INFINITY BROADCASTING CORP, 8-K, 1995-09-27

INFINITY BROADCASTING CORP
8-K, 1995-09-27
RADIO BROADCASTING STATIONS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

-------------

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of earliest event
reported: September 22, 1995

INFINITY BROADCASTING CORPORATION
------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 0-14702 13-2766282
------------------------------------------------------------
(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)

600 Madison Avenue, New York, New York 10022
------------------------------------------------------------
(Address of principal (Zip Code)
executive offices)

(212) 750-6400
-------------------------------
(Registrant's telephone number)

<PAGE>

Item 5. Other Events.
------------

On September 22, 1995, Infinity Broadcasting Corporation (the
"Company") and several of its wholly-owned subsidiaries entered into an
agreement to acquire seven radio stations located in Dallas, San Francisco,
Detroit and Seattle from various entities affiliated with Alliance Broadcasting,
L.P. for $275 million, including working capital of at least $10 million (the
"Alliance Acquisition"). The radio stations are KYNG-FM and KSNN-FM in Dallas,
KFRC-FM, KFRC-AM and KYCY-FM in San Francisco, WYCD-FM in Detroit and KYCW-FM in
Seattle.

The consummation of the Alliance Acquisition is subject to certain
conditions, including approval of the Federal Communications Commission (the
"Commission"), which will require the Company to obtain temporary divestiture
waivers by the Commission of certain regulations limiting the number of radio
stations that may be owned or controlled by one entity both nationally and in a
particular market.

Item 7. Financial Statements and Exhibits.
---------------------------------

(a) Financial Statements of Business Acquired.

Reference is made to the financial statements, the report thereon and
the notes thereto commencing on page F-1 of this Current Report on Form 8-K,
which financial statements, report and notes are incorporated herein by
reference.

(b) Pro Forma Financial Information.

Reference is made to the unaudited pro forma combined financial
statements and the notes thereto contained in the Company's Registration
Statement on Form S-3 (Registration No. 33-62711) under the heading "Pro Forma
Combined Financial Statements," which pro forma combined financial statements
and notes are incorporated herein by reference.

<PAGE>

Exhibit
Number Description of Exhibit
- ------- ----------------------

2(a) Purchase Agreement, dated September 22, 1995, among each of the
entities identified in Schedule 1.0(a) thereto, Alliance
Broadcasting, L.P., each of the entities identified on Schedule
1.0(b) thereto, Infinity Broadcasting Corporation of Los Angeles
and Infinity Broadcasting Corporation, including a list of
omitted schedules and an undertaking by the Company to furnish
supplementally a copy of any such omitted schedule to the
Securities and Exchange Commission upon request.

23(a) Consent of Price Waterhouse LLP.

<PAGE>

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

INFINITY BROADCASTING CORPORATION

Dated: September 27, 1995 By /s/ Farid Suleman
----------------------
Farid Suleman
Vice President-Finance
and Chief Financial
Officer

<PAGE>

<TABLE>
INDEX TO FINANCIAL STATEMENTS
<CAPTION>
PAGE
----

<S> <C>
ALLIANCE BROADCASTING, LP CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Accountants................................................... F-2

Consolidated Balance Sheet as of December 31, 1993 and 1994 and as of June 30, 1995
(unaudited)....................................................................... F-3

Consolidated Statement of Operations for the three years ended
December 31, 1994 and for the six months ended June 30, 1994 and 1995
(unaudited)....................................................................... F-4

Consolidated Statement of Partners' Capital for the three years ended
December 31, 1994................................................................. F-5

Consolidated Statement of Cash Flows for the three years ended
December 31, 1994 and for the six months ended June 30, 1994 and 1995
(unaudited)....................................................................... F-8

Notes to Consolidated Financial Statements.......................................... F-9
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of Alliance Broadcasting, L.P.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of partners' capital and of cash flows
present fairly, in all material respects, the financial position of Alliance
Broadcasting, L.P. (Alliance) and its subsidiaries at December 31, 1993 and
1994, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of Alliance's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

