.1.21   Books and Records...........................................................18

                  6.1.22   Barter Arrangements.........................................................18

                  6.1.23   Interest in Competitors, Suppliers and Customers............................18

                  6.1.24   No Third Party Options......................................................19

                  6.1.25   Full Disclosure.............................................................19

Article 7             REPRESENTATIONS AND WARRANTIES OF BUYER..........................................19

         7.1      Representations and Warranties of Buyer..............................................19

                  7.1.1    Organization and Standing...................................................19

                  7.1.2    Authorization and Binding Obligation........................................19

                  7.1.3    Qualification...............................................................19

                  7.1.4    Absence of Conflicting Agreements or Required Consents......................20

                  7.1.5    Litigation..................................................................20

                  7.1.6    Commission or Finder's Fees.................................................20

                  7.1.7    Full Disclosure.............................................................21

Article 8             COVENANTS OF SELLER..............................................................21

         8.1      Seller Covenants.....................................................................21

                  8.1.1    Conduct Prior to the Closing Date...........................................21

                  8.1.2    Access......................................................................22

                  8.1.3    Satisfaction of Conditions; Closing.........................................23

                  8.1.4    Sale of Acquired Assets; Negotiations.......................................23

                  8.1.5    No Inconsistent Action......................................................24

                  8.1.6    Notification................................................................24

                  8.1.7    FCC Reports.................................................................24

                  8.1.8    Updating of Information.....................................................24

                  8.1.9    Response to Certain Actions.................................................24

                  8.1.10   Interim Financial Statements................................................24

                  8.1.11   Estoppel Certificates.......................................................24

                  8.1.12   Covenant Not to Compete.....................................................25

                  8.1.13   Consents and Approvals......................................................25

                  8.1.14   Financial Statements........................................................25

                  8.1.15   Updates to Schedules........................................................25
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>               <C>                                                                                  <C>
Article 9             COVENANTS OF BUYER...............................................................26

         9.1      Buyer Covenants......................................................................26

                  9.1.1    Notification................................................................26

                  9.1.2    No Inconsistent Action......................................................26

                  9.1.3    Post-Closing Access.........................................................26

                  9.1.4    Satisfaction of Conditions; Closing.........................................26

                  9.1.5    Response to Certain Actions.................................................26

                  9.1.6    Collection of Accounts Receivable...........................................26

Article 10            JOINT COVENANTS..................................................................27

         10.1     FCC Applications.....................................................................27

         10.2     Confidentiality......................................................................28

         10.3     Cooperation..........................................................................28

         10.4     Bulk Sales Laws......................................................................28

         10.5     Public Announcements.................................................................28

         10.6     Hart-Scott-Rodino....................................................................29

         10.7     Employee Matters; Non-Solicitation...................................................29

         10.8     Condition of Real Estate.............................................................29

         10.9     WARN Act Compliance..................................................................30

Article 11            CONDITIONS OF CLOSING BY BUYER...................................................30

         11.1     Representations and Warranties.......................................................30

         11.2     Compliance with Agreement............................................................31

         11.3     Closing Certificates.................................................................31

         11.4     Third Party Consents and Approvals...................................................31

         11.5     Governmental Consents................................................................31

         11.6     Seller Consents and Approvals........................................................31

         11.7     No Adverse Proceedings...............................................................31

         11.8     Closing Documents....................................................................31

         11.9     Release of Encumbrances..............................................................31

         11.10    Legal Opinions.......................................................................31

         11.11    Return of Earnest Money..............................................................32

         11.12    No Material Adverse Change...........................................................32

         11.13    1445 Certificate.....................................................................32
</TABLE>

                                       iv
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<TABLE>
<S>               <C>                                                                                  <C>
         11.14    Consulting Agreement.................................................................32

         11.15    Investment Side Letter...............................................................32

         11.16    Noncompetition Agreement.............................................................32

Article 12            CONDITIONS OF CLOSING BY SELLER..................................................32

         12.1     Representations and Warranties.......................................................32

         12.2     Compliance with Agreement............................................................33

         12.3     Closing Certificates.................................................................33

         12.4     Governmental Consents................................................................33

         12.5     No Adverse Proceedings...............................................................33

         12.6     Legal Opinion........................................................................33

         12.7     Closing Documents....................................................................33

Article 13            DOCUMENTS TO BE DELIVERED AT CLOSING.............................................33

         13.1     Documents to be Delivered by Seller..................................................33

                  13.1.1   Transfer Documents..........................................................33

                  13.1.2   Certified Resolutions.......................................................33

                  13.1.3   Officer's Certificate.......................................................33

                  13.1.4   Opinion.....................................................................34

                  13.1.5   Good Standing Certificates..................................................34

                  13.1.6   Evidence of Release of Encumbrances.........................................34

                  13.1.7   Other Documents.............................................................34

         13.2     Documents to be Delivered by Buyer...................................................34

                  13.2.1   Purchase Price..............................................................34

                  13.2.2   Assumption Agreement(s).....................................................34

                  13.2.3   Certified Resolutions.......................................................34

                  13.2.4   Officer's Certificate.......................................................34

                  13.2.5   Opinion.....................................................................34

                  13.2.6   Good Standing Certificates..................................................34

                  13.2.7   Other Documents.............................................................34

Article 14            SURVIVAL AND INDEMNIFICATION.....................................................35

         14.1     Survival of Representations, Warranties and Covenants................................35

         14.2     Limitations on Liability.............................................................35

         14.3     Indemnification......................................................................36
</TABLE>

                                      v
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<TABLE>
<S>               <C>                                                                                  <C>
         14.4     Defense of Claims....................................................................37

Article 15            TRANSFER TAXES; FEES AND EXPENSES................................................38

         15.1     Expenses.............................................................................38

         15.2     Transfer Taxes and Similar Charges...................................................38

         15.3     Governmental Filing or Grant Fees....................................................39

Article 16            SPECIFIC PERFORMANCE.............................................................39

         16.1     Specific Performance.................................................................39

Article 17            TERMINATION......................................................................39

         17.1     Termination Rights...................................................................39

         17.2     Procedures and Effect of Termination.................................................40

         17.3     Termination Fees.....................................................................40

Article 18            RISK OF LOSS.....................................................................41

         18.1     Risk of Loss.........................................................................41

Article 19            MISCELLANEOUS PROVISIONS.........................................................42

         19.1     Certain Interpretive Matters and Definitions.........................................42

         19.2     Further Assurances...................................................................43

         19.3     Assignment...........................................................................43

         19.4     Amendments...........................................................................43

         19.5     Headings.............................................................................43

         19.6     Governing Law........................................................................43

         19.7     Notices..............................................................................43

         19.8     Schedules............................................................................45

         19.9     Entire Agreement.....................................................................45

         19.10    Severability.........................................................................45

         19.11    Counterparts.........................................................................45

         19.12    No Third-Party Rights................................................................45
</TABLE>

                                       vi
<PAGE>

                                    Schedules
                                    ---------

Schedule 1.1.1         Stations Licenses
Schedule 1.1.2         Tangible Personal Property
Schedule 1.1.3         Contracts
Schedule 1.1.4         Intellectual Property
Schedule 1.1.7         Owned Real Estate
Schedule 1.1.8         Leased Real Estate
Schedule 1.2.9         Excluded Assets
Schedule 6.1.1         State Qualifications
Schedule 6.1.7         Insurance
Schedule 6.1.14        Certain Agreements
Schedule 6.1.15        ERISA Compliance and Employee Benefit Plans
Schedule 6.1.22        Barter Arrangements
Schedule 6.1.23        Interest in Competitors, Suppliers and Customers
Schedule 7.1.3         Qualification
Schedule 7.1.4         Conflicting Agreements and Required Consents

                                    Exhibits
                                    --------

Exhibit A-1            Form of Opinion of Franks, Gerkin & McKenna, P.C.
Exhibit A-2            Form of Opinion of Fletcher Heald & Hildreth, P.L.C.
Exhibit B              Form of Opinion of Weil, Gotshal & Manges LLP

                                       vii
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                                  Defined Terms
                                  -------------

Defined Terms                                                           Section
-------------                                                           -------

Affiliate..................................................................19.1
Agreement..............................................................Preamble
Allocation..................................................................3.2
Assumed Liabilities.........................................................2.1
BIA.........................................................................3.2
BIA Appraisal...............................................................3.2
bulk sales.................................................................10.4
business day..............................................................3.3.2
Buyer..................................................................Preamble
Buyer Notice...............................................................10.8
Closing.....................................................................4.1
Closing Date................................................................4.1
COBRA....................................................................2.2(g)
Code........................................................................3.2
Collection Period.........................................................9.1.6
Communications Act.....................................................6.1.5(a)
Contracts.................................................................1.1.3
Crystal Lake Owned Real Estate...........................................3.1(a)
Direct Claim............................................................14.4(d)
Earnest Money Escrow Agent...............................................17.3.2
Earnest Money Escrow Agreement...........................................17.3.2
Earnest Money Funds......................................................17.3.2
Earnest Money Letter of Credit...........................................17.3.2
Effective Time............................................................3.3.1
Employee Benefit Plans...................................................6.1.15
Environmental Costs and Liabilities...................................6.1.11(f)
Environmental Laws....................................................6.1.11(f)
ERISA....................................................................6.1.15
ERISA Group..............................................................6.1.15
Exchange Act.............................................................8.1.14
Excluded Assets.............................................................1.2
FAA....................................................................6.1.5(b)
FCC.......................................................................1.1.1
FCC Applications............................................................5.2
FCC Consents................................................................5.1
Final Order................................................................11.5
FMLA.....................................................................2.2(g)
Franksville Owned Real Estate............................................3.1(a)
FTC........................................................................10.6
GAAP......................................................................6.1.3

                                       viii
<PAGE>

Governmental Entity.......................................................6.1.2
Hazardous Substances..................................................6.1.11(d)
HSR Act...................................................................6.1.2
Indemnifiable Losses....................................................14.2(a)
Indemnifying Party......................................................14.2(a)
Indemnitee..............................................................14.2(a)
Indemnity Payment.......................................................14.2(a)
Independent Auditor.......................................................3.3.2
Intellectual Property.....................................................1.1.4
Joliet Owned Real Estate.................................................3.1(a)
Leased Real Estate........................................................1.1.8
Liens....................................................................6.1.10
limited use property..................................................6.1.12(f)
LLC.......................................................................11.15
Mortgaged Real Estate....................................................3.1(a)
multi employer plan......................................................6.1.15
Owned Real Estate.........................................................1.1.7
Permitted Liens..........................................................6.1.10
Pre-Closing Receivables...................................................9.1.6
Predecessor...........................................................6.1.11(a)
Purchase Price..............................................................3.1
Real Estate...............................................................1.1.8
Retained Liabilities........................................................2.2
Securities Act...........................................................8.1.14
Seller.................................................................Preamble
Seller's Financial Statements.............................................6.1.3
Seller's knowledge........................................................6.1.5
Specified Event.........................................................18.1(b)
Stations...............................................................Recitals
Stations Assets.............................................................1.1
Stations Licenses.........................................................1.1.1
Studies....................................................................10.8
Tax...................................................................6.1.12(g)
Tax Return............................................................6.1.12(g)
Taxes.................................................................6.1.12(g)
tax-exempt bond financed property.....................................6.1.12(f)
tax-exempt use........................................................6.1.12(f)
Third Party Claim..........................................................14.2
Trade Agreements.........................................................3.1(b)
Trade Imbalance..........................................................3.1(b)
Trade Liability..........................................................3.1(b)
Trade Receivables........................................................3.1(b)
Transfer Documents.......................................................13.1.1
WARN Act.................................................................2.2(g)

                                       ix
<PAGE>

                            ASSET PURCHASE AGREEMENT

          THIS ASSET PURCHASE AGREEMENT (this "Agreement"), made as of June 30,
                                               ---------
2000, is by and between Pride Communications, LLC, an Illinois limited liability
company ("Seller"), and NextMedia Operating, Inc., a Delaware corporation
          ------
("Buyer").
  -----

                                   WITNESSETH:

          WHEREAS, Seller owns certain assets which are used in connection with
the business and the operations of radio stations WZSR-FM, Woodstock, Illinois,
WAIT-AM, Crystal Lake, Illinois, WLIP-AM, Kenosha, Wisconsin, WIIL-FM, Kenosha,
Wisconsin, WEXT-FM, Sturtevant, Wisconsin, WJOL-AM, Joliet, Illinois, WLLI-FM,
Joliet, Illinois, WJTW-FM, Joliet, Illinois, and WBVS-FM, Coal City, Illinois
(collectively, the "Stations"); and
                    --------

          WHEREAS, Seller desires to sell the Stations to Buyer, and Buyer
desires to purchase substantially all of the assets of Seller used in connection
with the business and operations of the Stations, in accordance with the terms
and conditions set forth in this Agreement;

          NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements hereinafter set forth, the parties hereto,
intending to be legally bound, hereby agree as follows:

                                    ARTICLE 1

                               PURCHASE OF ASSETS
                               ------------------

     1.1 Transfer of Assets. On the terms and subject to the conditions
         ------------------
contained in this Agreement, on the Closing Date (as such term is defined in
Section 4.1), Seller shall assign, transfer, convey and deliver to Buyer and
-----------
Buyer shall acquire and assume from Seller, all of the right, title and interest
of Seller in and to all of the following assets, properties, interests and
rights of Seller (collectively, the "Stations Assets") free and clear of all
                                     ---------------
Liens (as defined in Section 6.1.10) other than the Permitted Liens (as defined
                     --------------
in Section 6.1.10):
   --------------

          1.1.1 Licenses and Permits. All of Seller's rights in and to the
                --------------------
licenses, permits and other authorizations issued to Seller by any Governmental
Entity (as defined in Section 6.1.2), including those issued by the Federal
                      -------------
Communications Commission (the "FCC") (hereinafter referred to as the "Stations
                                ---                                    --------
Licenses"), used in connection with the operation of the Stations, along with
--------
renewals or modifications of such items between the date hereof and the Closing
Date, including, but not limited to, those listed in Schedule 1.1.1 hereto;
                                                     --------------

          1.1.2 Tangible Personal Property. All equipment, office furniture and
                --------------------------
fixtures, office materials and supplies, inventory, spare parts and all other
tangible
<PAGE>

personal property of every kind and description, and Seller's rights therein,
owned, leased or held by Seller and used in connection with the business or
operations of the Stations, including, but not limited to, those items described
or listed in Schedule 1.1.2 hereto, together with any replacements thereof or
             --------------
improvements or additions thereto made between the date hereof and the Closing
Date, and less any retirements or dispositions thereof made between the date
hereof and the Closing Date in the ordinary course of Seller's business
consistent with past practices;

          1.1.3 Contract Rights. All of Seller's rights in and under those
                ---------------
contracts, agreements, leases and legally binding contractual rights relating to
the business or operations of the Stations as of the Closing Date which are
listed in Schedule 1.1.3 attached hereto ("Contracts"), subject to Sections 1.2,
          --------------                   ---------               ------------
2.2 and 8.1.1 hereto;
---     -----

          1.1.4 Intellectual Property. All of Seller's rights in and to all call
                ---------------------
letters, foreign and domestic letters patent, patents, patent licenses,
trademarks, trade names, service marks, franchises, copyrights, Internet domain
names, including registrations and applications for registration of any of them,
URL addresses, computer software programs and licenses, know-how licenses, all
programming material of whatever form or nature, jingles, slogans, the Stations'
logos and all other logos or licenses to use same, all trade secrets, technical
knowledge, know-how, confidential proprietary information and all other
intangible property rights of Seller, which are used or useful in connection
with the business or operations of the Stations, including, but not limited to,
those listed in Schedule 1.1.4 hereto (collectively, the "Intellectual
                --------------                            ------------
Property"), together with any associated goodwill and any additions thereto
--------
between the date hereof and the Closing Date;

          1.1.5 Books and Records. All of Seller's rights in and to all of the
                -----------------
files, documents, records, and books of account relating to the business or
operations of the Stations or to the Stations Assets, including, without
limitation, each Station's public files, programming information and studies,
technical information and engineering data, news and advertising studies or
consulting reports, marketing and demographic data, sales correspondence, lists
of advertisers, promotional materials, credit and sales reports and filings with
the FCC, originals of all written Contracts to be assigned hereunder, logs,
software programs and books and records relating to personnel, financial,
accounting, operational and technical matters;

          1.1.6 Manufacturers' and Vendors' Warranties. All of Seller's rights
                --------------------------------------
under manufacturers' and vendors' warranties relating to items included in the
Stations Assets and all similar rights against third parties relating to items
included in the Stations Assets;

          1.1.7 Owned Real Estate. All of the real property owned by Seller,
                -----------------
together with all appurtenant easements thereunto, and all structures, fixtures
and improvements located thereon, used in connection with the business or
operations of the Stations, as the same is more fully described in Schedule
                                                                   --------
1.1.7 hereto (including street addresses legal descriptions thereof), together
-----
with any additions thereto between the date hereof and the Closing Date ("Owned
                                                                          -----
Real Estate");
-----------

                                       2
<PAGE>

          1.1.8 Leased Real Estate. All rights and interests of Seller under any
                ------------------
and all of the real property leases entered into in connection with the business
or operations of the Stations (the "Leased Real Estate," and, together with the
                                    ------------------
Owned Real Estate, the "Real Estate") which Leased Real Estate is more fully
                        -----------
described in Schedule 1.1.8;
             --------------

          1.1.9 Causes of Action. All of Seller's rights in and to all causes of
                ----------------
action relating to the business or operations of the Stations, including,
without limitation, any causes of action for any past infringement on any of the
Intellectual Property;

          1.1.10 Radio Network Assets. All radio network assets owned by Seller;
                 --------------------
and

          1.1.11 Miscellaneous Assets. All such other assets, properties,
                 --------------------
interests and rights owned by Seller that are used in connection with the
business or operations of the Stations or that are located as of the Closing
Date on the Real Estate, except for any Excluded Assets (as such term is defined
in Section 1.2).
   -----------

     1.2 Excluded Assets. Notwithstanding anything to the contrary contained
         ---------------
herein, it is expressly understood and agreed that the Stations Assets shall not
include any of the following assets or any right, title or interest therein (the
"Excluded Assets"):
 ---------------

          1.2.1 Cash. All cash, checks, drafts, marketable securities and cash
                ----
equivalents of Seller on hand and/or in banks;

          1.2.2 Notes Receivable and Accounts Receivable. All notes receivable
                ----------------------------------------
and accounts receivable of Seller;

          1.2.3 Ordinary Course of Business Dispositions. All tangible and
                ----------------------------------------
intangible personal property of Seller disposed of or consumed in the ordinary
course of business of Seller consistent with past practices between the date
hereof and the Closing Date, as permitted hereunder;

          1.2.4 Contracts Terminated in the Ordinary Course of Business. All
                -------------------------------------------------------
Contracts that have terminated or have expired on or prior to the Closing Date
in the ordinary course of business of Seller;

          1.2.5 Corporate Documents. Seller's corporate seals, minute books,
                -------------------
charter documents, corporate stock record books and such other books and records
as pertain to the organization, existence or capitalization of Seller and
duplicate copies of such financial records as are necessary to enable Seller to
file its Tax Returns (as defined in Section 6.1.12(g)) and reports;
                                    -----------------

          1.2.6 Certain Contracts of Insurance and Insurance Proceeds. Contracts
                -----------------------------------------------------
of insurance, and all insurance proceeds arising out of or related to the
Stations Assets to the extent that such proceeds: (a) relate to expenditures
which were made by Seller prior to the Closing Date or (b) relate to
expenditures which Seller remains obligated to make after the Closing Date;

                                       3
<PAGE>

          1.2.7 Employee Benefit Plans. The Employee Benefit Plans (as defined
                ----------------------
in Section 6.1.15) and the assets related thereto;
   --------------

          1.2.8 Pre-Closing Tax Refunds. All Tax (as defined in Section
                -----------------------                         -------
6.1.12(g)) refunds relating to all periods prior to the Closing Date; and
---------

          1.2.9 Other Excluded Assets. Those specific assets identified as
                ---------------------
Excluded Assets on Schedule 1.2.9 attached hereto.
                   --------------

     1.3 Nonassignable Contracts.
         -----------------------

          1.3.1 Nonassignability. Without limiting or otherwise affecting the
                ----------------
rights of Buyer pursuant to Articles 11 or 14 of this Agreement, to the extent
                            -----------    --
that any Contract to be assigned pursuant to the terms of Section 1.1.3 is not
                                                          -------------
capable of being assigned without the consent, approval or waiver of a third
person or entity (including, without limitation, a Governmental Entity), or if
such assignment or attempted assignment would constitute a breach thereof or a
violation of any law or regulation, nothing in this Agreement will constitute an
assignment or require the assignment thereof except to the extent provided in
this Section 1.3.
     -----------

          1.3.2 Seller to Use Best Efforts. Notwithstanding anything contained
                --------------------------
in this Agreement to the contrary, Seller shall not be obligated to assign to
Buyer any of its rights or obligations in, to or under any of the Contracts
referred to in Section 1.3.1 without first having obtained all consents,
               -------------
approvals and waivers necessary for such assignment; provided, however, that
                                                     --------  -------
Seller shall use its best efforts to obtain all such consents, approvals and
waivers prior to and, if the Closing occurs, after the Closing Date (as defined
in Section 4.1). Buyer acknowledges and agrees that it shall cooperate with
   -----------
Seller in Seller's efforts to obtain all required consents, approvals and
waivers.

          1.3.3 If Waivers or Consents Cannot Be Obtained. To the extent that
                -----------------------------------------
the consents, approvals and waivers referred to in Section 1.3.1 cannot be
                                                   -------------
obtained by Seller either prior to or after the Closing, Seller shall use its
best efforts to: (a) provide to Buyer the financial and business benefits of any
Contract referred to in Section 1.3.1 and (b) enforce, at the request of Buyer,
                        -------------
for the account of Buyer, any rights of Seller arising from any such Contract
(including, without limitation, the right to elect to terminate such Contract in
accordance with the terms thereof upon the advice of Buyer).

                                    ARTICLE 2

                            ASSUMPTION OF OBLIGATIONS
                            -------------------------

     2.1 Assumption of Obligations. Subject to the provisions of this Section
         -------------------------                                    -------
2.1 and Section 2.2, on the Closing Date (as defined in Section 4.1), Buyer
---     -----------                                     -----------
shall assume the obligations of Seller arising or to be performed after the
Closing Date under the Contracts and the leases relating to the Leased Real
Estate in effect on the Closing Date and all other liabilities and obligations
that arise from the ownership or operation of the Stations Assets after the
Closing Date. All of the foregoing liabilities and obligations shall be referred
to herein collectively as the "Assumed Liabilities."
                               -------------------

                                       4
<PAGE>

     2.2 Retained Liabilities. Notwithstanding anything contained in this
         --------------------
Agreement to the contrary, Buyer does not assume or agree to pay, satisfy,
discharge or perform, and will not be deemed by virtue of the execution and
delivery of this Agreement or any document delivered at the execution of this
Agreement, or as a result of the consummation of the transactions contemplated
by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge
or perform, any liability or obligation of Seller other than the Assumed
Liabilities, including, without limitation, any of the following liabilities or
obligations of Seller (collectively, the "Retained Liabilities"):
                                          --------------------

               (a) all obligations or liabilities of Seller or any predecessor
or Affiliate (as defined in Section 19.1) of Seller which in any way relate to,
                            ------------
or arise out of, any of the Excluded Assets;

               (b) other than Taxes expressly allocated pursuant to other
provisions of this Agreement, any and all Tax liabilities of Seller;

               (c) all liabilities or obligations of Seller owed to Affiliates
of Seller;

               (d) except as may be otherwise provided herein, all liabilities
or obligations of Seller for borrowed money or for interest on such borrowed
money;

               (e) all liabilities or obligations arising out of any breach by
Seller or any predecessor or Affiliate of Seller of any of the terms or
conditions of any provision of any Contract;

               (f) all liabilities or obligations of Seller or any predecessor
or Affiliate of Seller resulting from, caused by or arising out of, any
violation of law;

               (g) all claims, liabilities, or obligations of Seller as an
employer, including, without limitation, liabilities for wages, supplemental
unemployment benefits, vacation benefits, severance benefits, retirement
benefits, Federal Consolidated Omnibus Budget Reconciliation Act of 1985
("COBRA") benefits, Federal Family and Medical Leave Act of 1993 ("FMLA")
  -----                                                            ----
benefits, Federal Workers Adjustment and Retraining Notification Act ("WARN
                                                                       ----
Act") obligations and liabilities, or any other employee benefits, withholding
---
Tax liabilities, workers' compensation, or unemployment compensation benefits or
premiums, hospitalization or medical claims, occupational disease or disability
claims, or other claims attributable in whole or in part to employment or
termination by Seller or arising out of any labor matter involving Seller as an
employer, and any claims, liabilities and obligations arising from or relating
to the Employee Benefit Plans;

               (h) all claims, liabilities, losses, damages, or expenses
relating to any litigation, proceeding, or investigation of any nature arising
out of the business or operations of the Stations on or prior to the Effective
Time including, without limitation, any claims against or any liabilities for
injury to, or death of, persons or damage to or destruction of property, any
workers' compensation claims, and any warranty claims;

                                       5
<PAGE>

               (i) except as may otherwise be provided herein, any accounts
payable, other indebtedness, obligations or accrued liabilities of Seller;

               (j) any claims, liabilities, losses, damages, expenses or
obligations resulting from the failure to comply with, or imposed pursuant to,
any Environmental Law (as defined in Section 6.1.11(f)) or resulting from the
                                     -----------------
use, presence, generation, storage, treatment, transportation, handling,
disposal, emission or release of Hazardous Substances (as hereinafter defined in
Section 6.1.11(d) hereof), solid wastes, and gaseous matters by Seller or by any
-----------------
other person related to, or affiliated with, Seller or the Stations to the
extent related to, arising from or otherwise attributable to acts or omissions
prior to, or conditions existing as of, the Effective Time, including, without
limitation, any liability or obligation for cleaning up waste disposal sites
from or related to acts or omissions on or prior to the Effective Time;

               (k) all fees and expenses incurred by Seller in connection with
negotiating, preparing, closing, and carrying out this Agreement and the
transactions contemplated by this Agreement, including, without limitation, the
fees and expenses of Seller's attorneys, accountants, consultants and brokers;
and

               (l) any contracts that Buyer is not specifically assuming.

                                    ARTICLE 3

                                  CONSIDERATION
                                  -------------

     3.1 Delivery of Consideration. (a) In exchange for the Stations Assets,
         -------------------------
Buyer shall, at the Closing (as defined in Section 4.1) deliver to Seller,
                                           -----------
except as provided below, the sum of Fifty-Six Million Two Hundred Thousand
Dollars ($56,200,000) (subject to adjustment as set forth in this Agreement, the
"Purchase Price") by wire transfer of immediately available funds to an account
 --------------
or accounts designated by Seller. In the event that the aggregate amount of the
mortgages, as of the Closing, on: (i) that certain piece of Owned Real Estate
located at 8800 Route 14, McHenry County, Crystal Lake, Illinois 60012, as
described in Schedule 1.1.7 (the "Crystal Lake Owned Real Estate"), (ii) that
             --------------       ------------------------------
certain piece of Owned Real Estate located at 601 Walnut Street, Will County,
Joliet, Illinois, as described in Schedule 1.1.7 (the "Joliet Owned Real Estate"
                                  --------------       ------------------------
and (iii) that certain piece of Owned Real Estate located at 8609 Industrial
Drive, Racine County, Franksville, Wisconsin, as described in Schedule 1.1.7
                                                              --------------
(the "Franksville Owned Real Estate" and, collectively with the Crystal Lake
      -----------------------------
Owned Real Estate and the Joliet Owned Real Estate, the "Mortgaged Real Estate")
                                                         ---------------------
is less than One Million Two Hundred Thousand Dollars ($1,200,000), the Purchase
Price shall be reduced by the amount equal to the difference between One Million
Two Hundred Thousand Dollars ($1,200,000) and the aggregate amount of such
mortgages.

               (b) To the extent that the value of the aggregate liability (the
"Trade Liability") of the Stations as of the Closing Date under the Trade
 ---------------
Agreements (as defined below) exceeds by $25,000 the aggregate value of the
goods and services to be received by the Stations or Buyer after the Closing
Date under the Trade Agreements (the

                                       6
<PAGE>

"Trade Receivables"), the Purchase Price shall be reduced by the amount over
 -----------------
$25,000 by which the Trade Liabilities exceed the Trade Receivables (the "Trade
                                                                          -----
Imbalance"). For the purposes of this Agreement, "Trade Agreements" shall mean
---------                                         ----------------
Contracts for consideration other than cash, such as merchandise, services or
promotional consideration.

     3.2 Allocation of Consideration. Within thirty (30) days after the
         ---------------------------
execution of this Agreement, Seller and Buyer shall negotiate in good faith an
allocation of the Purchase Price among the Stations Assets (the "Allocation").
                                                                 ----------
If the Allocation is not agreed upon within thirty (30) days after the execution
of this Agreement, Buyer will order an appraisal (the "BIA Appraisal") of the
                                                       -------------
Stations Assets from Broadcast Investments Analysts ("BIA"), and BIA will
                                                      ---
determine the Allocation. The BIA Appraisal, if required, shall be provided to
Seller within forty-five (45) days after it is ordered. The Allocation shall
comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the
"Code"), and Treasury Regulations promulgated thereunder. Subject to the
 ----
requirements of applicable Tax law, all Tax Returns and reports including,
without limitation, Form 8594, filed by Buyer and Seller shall be prepared
consistently with the Allocation and neither Buyer nor Seller shall take any
position contrary thereto. The cost of the BIA Appraisal, if required, shall be
borne equally between Buyer and Seller.

     3.3 Allocations and Prorations.
         --------------------------

          3.3.1 The business and the operations of the Stations and the income
and expenses attributable thereto through 12:01 a.m. on the Closing Date (the
"Effective Time") shall be for the account of Seller and thereafter shall be for
 --------------
the account of Buyer. Expenses for goods and services received both before and
after the Effective Time, utilities charges, ad valorem, real estate, property
and other Taxes (other than income Taxes, which shall be Seller's sole
responsibility for all taxable periods ending prior to and including the
Effective Time, and those Taxes arising from the sale and transfer of the
Stations Assets, which, in the case of transfer and other similar Taxes, shall
be paid as set forth in Section 15.2), income and expenses under the Contracts
                        ------------
(other than Trade Agreements), prepaid expenses, music and other license fees
(including any retroactive adjustments thereof), and rents and similar prepaid
and deferred items shall be prorated between Seller and Buyer in accordance with
the foregoing. Notwithstanding the foregoing, no proration shall be made with
respect to any prepaid expense or other deferred item unless Buyer will receive
a benefit in respect of such prepayment or deferral after the Effective Time.
For purposes of this Section 3.3.1, ad valorem and other real estate Taxes shall
                     -------------
be apportioned between the parties based on an amount equal, for the current
year, to one hundred five percent (105%) of the Taxes assessed in the most
recent Tax assessment. Notwithstanding anything in this Section 3.3.1 to the
                                                        -------------
contrary, no proration will be made hereunder with respect to any item accounted
for pursuant to Section 3.1(b).
                --------------

          3.3.2 Allocation and proration of the items set forth in Section 3.3.1
                                                                   -------------
shall be made by Buyer and a statement thereof shall be given to Seller within
thirty (30) days after the Closing Date. Seller shall give written notice of any
objection to such

                                       7
<PAGE>

statement within twenty (20) business days after receipt of such statement,
detailing the reason for such objection and stating the amount of Seller's
proposed final allocation and proration. If a timely objection is made and the
parties cannot reach agreement within thirty (30) days after receipt of the
objection as to the amount of the final allocation and proration, the matter
shall be referred to the Chicago office of Arthur Andersen LLP (the "Independent
                                                                     -----------
Auditor") to resolve the matter, whose decision will be final and binding on the
-------
parties, and whose fees and expenses shall be borne by Buyer and Seller in
accordance with the following: each party shall pay an amount equal to the sum
of all fees and expenses of the Independent Auditor on a proportional basis
taking into account the amount of the net allocation and proration proposed by
each of Buyer and Seller and the amount of the final allocation and proration
determined by the Independent Auditor (for example, if Buyer proposed a payment
of $10 to Seller, Seller proposed a payment of $100, and the Independent Auditor
proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's
fees and Seller would pay 70/90ths of those fees based on the $90 in dispute
between the parties). For the purposes of this Agreement, "business day" shall
                                                           ------------
mean any day other than a Saturday, a Sunday or a day on which banking
institutions in Chicago, Illinois are not required to be open.

                                    ARTICLE 4

                                     CLOSING
                                     -------

     4.1 Closing. The consummation of the transactions contemplated herein (the
         -------
"Closing") shall occur: (a) within ten (10) business days after the FCC Consents
 -------
(as defined in Section 5.1 hereto) to the assignments of the Stations Licenses
               -----------
have become Final Orders (as defined in Section 11.5 hereto) or (b) such other
                                        ------------
date to which the parties hereto shall agree in writing after each of the terms
and conditions set forth in Articles 11 and 12 has been fulfilled or waived in
                            -----------     --
writing by the party entitled to waive such term or condition (the "Closing
                                                                    -------
Date"). The Closing shall be held in the offices of Weil Gotshal & Manges LLP,
----
100 Crescent Court, Suite 1300, Dallas, Texas 75201, or at such other place as
the parties hereto may agree.

                                    ARTICLE 5

                              GOVERNMENTAL CONSENTS
                              ---------------------

     5.1 FCC Consent. It is specifically understood and agreed by Buyer and
         -----------
Seller that the Closing, the assignments of the Stations Licenses and the
transfer of the Stations Assets are expressly conditioned on, and are subject
to, the prior consent and approval of the FCC ("FCC Consents").
                                                ------------

     5.2 FCC Applications. Within ten (10) business days after the execution of
         ----------------
this Agreement, or such earlier time as shall be agreed to by all of the parties
hereto, Buyer and Seller shall file applications with the FCC for the FCC
Consents ("FCC Applications").
           ----------------

                                       8
<PAGE>

     5.3 HSR Approval. It is specifically understood and agreed by Buyer and
         ------------
Seller that the Closing, the assignments of the Stations Licenses and the
transfer of the Stations Assets are expressly conditioned on, and are subject
to, the prior consent and approval of the United States Department of Justice
and the FTC (as defined in Section 10.6) in accordance with the HSR Act (as
                           ------------
defined in Section 6.1.2).
           -------------

                                    ARTICLE 6

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------

     6.1 Representations and Warranties of Seller. Seller hereby makes the
         ----------------------------------------
following representations and warranties to Buyer, each of which is true and
correct as of the date hereof, and shall be true and correct as of the Closing
Date, and shall be unaffected by any investigation heretofore or hereafter made
by Buyer.

          6.1.1 Organization, Good Standing, Etc. (a) Seller is a limited
                --------------------------------
liability company validly existing and in good standing under the laws of the
State of Illinois, has all requisite limited liability company power and
authority to own, lease, operate or otherwise hold the Stations Assets owned,
leased or otherwise held by it and to carry on the operations of the Stations as
now being conducted and is duly qualified to do business in each jurisdiction in
which its operation of the Stations or its ownership or leasing of property
makes such qualification necessary. Such of the foregoing states are listed on
Schedule 6.1.1 hereto.
--------------

               (b) Seller has all requisite limited liability company power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by Seller and
the consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary limited liability company action on the part
of Seller. This Agreement has been duly executed and delivered by Seller and,
assuming the due execution and delivery of this Agreement by Buyer, constitutes
the legal, valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights in general and subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

          6.1.2 Authority. Assuming the consents identified by this Section
                ---------                                           -------
6.1.2 and Section 6.1.14 are obtained, neither the execution and delivery of
-----     --------------
this Agreement nor the consummation of the transactions contemplated hereby by
Seller shall: (i) violate, conflict with or result in any breach of any
provision of the certificate of formation or limited liability company agreement
of Seller, (ii) violate, conflict with or result in a violation or breach of, or
constitute a default (with or without due notice or lapse of time or both)
under, or permit the termination of, or result in the acceleration of, or
entitle any party to accelerate (whether as a result of the sale of the Stations
Assets or otherwise) any obligation, or result in the loss of any benefit, or
give rise to the creation of any Lien upon any of the properties or assets of
Seller or any of its subsidiaries under any of the

                                       9
<PAGE>

terms, conditions or provisions of any loan or credit agreement, note, bond,
mortgage, indenture or deed of trust, or any license, lease, agreement or other
instrument or obligation to which any of them are a party or by which they or
any of their properties or assets may be bound or affected, or (iii) violate any
order, writ, judgment, injunction, decree, statute, rule or regulation of any
court, administrative agency or commission or other governmental authority or
instrumentality (a "Governmental Entity") applicable to Seller or to any of its
                    -------------------
respective properties or assets. No consent, approval, order or authorization
of, or registration, declaration or filing with, any Governmental Entity is
required by or with respect to Seller in connection with the execution and
delivery of this Agreement by Seller or the consummation by Seller of the
transactions contemplated hereby, except for: (i) the filing of a premerger
notification report under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), and the expiration of the applicable waiting
                       -------
period thereunder, and (ii) the FCC Consents.

          6.1.3 Financial Statements. Seller has previously provided Buyer with
                --------------------
copies of the Stations' (a) audited balance sheets at December 31, 1998 and 1999
and the related statements of income and cash flow for the fiscal years then
ended, and (b) internally prepared balance sheets at March 31, 1999 and 2000,
and the related statement of income for the periods then ended (such financial
statements are collectively referred to herein as the "Seller's Financial
                                                       ------------------
Statements"). Seller's Financial Statements were prepared in accordance with
----------
generally accepted accounting principles applied on a consistent basis
throughout the periods covered thereby ("GAAP") and present fairly, in all
                                         ----
material respects, the financial position, results of operations and changes in
cash flows of the Stations as of such dates and for the periods then ended.

          6.1.4 Absence of Undisclosed Liabilities. There are no material
                ----------------------------------
liabilities of Seller of any kind whatsoever with respect to the Stations
(whether absolute, accrued, contingent or otherwise, and whether due or to
become due) that are required to be reflected on, or disclosed in the notes to,
a consolidated balance sheet of Seller prepared in accordance with GAAP, other
than liabilities and obligations (a) provided for or reserved against in
Seller's Financial Statements or (b) arising after March 31, 2000 in the
ordinary course of business and consistent with past practices.

          6.1.5 Compliance with Applicable Laws, FCC Matters. (a) Except as
                --------------------------------------------
permitted or contemplated hereby, to Seller's knowledge the business and the
operations of the Stations have been, and now are being, conducted in compliance
in all material respects with the Stations Licenses, each law, ordinance,
regulation, judgment, decree, injunction, rule or order of the FCC or any other
Governmental Entity binding on Seller, the Stations or their respective
properties or assets. No investigation or review by any Governmental Entity with
respect to Seller or the Stations is pending or, to Seller's knowledge,
threatened. For purposes of this Agreement, "Seller's knowledge" shall be deemed
                                             ------------------
to mean the actual knowledge of Seller after (a) due inquiry of all principals,
members, managers, general managers of the Stations, operational managers of the
Stations, sales managers of the Stations, engineers or similar employees or
agents, including counsel to Seller who are responsible for or who reasonably
could be expected to have substantial knowledge about the subject matter for
which knowledge is charged and (b) due examination of any documents,
correspondence or other items in the records

                                       10
<PAGE>

of Seller relating to the subject matter for which knowledge is charged. Without
limiting the generality of the foregoing, to Seller's knowledge, Seller has
complied in all material respects with the Communications Act of 1934, as
amended (the "Communications Act"), all rules, regulations and written policies
              ------------------
of the FCC thereunder, all obligations with respect to equal opportunity under
applicable law and the FCC's policy on exposure to radio frequency radiation
applicable to the Stations. No renewal of any Stations License would constitute
a major environmental action under the rules of the FCC. Access to the Stations'
transmission facilities is restricted in accordance with the policies of the
FCC. In addition, Seller has duly and timely filed, or has caused to be filed,
with the appropriate Governmental Entities all reports, statements, documents,
registrations, filings or submissions with respect to the business or the
operations of the Stations and the ownership thereof, including, without
limitation, applications for renewal of authority required to be filed by
applicable law. To Seller's knowledge, all such filings complied in all material
respects with applicable laws when made and, to the Seller's knowledge, no
deficiencies have been asserted with respect to any such filings. Seller has
duly and timely paid, or caused to be paid, to the appropriate Governmental
Entities, all fees associated with any such filings. Seller has duly and timely
paid, or caused to be paid, all annual regulatory fees to the appropriate
Governmental Entities as required by applicable law. All of the material
required by 47 C.F.R. Section 73.3526 to be kept in the public inspection files
of the Stations is in such files. Seller has no knowledge of any fact or
circumstance relating to Seller or the Stations arising from noncompliance with
the Communications Act, or the rules, regulations or written policies of the FCC
in effect on the date of this Agreement that could reasonably be expected to:
(i) disqualify Seller from assigning the Stations Licenses to Buyer or (ii)
prevent or delay the consummation by the parties of the transactions
contemplated by this Agreement. The ground system of the AM Station is
materially as specified in the current license or applicable construction permit
for the AM Station (including with respect to the number, length and burial
depth of radials).

               (b) Schedule 1.1.1 lists (A) all licenses, permits or other
                   --------------
authorizations issued to Seller by the FCC relating to the Stations and held by
Seller as of the date of this Agreement and (B) all licenses, permits or
authorizations issued to Seller by any other Governmental Entities which are
material to the business or operations of the Stations and held by Seller as of
the date of this Agreement. Such licenses, permits and authorizations, and all
applications for modification, extension or renewal thereof or for new licenses,
permits, permissions or authorizations that would be material to the business or
operations of the Stations are collectively referred to herein as the Stations
Licenses (as further defined in Section 1.1.1), each of which is in full force
                                -------------
and effect. All towers and other structures used in the operation of the
Stations or located on the Real Property are obstruction marked and lighted to
the extent required by, and in accordance with, the rules and regulations of the
Federal Aviation Administration (the "FAA"), the FCC and other federal, state
                                      ---
and local authorities. Appropriate notifications to the FAA and registrations
with the FCC have been filed for such towers where required. Except for
proceedings affecting the radio broadcast industry generally, there are no
proceedings pending or, to Seller's knowledge, threatened with respect to
Seller's ownership or operation of the Stations which reasonably may be expected
to result in the revocation, material adverse modification, non-renewal or
suspension of any of the Stations Licenses,

                                       11
<PAGE>

the denial of any pending applications for Stations Licenses, the issuance
against Seller of any cease and desist order, or the imposition of any
administrative actions by the FCC or any other Governmental Entity with respect
to the Stations Licenses, or which reasonably may be expected to adversely
affect the Stations' ability to operate as currently operated or Buyer's ability
to obtain assignment of the Stations Licenses. With the exception of such
temporary reduced power operations as are necessary for routine maintenance, the
Stations operate in conformity with the Stations Licenses and within the
operating power tolerances specified in 47 C.F.R. Section 73.1560(a)(1) and 47
C.F.R. Section 73.1560(b). To Seller's knowledge, no other broadcast Stations or
radio communications facility is causing interference to the Stations'
transmissions beyond that which is allowed by FCC rules and regulations. Seller
has all necessary authority to use the call signs set forth on Schedule 1.1.1.
                                                               ---------------

          6.1.6 Litigation. There are no actions, suits, inquiries, judicial or
                ----------
administrative proceedings, arbitrations or investigations pending or, to the
knowledge of Seller, threatened that relate to the business or operations of the
Stations or the Stations Assets. There are no material judgments, decrees,
injunctions, or orders of any Governmental Entity or arbitrator outstanding
against Seller or any of its respective properties or assets. There is no
action, suit, inquiry, judicial or administrative proceeding pending or, to the
knowledge of Seller, threatened against Seller by a third party relating to the
transactions contemplated by this Agreement.

          6.1.7 Insurance. Schedule 6.1.7 sets forth a list of all fire,
                ---------  --------------
liability and other forms of insurance and all fidelity bonds held by or
applicable to the Stations and sets forth with respect to each such policy the
policy name, policy number, carrier, term, type of coverage and annual premium,
each of which is in full force and effect on the date hereof. Each such policy
is valid and enforceable in accordance with its terms and is in an amount which
is consistent with Seller's past practice. No event has occurred, including,
without limitation, the failure by Seller to give any notice or information, or
the delivery of any inaccurate or erroneous notice or information, which limits
or impairs the rights of Seller under any such insurance policies. Seller shall
keep comparable policies of insurance in effect for acts, omissions and events
occurring on or prior to the Closing Date.

          6.1.8 Real Estate. (a) Seller has, and upon Closing, Buyer will have
                -----------
good, valid and marketable title to the Owned Real Estate and valid leasehold
interests in the Leased Real Estate, free and clear of any Liens, other than the
Permitted Liens. The buildings (or portions thereof), improvements and fixtures
that are included in the Real Estate are suitable for their intended use. Seller
owns, or has a valid right to use, adequate routes of vehicular and pedestrian
ingress and egress to, from and over all of the Real Estate necessary to operate
the Stations. The Real Estate has adequate water supply, sewage and waste
disposal facilities, is connected to and served by telephone, gas, electricity
and other utility equipment facilities and services necessary for the operation
or use of the Real Estate. To Seller's knowledge, no fact or condition exists
which would result in the termination or impairment of the furnishing of utility
services to the Real Estate. Schedule 1.1.7 lists the street address and/or
                             --------------
legal descriptions of the Owned Real Estate and Schedule 1.1.8 lists the street
                                                --------------
addresses and/or legal descriptions of the Leased

                                       12
<PAGE>

Real Estate. All real estate Taxes, assessments and use charges pertaining to
the Owned Real Estate that have become due have been paid in full.

               (b) To Seller's knowledge, the Real Estate, any improvements
thereon, and the use by Seller thereof conforms in all material respects to: (i)
all applicable laws, including, but not limited to, zoning requirements and the
Americans With Disabilities Act, and (ii) all restrictive covenants, if any.
There are no eminent domain proceedings pending, or, to Seller's knowledge,
threatened against the Real Estate. To Seller's knowledge, all material
improvements (i) have been constructed in a good and workmanlike manner, free,
in all material respects, from defects in workmanship and material and (ii) have
been constructed, occupied, maintained and operated in material compliance with
all applicable laws, insurance requirements, contracts, leases, permits,
licenses, ordinances, restrictions, building set-back lines, covenants,
reservations, and easements, and Seller has received no notice, written or oral,
claiming any material violation of any of the same or requesting or requiring
the performance of any material repairs, alterations or other work in order to
so comply. To Seller's knowledge, no improvement on any of the Real Estate
encroaches, in any material respect, upon any adjacent real property of any
other person or entity. The heating, air conditioning, plumbing, ventilating,
utility, sprinkler and other mechanical and electrical systems, apparatus and
appliances located on the Real Estate or in the improvements are in good
operating condition (normal wear and tear excepted), free from material defects
in workmanship and material.

          6.1.9 Personal Property. Schedule 1.1.2 contains a list of all
                -----------------  --------------
material tangible personal property and assets owned or held by Seller and used
in the conduct of the business and operations of the Stations. Except as
disclosed in Schedule 1.1.2, Seller owns and will have on the Closing Date, and
             --------------
upon Closing Buyer will own and will have, good and marketable title to all such
property and none of such property is, or at the Closing will be, subject to any
Liens. The tangible personal property and the fixtures owned or used by Seller
and necessary for the business or operations of the Stations, are, in all
material respects, in good operating condition (subject to normal wear and tear)
and are sufficient to permit the conduct of the business and operations of the
Stations in compliance with FCC rules and regulations. Seller owns or holds
under valid leases all of the tangible personal property and fixtures necessary
to conduct the business and operations of the Stations as presently conducted.
The Stations Assets to be transferred hereunder constitute all of the assets,
rights and properties that are required for the business and operations of the
Stations as they are now conducted.

          6.1.10 Liens and Encumbrances. All of the Stations Assets will be
                 ----------------------
conveyed to Buyer free and clear of all liens, pledges, claims, security
interests, restrictions, mortgages, tenancies and other possessory interests,
conditional sale or other title retention agreements, assessments, easements,
rights of way, covenants, restrictions, rights of first refusal, defects in
title, encroachments and other burdens, options or encumbrances of any kind
(collectively, "Liens"), other than the Permitted Liens. For purposes of this
                -----
Agreement, "Permitted Liens" shall mean (a) liens for taxes and other
            ---------------
governmental charges and assessments which are not yet due and payable, but for
which Seller shall continue to be liable and shall make payments as the same
shall become due

                                       13
<PAGE>

and payable, (b) liens of landlords and liens of carriers, warehousemen,
mechanics and materialmen and other like liens arising in the ordinary course of
business for sums not yet due and payable, but for which Seller shall continue
to be liable and shall make payments as the same shall become due and payable,
and (c) other liens or imperfections on property (including any easements of
record on any of the Real Estate) that, individually or in aggregate, are not
material in amount or do not materially detract from the value of, or materially
impair the existing use of, the property affected by such lien or imperfection).
The parties acknowledge and agree that, notwithstanding clause (a) above, any
real property Taxes which may become due and payable following the Closing Date
shall be the responsibility of Buyer in accordance with the proration agreement
contained in Section 3.3.1 of this Agreement.
             -------------

          6.1.11 Environmental Matters.
                 ---------------------

               (a) To Seller's knowledge, the Stations and any and all Real
Estate is, and to Seller's knowledge with respect to any predecessor or prior
owner, operator or lessee (each a "Predecessor") has been, in compliance, in all
                                   -----------
material respects, with all Environmental Laws (defined in Section 6.1.11(f));
                                                           -----------------

               (b) No judicial or administrative proceedings are pending or, to
the knowledge of Seller, threatened against Seller relating to any of the Real
Estate, alleging the violation of, or seeking to impose liability on Seller
pursuant to, any Environmental Law. Seller has not received any written notice,
claim or other written communication from any Governmental Entity or other
person alleging the violation of, or liability under, any Environmental Laws;

               (c) There are no facts, circumstances or conditions associated
with the Real Estate or the business or operations thereon known to Seller that
could reasonably be expected to give rise to a material environmental claim
against the Stations or the owner or operator thereof or result in the Stations
or the owners or operators thereof incurring material Environmental Costs and
Liabilities (as defined in subsection (f) below);

               (d) All substances, materials or waste that are regulated by
federal, state or local government under the Environmental Laws as hazardous,
toxic or pollutants or contaminants as well as any petroleum or petroleum
derived product (collectively, "Hazardous Substances"), used or generated by
                                --------------------
Seller or to Seller's knowledge, by any Predecessor in connection with the
ownership of Real Estate, have been stored, used, treated, and disposed of by
such persons or on their behalf in such manner as not to result in any material
Environmental Costs or Liabilities;

               (e) To Seller's knowledge, there are not now, nor to Seller's
knowledge have there been in the past, on, in or under any Real Estate owned,
leased or operated by Seller, any of the following: underground storage tanks,
above-ground storage tanks, dikes or impoundments containing Hazardous
Substances, asbestos containing materials, polychlorinated biphenyls or related
compounds (other than those labeled and maintained in accordance with applicable
Environmental Laws), in each case,

                                       14
<PAGE>

in amounts or concentrations regulated under the Environmental Laws or
radioactive substances in amounts or concentrations regulated under the
Environmental Laws; and

               (f) For purposes of this Agreement, the following terms shall
have the following meanings: "Environmental Laws" shall mean all applicable
                              ------------------
federal, state and local laws, statutes, codes, rules, regulations, common law
or other legal requirements relating to the environment, natural resources, and
public or employee health and safety and "Environmental Costs and Liabilities"
                                          -----------------------------------
shall mean any losses, including environmental remediation costs, liabilities,
obligations, damages, fines, penalties or judgments, arising from or under any
Environmental Law or order of or agreement with any Governmental Entity or other
person.

          6.1.12 Taxes. (a) All Tax Returns (as defined in subsection (g) below)
                 -----
that are required to be filed on or before the execution of this Agreement by
Seller have been duly filed on a timely basis under the statutes, rules or
regulations of each applicable jurisdiction and Seller will file or will cause
to be duly filed, all Tax Returns required to be filed by Seller as of the
Closing Date with respect to any taxable period prior to or which includes the
Closing Date. All such Tax Returns are (or will be) complete and accurate in all
material respects. All Taxes, whether or not reflected on the Tax Returns, which
are due with respect to Seller and any Affiliates of Seller have been timely
paid by Seller, and/or any such Affiliates, whether or not such Taxes are
disputed or are properly reserved for in the Seller's Financial Statements.

               (b) Except for assessments for general real estate Taxes not yet
due and payable, no claim for assessment or collection of Taxes has been
asserted against Seller or any Affiliates of Seller. Neither Seller nor its
Affiliates is a party to any pending audit, action, proceeding or investigation
by any Governmental Entity for the assessment or collection of Taxes nor do
Seller or any of its Affiliates have knowledge of any threatened audit, action,
proceeding or investigation.

               (c) Neither Seller nor its Affiliates has waived or extended any
statutes of limitation for the assessment or collection of Taxes. No claim has
ever been made by a Governmental Entity in a jurisdiction where Seller or any of
its Affiliates do not currently file Tax Returns that it is or may be subject to
taxation by that jurisdiction nor is Seller or any of its Affiliates aware that
any such assertion of jurisdiction is pending or threatened. No Liens have been
imposed upon, or asserted against, any of the Stations Assets as a result of, or
in connection with, any failure, or alleged failure, to pay any Tax.

               (d) Seller has withheld and has paid all Taxes required to be
withheld in connection with any amounts paid or owing to any employee, creditor,
independent contractor or other third party.

               (e) Seller is not a foreign person within the meaning of Section
1445 of the Code.

                                       15
<PAGE>

               (f) None of the Stations Assets is (i) "tax-exempt use" property
                                                       --------------
within the meaning of Section 168(h) of the Code, (ii) required to be treated as
owned by another person pursuant to the provisions of Section 168(f)(8) of the
Internal Revenue Code of 1954, as amended and in effect immediately prior to the
enactment of the Tax Reform Act of 1986, (iii) "tax exempt bond financed
                                                ------------------------
property" within the meaning of Section 168(g) of the Code or (iv) "limited use
--------                                                            -----------
property" (as that term is used in Rev. Proc. 76-30).
--------

               (g) For purposes of this Agreement, the terms "Tax" and "Taxes"
                                                              ---       -----
shall mean all federal, state, local, or foreign income, payroll, Medicare,
withholding, unemployment insurance, social security, sales, use, service,
service use, leasing, leasing use, excise, franchise, gross receipts, value
added, alternative or add-on minimum, estimated, occupation, real and personal
property, stamp, duty, transfer, workers' compensation, severance, windfall
profits, environmental (including Taxes under Section 59A of the Code), or other
tax, charge, fee, levy or assessment of the same or of a similar nature,
including any interest, penalty, or addition thereto whether disputed or not.
The term "Tax Return" means any return, declaration, report, claim for refund,
          ----------
or information return or statement relating to Taxes or any amendment thereto,
and including any schedule or attachment thereto.

          6.1.13 Personnel. Seller has previously provided to Buyer a complete
                 ---------
and correct list, as of the date of this Agreement, of the names, positions and
locations of all employees or other Stations and broadcast personnel (whether
employees or independent contractors) of the Stations, which sets forth the
current salaries of all such persons and the other compensation arrangements
with Seller. No person other than Wally Phillips is a party to any employment,
consulting or similar contract with Seller. Seller has no reason to believe that
any employee material to the business or to the operations of the Stations will
terminate his or her employment with the Stations as a result of the
consummation of the transactions contemplated by this Agreement or otherwise.

          6.1.14 Certain Agreements. The Contracts are the only contractual
                 ------------------
agreements necessary to carry out the business and operations of the Stations as
currently conducted. Each Contract (as identified on Schedule 1.1.3) is a valid
                                                     --------------
and binding obligation of Seller and is in full force and effect and, to the
knowledge of Seller, each other party to such Contract has performed in all
material respects the obligations required to be performed by it and is not
(with or without lapse of time or the giving of notice, or both) in material
breach or default thereunder. Schedule 1.1.3 identifies, as to each Contract,
                              --------------
whether the consent of the other party thereto is required in order for such
Contract to continue in full force and effect upon the consummation of the
transactions contemplated hereby.

          6.1.15 ERISA Compliance. Seller, nor any other trades or businesses
                 ----------------
under common control, or which are treated as a single employer with Seller
under Sections 414(b), (c), (m) or (o) of the Code (collectively, the "ERISA
                                                                       -----
Group") has not contributed to or been obligated to contribute to any "multi
-----                                                                  -----
employer plan" as such term is defined in Section 3(37) or Section 4001(a)(3) of
-------------
the Employee Retirement Income Security Act of 1974, as amended ("ERISA") except
                                                                  -----
as disclosed on Schedule 6.1.15.
                ---------------

                                       16
<PAGE>

Schedule 6.1.15 lists all "employee benefit plans" within the meaning of Section
---------------
3(3) of ERISA and bonus, pension, profit sharing, defined benefit, deferred
compensation, incentive compensation, stock ownership, stock purchase, stock
option, phantom stock, retirement, vacation, severance, disability, death
benefit, hospitalization, salary continuation, educational assistance, club
memberships, company car (other than those provided to employees pursuant to
employment agreements listed on Schedule 1.1.3 hereto), insurance or other
                                --------------
plans, arrangements or understandings providing benefits to any present or
former employee or contractor of the Stations maintained by Seller or as to
which Seller (with respect to such individuals) has any liability or obligation
(collectively, "Employee Benefit Plans").
                ----------------------

          6.1.16 Labor. Seller has not agreed to recognize any union or other
                 -----
collective bargaining unit, nor has any union or other collective bargaining
unit been certified as representing any of Seller's employees. For the past five
years, Seller: (a) is and has been in compliance, in all material respects, with
all applicable laws regarding employment and employment practices (including,
without limitation, ERISA), and those laws relating to terms and conditions of
employment, wages and hours, and plant closing, occupational safety and health
and workers' compensation and is not engaged, nor has it engaged, in any unfair
labor practices, (b) has no, and has not had any, unfair labor practice charges
or complaints pending or, to Seller's knowledge, threatened against it before
the National Labor Relations Board, (c) has no, and has not had any, grievances
pending or, to Seller's knowledge, threatened against it and (d) has no, and has
not had any, claims, charges or conflicts pending or, to Seller's knowledge,
threatened against it before the Equal Employment Opportunity Commission, any
state or local agency responsible for the prevention of unlawful employment
practices or the FCC. There is no labor strike, slowdown, work stoppage or
lockout actually pending or, to the knowledge of Seller, threatened against or
affecting the Stations. To Seller's knowledge, no union organizational effort or
representation petition is currently pending with respect to the employees of
Seller.

          6.1.17 Intellectual Property. Schedule 1.1.4 sets forth all
                 ---------------------  --------------
Intellectual Property used in the business and operations of the Stations
(whether owned, leased or licensed by Seller). Seller has, and upon the Closing
Buyer will have, good and marketable title to all Intellectual Property owned by
Seller, free and clear of any Liens. Seller has not received any notice of any
claimed conflict, violation or infringement of such Intellectual Property
rights, and to Seller's knowledge, none of such Intellectual Property rights are
being infringed by any third party. To Seller's knowledge, the operation of
Seller's business does not infringe on the intellectual property rights of any
other person.

          6.1.18 Absence of Certain Changes or Events. Except as contemplated or
                 ------------------------------------
expressly permitted by this Agreement, since March 31, 2000 there has not been:
(a) any material damage, destruction or loss of any kind with respect to the
Stations not covered by valid and collectible insurance, nor, to Seller's
knowledge, has there been any event or circumstance which has had, or reasonably
could be expected to have, a material adverse effect on the assets, business or
operations of the Stations; (b) the execution of any agreement with any person
providing for his/her employment, or any increase in

                                       17
<PAGE>

compensation or severance or termination of benefits payable or to become
payable by Seller to any officer, General Manager of any Station, or broadcast
personnel (whether an employee or independent contractor), or any increase in
benefits under any collective bargaining agreement, except in any case in the
ordinary course of business consistent with prior practice and except as
permitted by Section 8.1.1 or (c) any change by Seller in its financial or Tax
             -------------
accounting principles or methods, except insofar as required by GAAP or
applicable law.

          6.1.19 Commission or Finder's Fees. Except with respect to any fees
                 ---------------------------
payable by Seller to the Media Venture Partners, Inc., neither Seller nor any
entity acting on behalf of Seller has agreed to pay a commission, finder's fee
or similar payment to any person or entity in connection with this Agreement or
any matter related hereto. Seller acknowledges and agrees that it shall
indemnify and hold harmless Buyer from and against any claims or liabilities
that may be brought against Buyer with respect to the payment of any fees
described above.

          6.1.20 Seller's Financial Condition. No insolvency proceedings of any
                 ----------------------------
character, including, without limitation, bankruptcy, receivership,
reorganization, composition or arrangement with creditors, voluntary or
involuntary, affecting Seller or any of its respective assets or properties are
pending, or to Seller's knowledge, threatened, and Seller has made no assignment
for the benefit of creditors, nor taken any action with a view to, or which
would constitute a basis for, the institution of any such insolvency
proceedings. Seller shall use the proceeds received under this Agreement to pay
or to make appropriate provision for the payment of any and all creditors of
Seller prior to making any distribution to its members.

          6.1.21 Books and Records. The books, records and accounts of Seller
                 -----------------
maintained with respect to the Stations and the Stations Assets accurately and
fairly reflect, in reasonable detail and in all material respects, the
transactions and the assets and liabilities of Seller. Seller has not engaged in
any transaction, maintained any bank account or used any of the funds of Seller
except for transactions, bank accounts and funds which have been and are
reflected, in all material respects, in the normally maintained books and
records of the Stations.

          6.1.22 Barter Arrangements. Schedule 6.1.22 accurately describes all
                 -------------------  ---------------
barter, trade or similar arrangements for the sale of advertising for other than
cash and all Trade Agreements relating to the business or operations of the
Stations which are outstanding as of the date hereof. With respect to the
Stations, all such advertising time sold under barter, trade or similar
arrangements for other than cash or under Trade Agreements may be preempted by
advertising time that is sold for cash. All such barter, trade or similar
arrangements for the sale of advertising time for other than cash and all Trade
Agreements have been entered into in the ordinary course of business consistent
with past practices.

          6.1.23 Interest in Competitors, Suppliers and Customers. Except as set
                 ------------------------------------------------
forth on Schedule 6.1.23 hereto, neither Seller nor any officer, director or
         ---------------
Affiliate of

                                       18
<PAGE>

Seller has any ownership interest in any competitor, supplier, customer or other
service provider of Seller or any property used in the operation of the
businesses of Seller.

          6.1.24 No Third Party Options. There are no existing agreements with,
                 ----------------------
options or rights of, or commitments to any person other than to Buyer to
acquire any of the Stations Assets or any interest therein.

          6.1.25 Full Disclosure. No representation or warranty by Seller
                 ---------------
contained in this Agreement (including the Schedules hereto), or in any
certificate furnished pursuant to this Agreement, contains or will contain any
untrue statement of a material fact, or omits or will omit to state any material
fact necessary, in light of the circumstances under which it was or will be
made, in order to make the statements herein or therein made not misleading.

                                    ARTICLE 7

                     REPRESENTATIONS AND WARRANTIES OF BUYER
                     ---------------------------------------

     7.1 Representations and Warranties of Buyer. Buyer hereby makes the
         ---------------------------------------
following representations and warranties to Seller, each of which is true and
correct as of the date hereof, and shall be true and correct as of the Closing
Date, and shall be unaffected by any investigation heretofore or hereafter made
by Seller:

          7.1.1 Organization and Standing. Buyer is a corporation validly
                -------------------------
existing and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now being conducted.

          7.1.2 Authorization and Binding Obligation. Buyer has all requisite
                ------------------------------------
corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. Buyer's execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly and validly authorized by all necessary corporate action on the part of
Buyer. This Agreement has been duly executed and delivered by Buyer and,
assuming the due execution and delivery of this Agreement by Seller, constitutes
the legal, valid and binding obligation of Buyer, enforceable against it in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights in general and subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

          7.1.3 Qualification. Except as set forth on Schedule 7.1.3, to Buyer's
                -------------                         --------------
knowledge, there is no fact, allegation, condition, or circumstance that could
reasonably be expected to prevent the prompt grant of the FCC Consents. Except
as set forth on Schedule 7.1.3, Buyer knows of no fact that would, under the
                --------------
Communications Act, or the rules, regulations and policies of the FCC,
disqualify Buyer from becoming the licensee of the Stations. There are no
proceedings, complaints, notices of forfeiture,

                                       19
<PAGE>

claims, or investigations pending or, to the knowledge of Buyer, threatened
against any, or in respect of any, of the broadcast Stations licensed to Buyer
or its Affiliates that would materially impair the qualifications of Buyer to
become a licensee of the Stations or delay the FCC's processing of the FCC
Applications.

          7.1.4 Absence of Conflicting Agreements or Required Consents. Except
                ------------------------------------------------------
as set forth in Schedule 7.1.4 hereof, the execution and delivery of this
                --------------
Agreement, and the consummation of the transactions contemplated hereby by Buyer
shall: (a) not violate, conflict with or result in any breach of any provision
of the articles of incorporation or bylaws of Buyer; (b) violate, conflict with
or result in a violation or breach of, or constitute a default (with or without
due notice or lapse of time or both) under, or permit the termination of, or
result in the acceleration of, or entitle any party to accelerate (whether as a
result of the sale of the Stations Assets or otherwise) any obligation, or
result in the loss of any benefit, or give rise to the creation of any Lien upon
any of the properties or assets of Buyer or any its subsidiaries under any of
the terms, conditions or provisions of any loan or credit agreement, note, bond,
mortgage, indenture or deed of trust, or any license, lease, agreement or other
instrument or obligation to which any of them are a party or by which they or
any of their properties or assets may be bound or affected, or (c) violate any
order, writ, judgment, injunction, decree, statute, rule or regulation of any
Governmental Entity applicable to Buyer or any of its respective properties or
assets, except for those violations that individually or in the aggregate could
not reasonably be expected to have a material adverse effect on Buyer's ability
to consummate the transactions contemplated by this Agreement.

          7.1.5 Litigation. There are no actions, suits, inquiries, judicial or
                ----------
administrative proceedings, or arbitrations pending or, to the knowledge of
Buyer, threatened against Buyer or any of its respective properties or assets by
or before any arbitrator or Governmental Entity, nor are there any
investigations relating to Buyer or any of its respective properties or assets
pending or, to the knowledge of Buyer, threatened by or before any arbitrator or
Governmental Entity, that has had or that reasonably could be expected to have a
material adverse effect on Buyer's ability to consummate the transactions
contemplated by this Agreement. There are no material judgments, decrees,
injunctions, or orders of any Governmental Entity or arbitrator outstanding
against Buyer or any of its respective properties or assets that has had or that
reasonably could be expected to have a material adverse effect on Buyer's
ability to consummate the transactions contemplated by this Agreement. There is
no action, suit, inquiry, judicial or administrative proceeding pending or, to
the knowledge of Buyer, threatened against Buyer by a third party relating to
the transactions contemplated by this Agreement.

          7.1.6 Commission or Finder's Fees. Neither Buyer, nor any entity
                ---------------------------
acting on behalf of Buyer, has agreed to pay a commission, finder's fee or
similar payment to any person or entity in connection with this Agreement or any
matter related hereto. Buyer acknowledges and agrees that it shall indemnify and
hold harmless Seller from and against any claims or liabilities that may be
brought against Seller with respect to the payment of any fees described above.

                                       20
<PAGE>

          7.1.7 Full Disclosure. No representation or warranty by Buyer
                ---------------
contained in this Agreement (including the Schedules hereto) or in any
certificate furnished pursuant to this Agreement contains or will contain any
untrue statement of a material fact, or omits or will omit to state any material
fact necessary, in light of the circumstances under which it was or will be
made, in order to make the statements herein or therein made not misleading.

                                    ARTICLE 8

                               COVENANTS OF SELLER
                               -------------------

     8.1 Seller Covenants. Seller covenants and agrees with Buyer that, pending
         ----------------
the Closing and except as otherwise agreed to in writing by Buyer:

          8.1.1 Conduct Prior to the Closing Date. Seller, from and after the
                ---------------------------------
date hereof through the Closing Date, shall:

               (a) use its commercially reasonable efforts to: maintain its
present business organization, keep available the services of its present
employees and independent contractors, preserve its relationships with its
customers and others having business relationships with it and refrain from
materially and adversely changing any of its business policies;

               (b) maintain its books of account and records in the usual and
ordinary manner and in accordance with GAAP, except as otherwise provided
herein;

               (c) notify Buyer if the regular broadcast transmission of the
Stations from its main transmitting facilities at full authorized effective
radiated power is interrupted for a period of more than two consecutive hours or
for an aggregate of five or more hours in any continuous three-day period;

               (d) operate in the usual and ordinary course of business in
accordance with past practices and conduct its business in all respects in
material compliance with the terms of the Stations Licenses and all applicable
laws, rules, and regulations, including, without limitation, the applicable
rules and regulations of the FCC;

               (e) use, repair, and, if necessary, replace the Stations' studio
and transmission assets in a reasonable manner consistent with historical
practice and maintain its assets in substantially their current condition,
ordinary wear and tear excepted;

               (f) maintain insurance in conformity with Section 6.1.7;
                                                         -------------

               (g) not incur any debts, obligations or liabilities (absolute,
accrued, contingent, or otherwise) that include obligations (monetary or
otherwise) to be performed by Buyer after the Closing that exceeds $10,000
individually or $25,000 in the aggregate;

                                       21
<PAGE>

               (h) not lease, mortgage, pledge, or subject to a Lien any of the
Stations Assets or sell or transfer any of the Stations Assets without replacing
such Stations Assets with an asset of substantially the same value and utility;
provided, however, that Seller may subject the Joliet Owned Real Estate to a
Lien prior to Closing in connection with its refinancing of a construction loan
to erect a facility thereon, as long as such Lien has been released prior to
Closing;

               (i) not: (i) modify, renew or extend any Contracts or (ii) enter
into any new contract, which requires payments after the Closing in excess of
$10,000 individually or $25,000 in the aggregate;

               (j) not make or grant any general wage or salary increase or
materially modify the employees' terms and conditions of employment, other than
in the ordinary course of business, consistent with past practices, and, with
respect to any General Manager of any Station or any broadcast personnel, Seller
shall not make or grant any wage or salary increase or modify any terms and
conditions of employment without the prior written consent of Buyer, other than
wage or salary increases made in the ordinary course of business, consistent
with past practices;

               (k) not make (i) any change in the accounting principles,
methods, or practices followed by Seller or depreciation or amortization
policies or rates, or (ii) change any Tax election or settle any Tax audit or
controversy relating to the Stations Assets;

               (l) not make any loans or make any dividends or distributions
other than with any Excluded Assets;

               (m) other than in the ordinary course of business, not cancel or
compromise any debt or claim, or waive or release any right, of material value
that will be assumed by or assigned to Buyer at Closing;

               (n) not disclose to any person (other than Buyer and its
representatives) any confidential or proprietary information, except as may
otherwise be required by law;

               (o) use its commercially reasonable efforts to maintain the
present format of the Stations and with programming consistent with past
practices;

               (p) other than in the ordinary course of business, not increase
the number of regularly scheduled commercial units run during the day-parts on
the Stations (other than changes in the number of commercial units run during
any day-part as a result of operating difficulties that require commercial units
to be broadcast at times other than as scheduled); and

               (q) agree to do any of the foregoing.

          8.1.2 Access. Seller shall, or shall cause the Stations, to: (a) give
                ------
Buyer and Buyer's counsel, accountants, engineers and other representatives,
including

                                       22
<PAGE>

environmental consultants, reasonable access during normal business hours to all
of the Stations' employees and the Stations Assets, in order that Buyer may have
full opportunity to make, at Buyer's sole cost and expense, such review,
examination and investigation, including, but not limited to, environmental
assessments, as it desires of the affairs of the Stations and (b) furnish Buyer
with information and copies of all documents and agreements including, but not
limited to, financial and operating data and other information concerning the
financial condition, results of operations and business of the Stations that
Buyer may reasonably request. The rights of Buyer under this Section 8.1.2 shall
                                                             -------------
not be exercised in such a manner as to interfere unreasonably with the business
or operations of the Stations and, with respect to any inspections made by
Buyer, Buyer hereby acknowledges and agrees that it shall indemnify and hold
Seller harmless with respect to any material damage done to Seller's property in
the course of such inspections.

          8.1.3 Satisfaction of Conditions; Closing. Seller shall use its best
                -----------------------------------
efforts to conduct the business of the Stations in such a manner that on the
Closing Date the representations and warranties of Seller contained in this
Agreement shall be true in all material respects as though such representations
and warranties were made on and as of such date. Furthermore, Seller shall
cooperate with Buyer and use its commercially reasonable efforts to satisfy
promptly all conditions required hereby to be satisfied by Seller in order to
consummate the transactions contemplated hereby.

          8.1.4 Sale of Acquired Assets; Negotiations. Seller shall not, and
                -------------------------------------
Seller shall cause its respective Affiliates, directors, officers, employees,
agents, representatives, legal counsel, and financial advisors not to: (a)
solicit, initiate, accept, consider, entertain or encourage the submission of
proposals or offers from any person or entity with respect to the acquisition
contemplated by this Agreement or any similar transaction wherein such person or
entity would directly or indirectly acquire all or any portion of the Stations
Assets or ownership interests in Seller, or any merger, consolidation, or
business combination, directly or indirectly, with or for Seller or all or
substantially all of the Seller's business, or (b) participate in any
negotiations regarding, or, except as required by legal process (including
pursuant to discovery or agreements existing on the date hereof), furnish to any
person or entity (other than Buyer) to do or seek any of the foregoing. Seller
shall not enter into any agreement or consummate any transactions that would
interfere with the consummation of the transactions contemplated by this
Agreement. Seller shall promptly notify Buyer in writing if it receives any
written inquiry, proposal or offer described in this Section 8.1.4 or any verbal
                                                     -------------
inquiry, proposal or offer described in this Section 8.1.4 that is competitive
                                             -------------
with the terms of the transactions contemplated by this Agreement and Seller
shall inform such inquiring person or entity of the existence of this Agreement
and make such inquiring person or entity aware of Seller's obligations under
this Section 8.1.4. The notification under this Section 8.1.4 shall include the
     -------------                              -------------
identity of the person or entity making such inquiry, offer, or other proposal,
the terms thereof, and any other information with respect thereto as Buyer may
reasonably request. Seller shall not provide any confidential information
concerning its business or the Stations Assets to any third party other than in
the ordinary course of the business and consistent with prior practice. Seller
has ceased and caused to

                                       23
<PAGE>

be terminated any existing activities, discussions or negotiations with any
person or entity conducted heretofore with respect to any of the foregoing.

          8.1.5 No Inconsistent Action. Seller shall not take any action which
                ----------------------
is inconsistent with its obligations under this Agreement.

          8.1.6 Notification. Seller shall promptly notify Buyer in writing of:
                ------------
(a) the failure of Seller or, to Seller's knowledge, any employee or agent of
Seller to comply with or satisfy in any material respect any covenant, condition
or agreement to be complied with hereunder; (b) the occurrence of any event that
would entitle Buyer to terminate this Agreement pursuant to Section 17.1 hereof;
                                                            ------------
or (c) any overt threat of resignation or actual resignation or termination of
any employee of the Stations prior to the Closing Date.

          8.1.7 FCC Reports. Seller shall file on a current basis until the
                -----------
Closing Date all reports and documents required to be filed with the FCC with
respect to the Stations Licenses. Copies of each such report and document filed
between the date hereof and the Closing Date shall be furnished to Buyer
promptly after its filing.

          8.1.8 Updating of Information. Between the date of this Agreement and
                -----------------------
the Closing Date, Seller will deliver to Buyer: (i) on a monthly basis, within
15 days after the end of each month, information relating to the operation of
the Stations, including, without limitation, a set of current financial
statements in a form consistent with forms prepared by Seller in accordance with
its past practice, (ii) on a weekly basis, on the Monday after the end of each
week, weekly pacing reports in a form consistent with forms prepared by Seller
in accordance with its past practice, and (iii) such other financial information
that may be reasonably requested by Buyer.

          8.1.9 Response to Certain Actions. Seller agrees to cooperate and use
                ---------------------------
its best efforts to contest and to resist any action, including administrative
or judicial action, and to make reasonable attempts to have vacated, lifted,
reversed or overturned any decree, judgment, injunction or other order, whether
temporary, preliminary or permanent, that is in effect and that restricts,
prevents or prohibits the consummation of the transactions contemplated by this
Agreement.

          8.1.10 Interim Financial Statements. Seller shall promptly deliver to
                 ----------------------------
Buyer copies of any monthly, quarterly or annual financial statements relating
to the Stations' operations that may be prepared by it during the period from
the date hereof through the Closing Date. Such financial statements shall fairly
present, in all material respects, the financial position and results of
operations of the Stations as at the dates and for the periods indicated, and
shall be prepared on a basis consistent and in accordance with the basis upon
which the financial statements referenced in Section 6.1.3 were prepared.
                                             -------------

          8.1.11 Estoppel Certificates. If requested by Buyer promptly following
                 ---------------------
the date of this Agreement, Seller shall use its commercially reasonable best
efforts to obtain from third parties the estoppel certificates, nondisturbance
agreements, and/or

                                       24
<PAGE>

written clarifications of the rights of Buyer thereunder, all in form and
substance reasonably satisfactory to Buyer.

          8.1.12 Covenant Not to Compete. Seller agrees that for a period of
                 -----------------------
three years after the Closing Date, neither it, nor any of its Affiliates, will,
directly or indirectly, own, manage, operate, control or participate in the
ownership, management, operation or control of any business, whether in
corporate, proprietorship or partnership form or otherwise, which is engaged in
the operation of any radio station whose principal community contours overlap
the principal community contours of any of the Stations; provided, however, that
                                                         --------  -------
Seller may beneficially own up to 5% of any issued and outstanding class of
securities that have been registered under the Exchange Act (as defined in
Section 8.1.14).
--------------

          8.1.13 Consents and Approvals. Seller shall use its best efforts to
                 ----------------------
obtain all necessary consents and approvals of its members or its managers
authorizing the execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby.

          8.1.14 Financial Statements. At all times after the date hereof,
                 --------------------
Seller shall, and shall cause all of Seller's representatives (including their
independent public accountants) to, cooperate in all reasonable respects with
the efforts of Buyer and Buyer's independent auditors to prepare such audited
and interim unaudited financial statements of the Stations as Buyer may
reasonably determine are necessary in connection with any filing required to be
made by it or any of its Affiliates under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the
                 ------------
"Securities Act"). Seller shall execute and deliver to Buyer's independent
 --------------
accountants such customary management representation letters as they may require
as a condition to their ability to sign an unqualified report upon the audited
financial statements of the Stations for the periods for which such financial
statements are required under the Exchange Act or the Securities Act. Seller
shall use its best efforts to cause its independent public accountants to make
available to Buyer and its representatives all of their work papers related to
the financial statements or Tax Returns of Seller (to the extent they relate to
the Stations) and to provide Buyer's independent public accountants with full
access to those personnel who previously have been involved in the audit or
review of Seller's financial statements or Tax Returns, subject to any
limitations imposed by Seller's independent accountants. Any reasonable
out-of-pocket costs incurred by Seller in connection with Seller's obligations
under this Section 8.1.14. shall be reimbursed by Buyer within a reasonable time
           --------------
after Buyer's receipt of reasonably detailed information regarding such costs.

          8.1.15 Updates to Schedules. Notwithstanding anything to the contrary
                 --------------------
contained herein, each of Seller and Buyer acknowledges and agrees that from and
after the execution of this Agreement until the Closing Date that Seller shall,
upon the reasonable request of Buyer, amend Seller's disclosure schedules
attached hereto reflect any material matters uncovered by Buyer in the course of
its due diligence review of the business and operations of the Stations.

                                       25
<PAGE>

                                    ARTICLE 9

                               COVENANTS OF BUYER

     9.1 Buyer Covenants. Buyer covenants and agrees that, pending the Closing
         ---------------
and except as otherwise agreed to in writing by Seller:

          9.1.1 Notification. Buyer shall promptly notify Seller in writing of:
                ------------
(a) any litigation, arbitration or administrative proceeding pending or, to its
knowledge, threatened against Buyer which challenges the transactions
contemplated hereby or (b) the failure of Buyer, or, to Buyer's knowledge, any
employee or agent of Buyer to comply with or satisfy in any material respect any
covenant, condition or agreement to be complied with or satisfied by it
hereunder or (c) the occurrence of any event that would entitle Seller to
terminate this Agreement pursuant to Section 17.1.
                                     ------------

          9.1.2 No Inconsistent Action. Buyer shall not take any action which is
                ----------------------
inconsistent with its obligations under this Agreement.

          9.1.3 Post-Closing Access. Buyer, for a period of three years
                -------------------
following the Closing Date, shall make available during normal business hours
for audit and inspection by Seller and its representatives, for any reasonable
purpose and upon reasonable notice, all records, files, documents and
correspondence transferred to it hereunder relating to the pre-Closing period.
During such period, Buyer shall at no time dispose of or destroy any such
records, files, documents or correspondence without giving 30 days prior notice
to Seller to permit Seller, at its expense, to examine, duplicate or take
possession of and title to such records, files, documents or correspondence. All
information, records, files, documents or correspondence made available or
disclosed under this Section 9.1.3 shall be kept confidential.
                     -------------

          9.1.4 Satisfaction of Conditions; Closing. Buyer shall use its
                -----------------------------------
commercially reasonable efforts to conduct its business in such a manner that on
the Closing Date the representations and warranties of Buyer contained in this
Agreement shall be true in all material respects as though such representations
and warranties were made on and as of such date. Furthermore, Buyer shall
cooperate with Seller and shall use its commercially reasonable efforts to
satisfy promptly all conditions required hereby to be satisfied by Buyer in
order to consummate the transactions contemplated hereby.

          9.1.5 Response to Certain Actions. Buyer agrees to cooperate and to
                ---------------------------
use its commercially reasonable efforts to contest and to resist any action,
including any administrative or judicial action, and to make reasonable attempts
to have vacated, lifted, reversed or overturned any decree, judgment, injunction
or other order, whether temporary, preliminary or permanent, that is in effect
and that restricts, prevents or prohibits the consummation of the transactions
contemplated by this Agreement.

          9.1.6 Collection of Accounts Receivable.
                ---------------------------------

               (a) On the Closing Date, Seller shall furnish Buyer with a list
(certified a duly authorized financial officer of Seller to be a true and
complete list) of all

                                       26
<PAGE>

accounts receivable of Seller which remain outstanding as of the Closing Date.
The accounts receivable of the Stations generated prior to the Closing Date (the
"Pre-Closing Receivables") shall remain the property of Seller. Buyer shall
 -----------------------
collect the Pre-Closing Receivables on behalf of Seller for a period of ninety
(90) days (the "Collection Period") and, upon the termination of the Collection
                -----------------
Period, Buyer shall have no further obligation to collect Seller's Pre-Closing
Receivables. Buyer agrees that if, during any calendar month within the
Collection Period, it shall receive payment in respect of any Pre-Closing
Receivable, Buyer shall, within five (5) business days after the end of such
calendar month, remit to Seller any amounts received by Buyer during such
calendar month which relate to the Pre-Closing Receivables.

               (b) During the Collection Period, Buyer shall use its
commercially reasonable efforts, consistent with Seller's current billing and
collection practices and in the ordinary course of business, to collect any
outstanding Pre-Closing Receivables; provided, however, that, notwithstanding
                                     --------  -------
the foregoing, Buyer shall be under no obligation to commence litigation, employ
counsel or engage the services of a collection agency to effect such collection.
Except to the extent that any Pre-Closing Receivable is deemed to be the
property of Buyer in accordance with this Section 9.1.6, Buyer shall not make
                                          -------------
any compromise, adjustment, concession or settlement of any Pre-Closing
Receivable without Seller's express written consent. Furthermore, Buyer shall be
under no obligation to compromise, adjust, concede or settle any accounts
receivable generated after the Closing Date, or otherwise grant any credit or
allowance, to effect collection of a Pre-Closing Receivable. Absent written
evidence that an account debtor owing a Pre-Closing Receivable is disputing in
good faith any portion of such Pre-Closing Receivable or that any payment
received from such account debtor corresponds to a particular account
receivable, any payments received by Buyer during the Collection Period from
such account debtor shall be presumed to represent payment on the most-aged
account receivable then owing from such account debtor, whether the account
receivable is for the account of Seller or Buyer.

                                   ARTICLE 10

                                 JOINT COVENANTS
                                 ---------------

          Buyer and Seller covenant and agree that, pending the Closing and
except as otherwise agreed to in writing, they shall act in accordance with the
following:

     10.1 FCC Applications. Buyer and Seller shall prosecute the FCC
          ----------------
Applications with all reasonable diligence and shall use their commercially
reasonable efforts to obtain the FCC Consents as expeditiously as practicable,
but neither Buyer nor Seller shall have any obligation to satisfy complainants
or the FCC by taking any steps which would have a material adverse effect upon
Buyer or Seller. Notwithstanding anything to the contrary contained herein,
either party may terminate this Agreement upon notice to the other, if, for any
reason, the FCC Applications are designated for hearing by the FCC; provided,
                                                                    --------
however, that notice of termination must be given within twenty (20) days after
-------
release of the hearing designation order and the party giving such notice is not
in default and has complied with its obligations under this Agreement. Upon
termination pursuant to this

                                       27
<PAGE>

Section 10.1, the parties shall be released and discharged from any further
------------
obligation hereunder without being subject to a claim by either party for
damages.

     10.2 Confidentiality. Each of Buyer and Seller shall keep confidential all
          ---------------
information obtained by such party with respect to the other party hereto in
connection with this Agreement and the negotiations preceding this Agreement,
including, without limitation, the results of, and information relating to, the
Studies (as defined in Section 10.8) and will use such information solely in
                       ------------
connection with the transactions contemplated by this Agreement, and if the
transactions contemplated hereby are not consummated for any reason, each shall
return to the other party hereto, without retaining a copy thereof, any
schedules, documents or other written information obtained from such other party
in connection with this Agreement and the transactions contemplated hereby,
except to the extent required or useful in connection with any claim made with
respect to the transactions contemplated by this Agreement or the negotiation
thereof which will be returned following settlement of the claim.
Notwithstanding the foregoing, no party shall be required to keep confidential
or to return any information which: (a) is known or available through other
lawful sources not bound by a confidentiality agreement with the disclosing
party, or (b) is or becomes publicly known through no fault of the receiving
party or its agents, or (c) is required to be disclosed pursuant to an order or
request of a judicial or government authority (provided the non-disclosing party
is given reasonable prior notice such that it may seek, at its expense,
confidential treatment of the information to be disclosed), or (d) is developed
by the receiving party independently of the disclosure by the disclosing party
or (e) is required to be disclosed under applicable law or rule, as reasonably
determined by counsel for the receiving party.

     10.3 Cooperation. Buyer and Seller shall cooperate fully with one another
          -----------
in taking any actions, including actions to obtain the required consent of any
governmental instrumentality or any third party necessary to accomplish the
transactions contemplated by this Agreement; provided, however, that no party
                                             --------  -------
shall be required to take any action which would have a material adverse effect
upon such party.

     10.4 Bulk Sales Laws. Buyer hereby waives compliance by Seller with the
          ---------------
provisions of the "bulk sales" or similar laws of any state. Seller agrees to
                   ----------
indemnify Buyer and hold it harmless from any and all losses, costs, damages and
expenses (including, but not limited to, reasonable attorney's fees) sustained
by Buyer as a result of any failure of Seller to comply with any "bulk sales" or
similar laws.

     10.5 Public Announcements. Neither Buyer nor Seller shall issue any press
          --------------------
release or make any disclosure with respect to the transactions contemplated by
this Agreement without the prior written approval of the other party; provided,
                                                                      --------
however, that notwithstanding the foregoing, either party may make any such
-------
disclosure, without obtaining the prior consent of the other party, as may be
required by applicable law or by obligations pursuant to any listing agreement
with any securities exchange or the Nasdaq National Market or any regulations of
any securities exchange or the Nasdaq National Market; provided further, that in
                                                       -------- -------
the event that either party hereto makes any such disclosure without obtaining
the prior written approval of the other party, the disclosing

                                       28
<PAGE>

party shall provide notice of such disclosure to the other party prior to making
such disclosure.

     10.6 Hart-Scott-Rodino. Seller and Buyer shall submit to the United States
          -----------------
Department of Justice and the United States Federal Trade Commission (the "FTC")
                                                                           ---
not later than 15 business days after the date of this Agreement all of the
forms and information applicable to this transaction required under the HSR Act
and will use commercially reasonable efforts to respond promptly to any request
by the FTC for additional information. Buyer and Seller shall use commercially
reasonable efforts (including the filing of a request for early termination) to
obtain the early termination of the waiting period under the HSR Act. Each of
Seller and Buyer shall pay their respective filing fees with respect to any
required HSR Act filing.

     10.7 Employee Matters; Non-Solicitation. (a) At Closing, Buyer shall offer
          ----------------------------------
employment to all of Seller's employees as of the Closing. The terms and
conditions of employment with respect to each such prospective employee shall be
determined by Buyer in its sole and absolute discretion, but shall be
substantially similar to the terms and conditions of employment of such employee
with Seller immediately prior to the Closing Date. Seller shall be responsible
for all obligations or liabilities to those employees not offered employment by
Buyer, and Buyer shall have no obligations with respect to those employees.
Further, Seller shall be solely responsible for any sums, liabilities or
obligations which may be owing to any employee as a result of such employee's
employment with Seller prior to the date that such employee becomes employed
with Buyer, or with respect to the termination of such employee prior to the
employment of such employee with Buyer.

               (b) Until the third anniversary of the Closing Date, Seller will
not, directly or indirectly, solicit, or offer employment to, any employee of
Seller engaged in the business or operations of the Stations as of the Closing
Date to whom Buyer, in connection with the consummation of the transactions
contemplated hereby, makes an offer of employment on terms and conditions
substantially similar to, and with substantially similar benefits as, each such
employee's employment with Seller, unless that employee rejects the offer of
employment made by Buyer or is subsequently terminated by Buyer.

     10.8 Condition of Real Estate. Buyer may, at its sole expense, conduct
          ------------------------
environmental studies, title examinations, and land surveys (the "Studies") of
                                                                  -------
the Real Estate, provided all information received as a result of, or in the
course of, any of the Studies will be deemed confidential and subject to Section
                                                                         -------
10.2 and provided further that copies of such Studies are provided to Seller.
----
Seller agrees to cooperate with any reasonable request of Buyer for a site
assessment or site review concerning any environmental, title or survey matter,
including the making available of such personnel of Seller as Buyer may
reasonably request, so long as such activities do not unreasonably interfere
with the conduct of Seller's business. At the discretion of Buyer, Buyer may
arrange, at its sole expense, for one or more independent contractors to conduct
tests of the Real Estate, including tests of air, soil (including surface and
subsurface materials), surface water and ground water, or any equipment or
facilities located thereon, in order to

                                       29
<PAGE>

identify any present or past release or threatened release of any hazardous
substances. Such tests may be done at any time, or from time to time, upon
reasonable notice and under reasonable conditions, which do not impede the
performance of such tests, so long as such activities do not unreasonably
interfere with the conduct of Seller's business. If Buyer notifies Seller within
60 days of the date of this Agreement (the "Buyer Notice") that the Studies
                                            ------------
disclose potential Environmental Costs and Liabilities in excess of $15,000 or
the presence of Hazardous Materials at concentrations exceeding those allowed by
Environmental Laws, evidence encroachments that materially and adversely affect
the use (for the purpose currently used) of the Real Estate, or any other
matters that materially affect the title, value or use of the Real Estate,
Seller shall promptly commence remedial action at its expense to cure the
condition giving rise to such matter and attempt to cure such condition prior to
the Closing; provided that Seller shall not be obligated to spend (but may
choose to spend) more than $250,000 in the aggregate in its attempts to cure all
such conditions. Seller shall notify Buyer within 30 days after its receipt of
the Buyer Notice if it determines that it is unable to cure such conditions for
$250,000 or less and chooses not to attempt to cure such conditions, in which
case Buyer may elect (a) to terminate this Agreement or (b) to waive such
obligations and receive a $250,000 reduction in the Purchase Price at Closing.
If this Agreement is terminated in accordance with the immediately preceding
sentence, no party shall have any liability to the other with respect to such
termination. Either party may extend the Closing by not more than 30 days,
subject to Section 17.1(g) hereto, if either party reasonably determines that
           ---------------
any necessary remedial action can be completed during such extended period.

     10.9 WARN Act Compliance. Through the Closing Date, Seller shall take all
          -------------------
necessary actions to comply with the WARN Act to the extent applicable. Buyer
shall not have any disclosure or announcement obligations under such act with
respect to any employees or former employees of Seller, and Seller shall
indemnify Buyer and hold Buyer harmless from any action, claim, suit, proceeding
or assertion of liability with respect thereto. Seller shall take all necessary
actions to comply with Part 6, Subtitle B, of Title I of ERISA with respect to
its employees and former employees, and Buyer shall not have any obligations or
liability with respect to qualifying events (as defined in Section 603 of ERISA)
on or before the Closing Date.

                                   ARTICLE 11

                         CONDITIONS OF CLOSING BY BUYER
                         ------------------------------

          The obligations of Buyer hereunder, including, without limitation,
Buyer's obligations to close the transactions contemplated herein, are, at its
option, subject to satisfaction, at or prior to the Closing Date, of all of the
following conditions, any of which may be waived by Buyer:

     11.1 Representations and Warranties. All of the representations and
          ------------------------------
warranties of Seller made in this Agreement or in any Exhibit, Schedule or
document delivered pursuant hereto, shall be true and correct in all material
respects as of the date hereof and on and as of the Closing Date as if made on
and as of that date, except for those given as of a specified date which must
only be true and correct as of such specified date.

                                       30
<PAGE>

     11.2 Compliance with Agreement. All of the terms, covenants and conditions
          -------------------------
to be complied with and performed by Seller on or prior to the Closing Date
shall have been complied with or performed in all material respects.

     11.3 Closing Certificates. Buyer shall have received a certificate, dated
          --------------------
as of the Closing Date, from Seller, executed by an executive officer of Seller
certifying, in such detail as Buyer may reasonably request, that the conditions
set forth in Sections 11.1 and 11.2 hereto have been fulfilled.
             -------------     ----

     11.4 Third Party Consents and Approvals. Seller shall have obtained all
          ----------------------------------
third-party consents and approvals, if any, required for the transfer or
continuance, as the case may be, of the Contracts listed on Schedule 1.1.3 (and
                                                            --------------
contracts of a similar nature that would have been included on Schedule 1.1.3
                                                               --------------
had they been in existence on the date of this Agreement).

     11.5 Governmental Consents. (a) The FCC Consents shall have been issued by
          ---------------------
the FCC without any conditions that would otherwise permit Buyer to terminate
this Agreement pursuant to Section 17.1(e) below and each such FCC Consent shall
                           ---------------
have become a Final Order. For purposes of this Agreement, "Final Order" shall
                                                            -----------
mean action by the FCC consenting to the assignments contemplated by this
Agreement which is not reversed, stayed, enjoined, set aside, annulled or
suspended, and with respect to which action no timely request for stay, petition
for rehearing, or reconsideration, application for review or appeal is pending,
and as to which the time for filing any such request, petition or appeal or
reconsideration by the FCC on its own motion has expired.

               (b) All applicable notification and waiting period requirements
under the HSR Act shall have been satisfied.

     11.6 Seller Consents and Approvals. Seller shall have obtained all
          -----------------------------
necessary member or manager consents and approvals required to authorize the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby.

     11.7 No Adverse Proceedings. No injunction, order, decree or judgment of
          ----------------------
any court, agency or other Governmental Entity shall have been rendered against
Seller or Buyer which would render it unlawful, as of the Closing Date, to
effect the transactions contemplated by this Agreement in accordance with its
terms.

     11.8 Closing Documents. Seller shall have delivered or caused to be
          -----------------
delivered to Buyer, on the Closing Date, the documents identified in Section
                                                                     -------
13.1.
----

     11.9 Release of Encumbrances. Buyer shall have received evidence
          -----------------------
satisfactory to Buyer's counsel regarding the release of any and all Liens
(other than the Permitted Liens) with respect to the Stations Assets.

     11.10 Legal Opinions. Buyer shall have received the opinions of counsel to
           --------------
Seller, each dated as of the Closing Date, substantially in the form of Exhibits
                                                                        --------
A-1 and A-2 hereto.
-----------

                                       31
<PAGE>

     11.11 Return of Earnest Money. The Earnest Money Funds or any Earnest Money
           -----------------------
Letter of Credit issued in lieu or in substitution thereof shall have been
returned to Buyer if the terms and conditions contained in the Earnest Money
Escrow Agreement (as defined in Section 17.3.2) have been satisfied.
                                --------------

     11.12 No Material Adverse Change. Since the date of this Agreement through
           --------------------------
the Closing Date, there shall have been no material adverse change to the
Stations Assets or the financial condition or operating results of the Stations
(other than as a result of regulatory changes affecting the radio broadcasting
industry generally or general economic conditions).

     11.13 1445 Certificate. Seller shall have executed and delivered a
           ----------------
certificate, in a form reasonably satisfactory to the Buyer, stating that Seller
is not a foreign person within the meaning of Section 1445 of the Code.

     11.14 Consulting Agreement. James Hooker shall have entered into a
           --------------------
Consulting Agreement with Buyer or an Affiliate of Buyer on terms and conditions
that are mutually agreeable to the parties thereto.

     11.15 Investment Side Letter. Buyer and NextMedia Investors, LLC, a
           ----------------------
Delaware limited liability company ("LLC"), shall have entered into a side
                                     ---
letter with James H. Hooker on terms and conditions mutually acceptable to Buyer
and Seller regarding the obligation of Mr. Hooker to invest in Class C
membership interests of LLC at Closing in an amount between Three Million
Dollars ($3,000,000) and Five Million Dollars ($5,000,000).

     11.16 Noncompetition Agreement. James Hooker shall have entered into an
           ------------------------
agreement with Buyer which will obligate him to comply with noncompetition
covenants similar to those imposed on Seller pursuant to the terms and
conditions in this Agreement.

                                   ARTICLE 12

                         CONDITIONS OF CLOSING BY SELLER
                         -------------------------------

          The obligations of Seller hereunder including, without limitation,
Seller's obligations to close the transactions contemplated herein are, at its
option, subject to the satisfaction, at or prior to the Closing Date, of all of
the following conditions, any of which may be waived by Seller:

     12.1 Representations and Warranties. All of the representations and
          ------------------------------
warranties of Buyer made in this Agreement or in any Exhibit, Schedule or
document delivered pursuant hereto, shall be true and correct in all material
respects as of the date hereof and on and as of the Closing Date as if made on
and as of that date, except for those given as of a specified date which must
only be true and correct as of such specified date.

                                       32
<PAGE>

     12.2 Compliance with Agreement. All of the terms, covenants, and conditions
          -------------------------
to be complied with and performed by Buyer on or prior to the Closing Date shall
have been complied with or performed in all material respects.

     12.3 Closing Certificates. Seller shall have received a certificate, dated
          --------------------
as of the Closing Date, from Buyer, executed by an executive officer of Buyer
certifying, in such detail as Seller may reasonably request, that the conditions
set forth in Sections 12.1 and 12.2 hereto have been fulfilled.
             -------------     ----

     12.4 Governmental Consents. (a) The FCC Consents shall have been issued by
          ---------------------
the FCC and each such FCC Consent shall have become a Final Order (as defined in
Section 11.5).
------------

               (b) All applicable notification and waiting period requirements
under the HSR Act shall have been satisfied.

     12.5 No Adverse Proceedings. No injunction, decree or judgment of any
          ----------------------
court, agency or other Governmental Entity shall have been rendered against
Buyer or Seller which would render it unlawful, as of the Closing Date, to
effect the transactions contemplated by this Agreement in accordance with its
terms.

     12.6 Legal Opinion. Buyer shall have delivered to Seller an opinion of
          -------------
counsel, dated as of the Closing Date, substantially in the form of Exhibit B
                                                                    ---------
hereto.

     12.7 Closing Documents. Buyer shall have delivered, or caused to be
          -----------------
delivered to Seller on the Closing Date, the documents identified in Section
                                                                     -------
13.2.
----

                                   ARTICLE 13

                      DOCUMENTS TO BE DELIVERED AT CLOSING
                      ------------------------------------

     13.1 Documents to be Delivered by Seller. At the Closing, Seller will
          -----------------------------------
deliver to Buyer the following, at the expense of Seller and in proper form for
recording when appropriate:

          13.1.1 Transfer Documents. Such bills of sale, assignments, general
                 ------------------
warranty deeds and other good and sufficient instruments of transfer as Buyer
may reasonably request in order to convey and transfer to Buyer title to the
Stations Assets (collectively, the "Transfer Documents").
                                    ------------------

          13.1.2 Certified Resolutions. Certified resolutions of the manager of
                 ---------------------
Seller approving the execution and delivery of this Agreement and each of the
other documents delivered by Seller pursuant thereto and authorizing the
consummation of the transactions contemplated hereby and thereby.

          13.1.3 Officer's Certificate. A certificate, dated as of the Closing
                 ---------------------
Date, executed on behalf of the Seller in the form described in Section 11.3.
                                                                ------------

                                       33
<PAGE>

          13.1.4 Opinion. Written opinions of counsel to Seller in substantially
                 -------
the forms attached hereto as Exhibits A-1 and A-2, dated as of the Closing Date,
                             --------------------
together with reliance letters addressed to such of Buyer's financing sources as
identified by Buyer prior to the Closing and entitling such lenders to rely on
such opinion to the same extent as if they were an addressee thereof.

          13.1.5 Good Standing Certificates. Governmental certificates showing
                 --------------------------
that Seller is validly existing and in good standing in the state of its
formation and in good standing in each state listed on Schedule 6.1.1, certified
                                                       --------------
as of a date not more than thirty days before the Closing Date.

          13.1.6 Evidence of Release of Encumbrances. Evidence satisfactory to
                 -----------------------------------
Buyer's counsel regarding the release of any and all Liens (other than Permitted
Liens) with respect to the Stations Assets.

          13.1.7 Other Documents. Such additional information and materials as
                 ---------------
Buyer shall reasonably request.

     13.2 Documents to be Delivered by Buyer. At the Closing, Buyer will deliver
          ----------------------------------
to Seller, at the expense of Buyer and in proper form for recording when
appropriate:

          13.2.1 Purchase Price. A wire transfer of cash in immediately
                 --------------
available funds of the amount of the Purchase Price and evidence of such
delivery.

          13.2.2 Assumption Agreement(s). One or more assumption agreement(s)
                 -----------------------
relating to Buyer's assumption of the Assumed Liabilities in form and substance
mutually agreeable to the parties hereto.

          13.2.3 Certified Resolutions. Certified resolutions of the Board of
                 ---------------------
Directors of Buyer approving the execution and delivery of this Agreement and
each of the other documents delivered by Buyer pursuant hereto and authorizing
the consummation of the transactions contemplated hereby and thereby.

          13.2.4 Officer's Certificate. A certificate, dated the Closing Date,
                 ---------------------
executed on behalf of the Buyer in the form described in Section 12.3.
                                                         ------------

          13.2.5 Opinion. A written opinion of counsel, in substantially the
                 -------
form attached hereto as Exhibit B, dated as of the Closing Date.
                        ---------

          13.2.6 Good Standing Certificates. Governmental certificates showing
                 --------------------------
that Buyer is validly existing and in good standing in the state of its
incorporation certified as of a date not more than thirty days before the
Closing Date.

          13.2.7 Other Documents. Such additional information and materials as
                 ---------------
Seller shall reasonably request.

                                       34
<PAGE>

                                   ARTICLE 14

                          SURVIVAL AND INDEMNIFICATION
                          ----------------------------

     14.1 Survival of Representations, Warranties and Covenants.
          -----------------------------------------------------

               (a) Except as to (i) the representations and warranties contained
in Sections 6.1.8 (as to title to assets only), 6.1.9 (as to title to assets
   --------------                               -----
only), and 6.1.17 (as to title to assets only), which shall survive the closing
           ------
and remain in effect indefinitely and, (ii) the representations and warranties
contained in Section 6.1.12, which shall survive the Closing until the
             --------------
expiration of the last day on which any Tax may be validly assessed by the
Internal Revenue Service or any other Governmental Entity against the Stations
Assets, the representations and warranties of Seller and of Buyer contained in
this Agreement or in any Transfer Document shall survive the Closing until the
expiration of two (2) years from the Closing Date. Any claim for indemnification
with respect to any of such matters which is not asserted by notice given as
herein provided relating thereto within such specified period of survival may
not be pursued and is hereby irrevocably waived after such time. Any claim for
an Indemnifiable Loss (as defined in Section 14.2) asserted within such period
                                     ------------
of survival as herein provided will be timely made for purposes hereof. A claim
for any Indemnifiable Loss by any party based on a breach of a representation or
warranty of the other party shall not be affected by any investigation performed
by the party seeking recovery of the Indemnifiable Loss.

               (b) Unless a specified period is set forth in this Agreement (in
which event such specified period will control), the covenants in this Agreement
will survive the Closing and remain in effect indefinitely.

     14.2 Limitations on Liability. (a) For purposes of this Agreement, (i)
          ------------------------
"Indemnity Payment" means any amount of Indemnifiable Losses required to be paid
 -----------------
pursuant to this Agreement, (ii) "Indemnitee" means any person or entity
                                  ----------
entitled to indemnification under this Agreement, (iii) "Indemnifying Party"
                                                         ------------------
means any person or entity required to provide indemnification under this
Agreement, (iv) "Indemnifiable Losses" means any and all damages, losses,
                 --------------------
liabilities, obligations, costs and expenses, and any and all claims, demands or
suits (by any person or entity, including without limitation any Governmental
Entity), including without limitation the costs and expenses of any and all
actions, suits, proceedings, demands, assessments, judgments, settlements and
compromises relating thereto and including reasonable attorneys' fees and
expenses in connection therewith, and (v) "Third Party Claim" means any claim,
                                           -----------------
action or proceeding made or brought by any person or entity who or which is not
a party to this Agreement or an Affiliate of a party to this Agreement.

               (b) Notwithstanding any other provision hereof or of any
applicable law, no Indemnitee will be entitled to make a claim against an
Indemnifying Party hereunder for any breach of a representation or warranty
under Section 14.3(a)(i) or 14.3(b)(i) unless and until the aggregate amount of
      ------------------    ----------
claims asserted for Indemnifiable Losses exceeds $50,000 in which event the
Indemnitee will be entitled to make a claim against the Indemnifying Party to
the extent of the full amount of Indemnifiable Losses.

                                       35
<PAGE>

Notwithstanding the foregoing, the aggregate amount of claims which may be
asserted for Indemnifiable Losses with respect to breaches of representations
and warranties under Sections 14.3(a)(i) or 14.3(b)(i) shall in no event exceed
                     -------------------    ----------
$11 million.

     14.3 Indemnification.
          ---------------

               (a) Subject to Sections 14.1 and 14.2, Seller agrees to
                              -------------     ----
indemnify, defend and hold harmless Buyer and its Affiliates and their
respective directors, officers, partners, employees, agents and representatives
from and against any and all Indemnifiable Losses to the extent relating to,
resulting from or arising out of:

                    (i) any breach of any representation or warranty of Seller
under the terms of this Agreement and any certificate or other document
delivered pursuant hereto;

                    (ii) any breach or nonfulfillment of any agreement or
covenant of Seller under the terms of this Agreement;

                    (iii) any Retained Liabilities;

                    (iv) any failure to comply with any "bulk sales" laws
applicable to the transactions contemplated hereby; and

                    (v) the conduct of the business and operations of the
Stations or any portion thereof or the use or ownership of any of the Stations
Assets prior to or on the Closing Date.

               (b) Buyer agrees to indemnify, defend and hold harmless Seller
and its Affiliates and their respective directors, officers, partners,
employees, agents or representatives from and against any and all Indemnifiable
Losses to the extent relating to, resulting from or arising out of:

                    (i) any breach of representation or warranty of Buyer under
the terms of this Agreement and any certificate or other document delivered
pursuant hereto;

                    (ii) any breach or nonfulfillment of any agreement or
covenant of Buyer under the terms of this Agreement;

                    (iii) any Assumed Liabilities; and

                    (iv) the conduct of the business and operations of the
Stations or any portion thereof or use or ownership of any of the Stations
Assets on or after the Closing Date.

                                       36
<PAGE>

     14.4 Defense of Claims.
          -----------------

               (a) If any Indemnitee receives notice of assertion or
commencement of any Third Party Claim against such Indemnitee with respect to
which an Indemnifying Party is obligated to provide indemnification under this
Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt
written notice thereof, but in any event not later than 30 calendar days after
receipt of such notice of such Third Party Claim. Such notice will describe the
Third Party Claim in reasonable detail, will include copies of all material
written evidence thereof and will indicate the estimated amount, if reasonably
practicable, of the Indemnifiable Loss that has been or may be sustained by the
Indemnitee. The Indemnifying Party will have the right to participate in, or, by
giving written notice to the Indemnitee, to assume, the defense of any Third
Party Claim at such Indemnifying Party's own expense and by such Indemnifying
Party's own counsel (reasonably satisfactory to the Indemnitee), and the
Indemnitee will cooperate in good faith in such defense.

               (b) If, within ten calendar days after giving notice of a Third
Party Claim to an Indemnifying Party pursuant to Section 14.4(a), an Indemnitee
                                                 ---------------
receives written notice from the Indemnifying Party that the Indemnifying Party
has elected to assume the defense of such Third Party Claim as provided in the
last sentence of Section 14.4(a), the Indemnifying Party will not be liable for
                 ---------------
any legal expenses subsequently incurred by the Indemnitee in connection with
the defense thereof; provided, however, that if the Indemnifying Party fails to
                     --------  -------
take reasonable steps necessary to defend diligently such Third Party Claim
within ten calendar days after receiving written notice from the Indemnitee that
the Indemnitee believes the Indemnifying Party has failed to take such steps, or
if the Indemnifying Party has not undertaken fully to indemnify the Indemnitee
in respect of all Indemnifiable Losses relating to the matter, the Indemnitee
may assume its own defense, and the Indemnifying Party will be liable for all
reasonable costs or expenses paid or incurred in connection therewith. Without
the prior written consent of the Indemnitee, the Indemnifying Party will not
enter into any settlement of any Third Party Claim which would lead to liability
or create any financial or other obligation on the part of the Indemnitee for
which the Indemnitee is not entitled to indemnification hereunder. If a firm
offer is made to settle a Third Party Claim without leading to liability or the
creation of a financial or other obligation on the part of the Indemnitee for
which the Indemnitee is not entitled to indemnification hereunder and the
Indemnifying Party desires to accept and agree to such offer, the Indemnifying
Party will give written notice to the Indemnitee to that effect. If the
Indemnitee fails to consent to such firm offer within ten calendar days after
its receipt of such notice, the Indemnitee may continue to contest or defend
such Third Party Claim and, in such event, the maximum liability of the
Indemnifying Party as to such Third Party Claim will not exceed the amount of
such settlement offer, plus costs and expenses paid or incurred by the
Indemnitee through the end of such ten calendar day period.

               (c) A failure to give timely notice or to include any specified
information in any notice as provided in Sections 14.4(a) or 14.4(b) will not
                                         ----------------    -------
affect the rights or obligations of any party hereunder except and only to the
extent that, as a result of such failure, any party which was entitled to
receive such notice was deprived of its

                                       37
<PAGE>

right to recover any payment under its applicable insurance coverage or was
otherwise damaged as a result of such failure.

               (d) The Indemnifying Party will have a period of 30 calendar days
within which to respond in writing to any claim by an Indemnitee on account of
an Indemnifiable Loss which does not result from a Third Party Claim (a "Direct
                                                                         ------
Claim"). If the Indemnifying Party does not so respond within such 30 calendar
-----
day period, the Indemnifying Party will be deemed to have rejected such claim,
in which event the Indemnitee will be free to pursue such remedies as may be
available to the Indemnitee on the terms and subject to the provisions of this
Article 14.
----------

               (e) If the amount of any Indemnifiable Loss, at any time
subsequent to the making of an Indemnity Payment, is reduced by recovery,
settlement or otherwise under or pursuant to any insurance coverage, or pursuant
to any claim, recovery, settlement or payment by or against any other entity,
the amount of such reduction, less any costs, expenses, premiums or taxes
incurred in connection therewith (together with interest thereon from the date
of payment thereof at the annualized rate of interest equal to the "prime" or
"reference" rate of interest as publicly announced by The Wall Street Journal
and in effect from time to time during the relevant period, calculated on the
basis of the actual number of days elapsed over 365) will promptly be repaid by
the Indemnitee to the Indemnifying Party. Upon making any Indemnity Payment the
Indemnifying Party will, to the extent of such Indemnity Payment, be subrogated
to all rights of the Indemnitee against any third party that is not an Affiliate
of the Indemnitee in respect of the Indemnifiable Loss to which the Indemnity
Payment related; provided, however, that (i) the Indemnifying Party shall then
                 --------  -------
be in compliance with its obligations under this Agreement in respect of such
Indemnifiable Loss and (ii) until the Indemnitee recovers fully payment of its
Indemnifiable Loss, any and all claims of the Indemnifying Party against any
such third party on account of said Indemnity Payment will be subrogated and
subordinated in right of payment to the Indemnitee's rights against such third
party. Without limiting the generality or effect of any other provision hereof,
each such Indemnitee and Indemnifying Party will duly execute upon request all
instruments reasonably necessary to evidence and perfect the above-described
subrogation and subordination rights.

                                   ARTICLE 15

                        TRANSFER TAXES; FEES AND EXPENSES
                        ---------------------------------

     15.1 Expenses. Except as set forth herein, each party hereto shall be
          --------
solely responsible for all costs and expense incurred by it in connection with
the negotiation, preparation and performance of and compliance with the terms of
this Agreement.

     15.2 Transfer Taxes and Similar Charges. All costs of transferring the
          ----------------------------------
Stations Assets in accordance with this Agreement, including transfer and
documentary taxes and fees, and any excise, sales or use taxes, shall be borne
by Seller. Buyer and Seller agree to cooperate with each other and to file all
necessary documentation (including, but not limited to, all Tax Returns) with
respect to all such amounts in a timely manner.

                                       38
<PAGE>

     15.3 Governmental Filing or Grant Fees. Except as may be provided herein,
          ---------------------------------
any filing or grant fees imposed by any governmental authority, the consent of
or filing with which is required for the consummation of the transactions
contemplated hereby, including but not limited to, the FCC, the FTC, and the
United States Department of Justice shall be borne equally by Buyer and Seller.

                                   ARTICLE 16

                              SPECIFIC PERFORMANCE
                              --------------------

     16.1 Specific Performance. In addition to any other remedies which Buyer
          --------------------
may have at law or in equity, Seller hereby acknowledges that the Stations
Assets are unique, and that the harm to Buyer resulting from a breach by Seller
of its obligations to sell the Stations Assets to Buyer cannot be adequately
compensated by damages. Accordingly, Seller agrees that Buyer shall have the
right to have this Agreement specifically performed by Seller and hereby agrees
not to assert any objections to the imposition of the equitable remedy of
specific performance by any court of competent jurisdiction.

                                   ARTICLE 17

                                   TERMINATION
                                   -----------

     17.1 Termination Rights. This Agreement may be terminated at any time prior
          ------------------
to Closing as follows:

               (a) by the mutual consent of Buyer and Seller;

               (b) by written notice of (i) Buyer to Seller if Seller breaches
in any material respect any of its representations or warranties or defaults in
any material respect in the observance or in the due and timely performance of
any of its covenants or agreements herein contained and such breach or default
shall not be cured within thirty (30) days of the date of notice of breach or
default served by Buyer or (ii) Seller to the Buyer if Buyer breaches in any
material respect any of its representations or warranties or defaults in any
material respect in the observance or in the due and timely performance of any
of its covenants or agreements herein contained and such breach or default shall
not be cured within thirty (30) days of the notice of breach or default served
by Seller; but such notice and cure period shall not apply in the case of
Buyer's or Seller's failure to consummate the transactions in accordance with
the terms and times specified in Section 4.1 of this Agreement;
                                 -----------

               (c) by Buyer or Seller by written notice to the other, if a court
of competent jurisdiction or other Governmental Entity shall have issued an
order, decree or ruling or taken any other action (which order, decree or ruling
the parties hereto shall use their best efforts to lift), in each case
permanently restraining, permanently enjoining or otherwise prohibiting the
transactions contemplated by this Agreement, and such order, decree, ruling or
other action shall have become final and nonappealable;

                                       39
<PAGE>

               (d) by the party whose qualifications are not at issue, if, for
any reason, the FCC denies or dismisses any of the FCC Applications and the time
for reconsideration or court review under the Communications Act with respect to
such denial or dismissal has expired and there is not pending with respect
thereto a timely filed petition for reconsideration or request for review;

               (e) by written notice of Buyer to Seller if the FCC Consents
contain a condition materially adverse to Buyer or that materially adversely
affects the Stations Assets;

               (f) by written notice of Buyer to Seller, in accordance with
Section 10.1, 10.8 or 18.1 of this Agreement; or
------------  ----    ----

               (g) by either party, in the event that the Closing does not occur
at or before 5:00 p.m. central time on the date that is nine (9) months from the
date that this Agreement is executed.

Notwithstanding the foregoing, no party hereto may effect a termination hereof
if such party is in material default or breach of this Agreement.

     17.2 Procedures and Effect of Termination. In order to effect the
          ------------------------------------
termination of this Agreement pursuant to, and in accordance with, the terms and
conditions of any provision of Section 17.1, written notice of such termination
                               ------------
shall be given to the other party to this Agreement and this Agreement, assuming
the relevant provision of Section 17.1 has been satisfied, shall terminate and
                          ------------
the transactions contemplated hereby shall be abandoned, without further action
by either of the parties hereto. If this Agreement is terminated as provided
herein:

               (a) upon request therefor, each party shall redeliver all
documents, work papers and other materials of the other party hereto, and all
copies of any such materials, relating to the transactions contemplated hereby,
whether obtained before or after the execution hereof, to the party furnishing
the same; and

               (b) neither party hereto shall have any liability or further
obligation to the other party to this Agreement resulting from such termination
except: (i) that the provisions of Section 10.2 (Confidentiality), Section 15.1
                                   ------------                    ------------
(Expenses), this Section 17.2 and Section 17.3 shall remain in full force and
                 ------------     ------------
effect and the parties shall have the obligations stated therein, and (ii) no
party waives any claim or right for damages against a breaching party to the
extent that such termination results from the breach by a party hereto of any of
its representations, warranties, covenants or agreements set forth herein.

     17.3 Termination Fees.
          ----------------

          17.3.1 If Seller terminates this Agreement pursuant to Section
                                                                 -------
17.1(b)(ii), Buyer will, within ten (10) business days of receiving notice from
-----------
Seller of such termination, pay to Seller a termination fee equal to Two Million
Eight Hundred Ten Thousand Dollars ($2,810,000). Buyer's obligation to pay the
termination fee will be

                                       40
<PAGE>

secured by either the Earnest Money Funds or the Earnest Money Letter of Credit,
each as more particularly described in Section 17.3.2 below. If Buyer does not
                                       --------------
pay the termination fee to Seller within ten (10) business days following
receipt of such notice from Seller, Seller may thereafter instruct the Earnest
Money Escrow Agent (as defined below) to deliver the Earnest Money Funds or the
Earnest Money Letter of Credit, as applicable, to Seller. Notwithstanding any
other provision of this Agreement to the contrary, including any provision of
Article 14, in the event that Seller terminates this Agreement pursuant to
----------
Section 17.1(b)(ii), the sole and exclusive remedy of Seller against Buyer shall
-------------------
be the termination fee described in this Section 17.3.1.
                                         --------------

          17.3.2 Buyer shall use its good faith and commercially reasonable
efforts to deposit, or to cause one of its Affiliates to deposit, by July 7,
2000, an original, irrevocable letter of credit (the "Earnest Money Letter of
                                                      -----------------------
Credit"), issued by Fleet Bank Boston in the amount of Two Million Eight Hundred
------
Ten Thousand Dollars ($2,810,000) to be held in escrow with an escrow agent (the
"Earnest Money Escrow Agent") in accordance with the Earnest Money Escrow
 --------------------------
Agreement by and among Buyer, Seller and the Earnest Money Escrow Agent (the
"Earnest Money Escrow Agreement"); provided, however, that, notwithstanding the
 ------------------------------    --------  -------
foregoing, Buyer, or an Affiliate thereof, shall, in the event that Buyer or an
Affiliate thereof does not deposit the Earnest Money Letter of Credit with the
Earnest Money Escrow Agent on or before July 7, 2000, deposit either cash in the
amount of Two Million Eight Hundred Ten Thousand Dollars ($2,810,000) (the
"Earnest Money Funds") or the Earnest Money Letter of Credit with the Earnest
 -------------------
Money Escrow Agent no later than July 12, 2000. In the event that Buyer deposits
the Earnest Money Funds with the Earnest Money Escrow Agent, Buyer shall have
the right at all times prior to the Closing Date to replace such Earnest Money
Funds with the Earnest Money Letter of Credit. Subject to satisfaction or waiver
of the conditions to Seller's obligations hereunder, as set forth in Article 12,
                                                                     ----------
at Closing, Seller shall instruct the Earnest Money Escrow Agent to release and
return the Earnest Money Letter of Credit to Buyer for cancellation. If this
Agreement is terminated by Seller as provided in Section 17.1(b)(ii), Seller
                                                 -------------------
may, as described above, instruct the Earnest Money Escrow Agent to release the
Earnest Money Funds or the Earnest Money Letter of Credit to Seller. In all
other events, Seller shall join in instructions to the Earnest Money Escrow
Agent to return the Earnest Money Funds or the Earnest Money Letter of Credit to
Buyer.

                                   ARTICLE 18

                                  RISK OF LOSS
                                  ------------

     18.1 Risk of Loss.
          ------------

               (a) The risk of loss or damage to the Stations Assets shall be
upon Seller at all times prior to the Closing Date. In the event of such loss or
damage, Seller shall promptly notify Buyer thereof and if the lost or damaged
Stations Assets are capable of being replaced or repaired for an aggregate
amount less than $500,000, then Seller shall, at its sole cost and expense,
replace or repair such Stations Assets prior to the Closing Date or deliver to
Buyer at the Closing an amount in cash equal to the cost of replacement or
repair of such Stations Assets, as mutually agreed in good faith by Buyer

                                       41
<PAGE>

and Seller. Notwithstanding the foregoing, if the amount required to replace or
repair such Stations Assets exceeds $500,000, Seller may elect not to replace or
repair such Stations Assets, provided, however, that in such event Buyer, at its
                             --------  -------
option, may elect to terminate this Agreement without either party being subject
to a claim by the other for damages in connection with this Section 18.1(a), or
                                                            ---------------
waive any default or breach with respect to the loss or damage and receive a
$500,000 reduction in the Purchase Price credit at Closing. Either party may
extend the Closing Date by up to 30 days, subject to Section 17.1(g) hereto, in
                                                     ---------------
order to allow Seller to complete the repair or replacement.

               (b) Seller shall use its commercially reasonable best efforts to
avoid either of the Stations being off the air for three (3) or more consecutive
days or for five (5) or more days in any thirty (30) day period. Seller shall
give prompt written notice to Buyer if either of the following (each, a
"Specified Event") shall occur: (i) the regular broadcast transmissions of the
 ---------------
Stations in the normal and usual manner are interrupted or discontinued for more
than one hundred twenty (120) minutes or (ii) either of the Stations is operated
at less than its licensed antenna height above average terrain or at less than
ninety percent (90%) of its licensed effective radiated power. If any Specified
Event which may reasonably be expected to have a material adverse effect on the
business, operations or prospects of the Stations persists for more than one
hundred and twenty (120) hours (or, in the event of utility failure affecting
generally the market served by the Stations, one hundred and sixty-eight (168)
hours), whether or not consecutive, during any period of thirty (30) consecutive
days, then Buyer may terminate this Agreement by written notice given to Seller
not more than ten (10) days after the expiration of such thirty (30) day period
(without either party being subject to a claim by the other party for damages in
connection with this Section 18.1(b)).
                     ----------------

               (c) Resolution of Disagreements. If the parties are unable to
                   ---------------------------
agree upon the extent of any loss or damage, the cost to repair, replace or
restore any lost or damaged property, the adequacy of any repair, replacement,
or restoration of any lost or damaged property, or any other matter arising
under this Section 18.1, the disagreement shall be referred to a qualified
           ------------
consulting communications engineer mutually acceptable to Seller and Buyer who
is a member of the Association of Federal Communications Consulting Engineers,
whose decision shall be final, binding upon and non-appealable by the parties,
and whose fees and expenses shall be paid one-half by Seller and one-half by
Buyer.

                                   ARTICLE 19

                            MISCELLANEOUS PROVISIONS
                            ------------------------

     19.1 Certain Interpretive Matters and Definitions. Unless the context
          --------------------------------------------
otherwise requires, (a) all references to Sections, Articles or Schedules are to
Sections, Articles or Schedules of or to this Agreement, (b) each term defined
in this Agreement has the meaning assigned to it, (c) each accounting term not
otherwise defined in this Agreement has the meaning assigned to it in accordance
with generally accepted accounting principles as in effect on the date hereof,
(d) "or" is disjunctive but not necessarily exclusive, (e) words in the singular
     --
include the plural and vice versa, and (f) the term
                       ----------

                                       42
<PAGE>

"Affiliate" has the meaning given it in Rule 12b-2 of Regulation 12B promulgated
 ---------
under the Exchange Act. All references to "$" or dollar amounts will be to
lawful currency of the United States of America.

     19.2 Further Assurances. At and after the Closing, Seller shall from time
          ------------------
to time, at the request of, and without further cost or expense to, Buyer,
execute and deliver such other instruments of assignment, conveyance and
transfer and take such other actions as may reasonably be requested in order to
more effectively consummate the transactions contemplated hereby, and Buyer
shall from time to time, at the request of, and without further cost or expense
to, Seller, execute and deliver such other instruments and take such other
actions as may reasonably be requested in order to more effectively assume the
Assumed Liabilities.

     19.3 Assignment. Neither this Agreement nor any of the rights, interests or
          ----------
obligations hereunder shall be assigned by any of the parties hereto, whether by
operation of law or otherwise; provided, however, that without releasing Buyer
                               --------  -------
from any of their obligations or liabilities hereunder (a) nothing in this
Agreement shall limit Buyer's ability to sell or transfer any or all of its
respective assets (whether by sale of stock or assets, or by merger,
consolidation or otherwise) without the consent of Seller, (b) nothing in this
Agreement shall limit Buyer's ability to assign the Stations Assets (including
the right to acquire the Stations Assets at the Closing) to any Affiliate or
subsidiary of Buyer without the consent of Seller, and (c) nothing in this
Agreement shall limit Buyer's ability to make a collateral assignment of its
rights under this Agreement to any institutional lender that provides funds to
Buyer without the consent of Seller. Seller shall execute an acknowledgment of
such assignment(s) and collateral assignments in such forms as Buyer or its
institutional lenders may from time to time reasonably request; provided,
                                                                --------
however, that Seller shall be entitled to deal exclusively with Buyer as to any
-------
matters arising under this Agreement or any of the other agreements delivered
pursuant hereto. In the event of such an assignment, the provisions of this
Agreement shall inure to the benefit of and be binding on Buyer's successors and
assigns.

     19.4 Amendments. No amendment, waiver of compliance with any provision or
          ----------
condition hereof or consent pursuant to this Agreement shall be effective unless
evidenced by an instrument in writing signed by the party against whom
enforcement of any waiver, amendment, change, extension or discharge is sought.

     19.5 Headings. The headings set forth in this Agreement are for convenience
          --------
only and will not control or affect the meaning or construction of the
provisions of this Agreement.

     19.6 Governing Law. The construction and performance of this Agreement
          -------------
shall be governed by the laws of the State of Illinois without giving effect to
the choice of law provisions thereof.

     19.7 Notices. Any notice, demand or request required or permitted to be
          -------
given under the provisions of this Agreement shall be in writing and shall be
deemed to have been duly delivered and received when electronically confirmed if
sent by telecopy; on

                                       43
<PAGE>

the date of personal delivery; on the third day after deposit in the U.S. mail
if mailed by registered or certified mail, postage prepaid and return receipt
requested; on the day after delivery to a nationally recognized overnight
courier service if sent by an overnight delivery service for next morning
delivery and shall be addressed to the following addresses (or at such other
address which party shall specify to the other party in accordance herewith):

               (a)  In the case of Seller, to:

                    Pride Communications, LLC
                    8800 Rt. 14
                    Crystal Lake, Illinois  60012
                    Attention:  James H. Hooker
                    Telecopy:  (815) 455-3329

                    With a copy to:

                    Terrence McKenna
                    Franks, Gerkin & McKenna, P.C.
                    19333 East Grant Highway, P.O. Box 5
                    Marengo, Illinois  60152
                    Telecopy:  (815) 923-2114

               (b)  In the case of Buyer:

                    NextMedia Operating, Inc.
                    6312 S. Fiddler's Green Circle
                    Suite 360E
                    Englewood, Colorado 80111
                    Attention:  Sean Stover
                    Telecopy:  (303) 694-4940

                    With a copy to:

                    Weil, Gotshal & Manges LLP
                    100 Crescent Court
                    Suite 1300
                    Dallas, Texas 75201
                    Attention:  Glenn D. West
                    Telecopy:  (214) 746-7777

                                       44
<PAGE>

                    and

                    Leibowitz and Associates, P.A.
                    Suite 1450
                    Suntrust International Center
                    One Southeast Third Avenue
                    Miami, Florida  33131-1715
                    Attention:  Matthew L. Leibowitz
                    Telecopy:  (305) 530-9417

     19.8 Schedules. The schedules and exhibits attached to this Agreement and
          ---------
the other documents delivered pursuant hereto are hereby made a part of this
Agreement as if set forth in full herein.

     19.9 Entire Agreement. This Agreement contains the entire agreement among
          ----------------
the parties hereto with respect to its subject matter and supersedes all
negotiations, prior discussions, agreements, letters of intent, and
understandings, written or oral, relating to the subject matter of this
Agreement.

     19.10 Severability. If any provision of this Agreement is held to be
           ------------
unenforceable, invalid, or void to any extent for any reason, that provision
shall remain in force and effect to the maximum extent allowable, and the
enforceability and validity of the remaining provisions of this Agreement shall
not be affected thereby.

     19.11 Counterparts. This Agreement may be executed in two or more
           ------------
counterparts, each of which will be deemed an original, but all of which
together shall constitute but one and the same instrument.

     19.12 No Third-Party Rights. Nothing in this Agreement, express or implied,
           ---------------------
shall be construed to confer upon any person, other than the parties hereto,
their successors and permitted assigns, any legal or equitable rights, remedies,
claims, obligations or liabilities under or by reason of this Agreement.

            [The Remainder of this Page Is Intentionally Left Blank.]

                                       45
<PAGE>

          IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be duly executed and delivered as of the date first above written.

                                          SELLER:

                                          PRIDE COMMUNICATIONS, LLC


                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________


                                          BUYER:

                                          NEXTMEDIA OPERATING, INC.


                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________