Price Waterhouse LLP
San Francisco, California
March 28, 1995

F-2
<PAGE>
ALLIANCE BROADCASTING, L.P.
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
-------------------------- -----------
1993 1994 1995
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash.............................................. $ 1,848,000 $ 1,511,000 $ 1,004,000
Accounts receivable, less allowance for doubtful
accounts of $128,000, $266,000 and
$337,000(unaudited)............................. 3,807,000 8,410,000 9,310,000
Prepaid expenses and other........................ 221,000 574,000 797,000
----------- ----------- -----------
Total current assets.......................... 5,876,000 10,495,000 11,111,000
Property and equipment, net......................... 5,789,000 6,884,000 6,876,000
Intangible and other assets, net.................... 41,937,000 71,002,000 68,384,000
----------- ----------- -----------
Total assets.................................. $53,602,000 $88,381,000 $86,371,000
----------- ----------- -----------
----------- ----------- -----------
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable.................................. $ 1,018,000 $ 2,170,000 $ 2,850,000
Accrued expenses.................................. 710,000 1,677,000 1,293,000
Current portion of capital lease obligations...... 81,000 93,000 118,000
Current portion of note payable................... -- 2,000,000 6,500,000
----------- ----------- -----------
Total current liabilities..................... 1,809,000 5,940,000 10,761,000
Capital lease obligations, less current portion..... 109,000 230,000 495,000
Note payable, less current portion.................. 25,000,000 58,000,000 54,500,000
----------- ----------- -----------
Total liabilities............................. 26,918,000 64,170,000 65,756,000
----------- ----------- -----------
Commitments (Notes 5, 6 and 7)
Partners' capital:
General partner................................... -- -- --
Class A limited partners.......................... 26,684,000 19,001,000 15,918,000
Class B limited partners, net of deferred
contribution
receivable of $2,539,000, $2,539,000 and
$3,956,500 (unaudited).......................... -- -- --
Class D limited partners.......................... -- 5,210,000 4,697,000
----------- ----------- -----------
Total partners' capital....................... 26,684,000 24,211,000 20,615,000
----------- ----------- -----------
Total liabilities and partners' capital....... $53,602,000 $88,381,000 $86,371,000
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE>
ALLIANCE BROADCASTING, L.P.
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
----------------------------------------- ---------------------------
1992 1993 1994 1994 1995
----------- ----------- ----------- ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUE
Gross revenue.......... $ 6,010,000 $13,356,000 $33,288,000 $13,293,000 $ 22,399,000
Less--agency
commissions.......... (920,000) (2,143,000) (5,641,000) (2,196,000) (3,733,000)
----------- ----------- ----------- ----------- ------------
Net revenue........ 5,090,000 11,213,000 27,647,000 11,097,000 18,666,000
----------- ----------- ----------- ----------- ------------
STATION OPERATING COSTS
AND EXPENSES............. (6,675,500) (12,684,700) (24,113,000) (10,844,000) (14,691,000)
TIME BROKERAGE FEES...... (262,500) (807,300) (495,000) (495,000) --
DEPRECIATION AND
AMORTIZATION............. (1,331,000) (2,744,000) (5,426,000) (1,693,000) (3,452,000)
CORPORATE GENERAL AND
ADMINISTRATIVE EXPENSES.. (844,000) (1,366,000) (1,789,000) (739,000) (843,000)
OTHER INCOME (EXPENSE)
Interest and other
expense.............. (78,000) (981,000) (4,395,000) (1,324,000) (3,851,000)
Class C Return......... (657,000) (454,000) -- -- --
Interest and other
income............... 163,000 381,000 973,000 440,000 565,000
----------- ----------- ----------- ----------- ------------
Total other
income
(expense)...... (572,000) (1,054,000) (3,422,000) (884,000) (3,286,000)
----------- ----------- ----------- ----------- ------------
Net loss before
extraordinary
item............. (4,595,000) (7,443,000) (7,598,000) (3,558,000) (3,606,000)
EXTRAORDINARY ITEM--
REFINANCING (NOTE 4)..... -- -- (1,491,000) (1,491,000) --
----------- ----------- ----------- ----------- ------------
NET LOSS................. $(4,595,000) $(7,443,000) $(9,089,000) $(5,049,000) $ (3,606,000)
----------- ----------- ----------- ----------- ------------
----------- ----------- ----------- ----------- ------------
NET LOSS PER PARTNERSHIP
UNIT
Net loss before
extraordinary item... $ (0.42) $ (0.27) $ (0.16) $ (0.08) $ (0.07)
Extraordinary item-
refinancing.......... -- -- (0.03) (0.03) --
----------- ----------- ----------- ----------- ------------
Net loss............... $ (0.42) $ (0.27) $ (0.19) $ (0.11) $ (0.07)
----------- ----------- ----------- ----------- ------------
----------- ----------- ----------- ----------- ------------
NET LOSS ALLOCATION
General partner........ $ (123,000) $ (247,000) $ (66,000) $ (53,000) $ (10,000)
Limited partners....... (4,472,000) (7,196,000) (9,023,000) (4,996,000) (3,596,000)
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>
ALLIANCE BROADCASTING, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
CLASS D
CLASS A LIMITED CLASS B LIMITED LIMITED
GENERAL PARTNER PARTNERS PARTNERS PARTNERS
----------------- ----------------------- -------------------- -------
UNITS AMOUNT UNITS AMOUNT UNITS AMOUNT(1) UNITS
------- -------- ---------- ----------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1991............ 80,000 $ 26,000 7,700,000 $ 6,706,000 159,000 $ -- --
Capital contributions in connection with
formation of Alliance Broadcasting
Motown, L.P. ......................... 72,000 72,000 6,978,000 6,978,000 144,000
Capital contributions in connection with
formation of Armadillo Broadcasting,
L.P. ................................... 21,000 21,000 2,000,000 2,000,000 41,000
Capital contributions by Class B limited
partner and general partner............. 4,000 4,000 358,000
Net loss--initial allocation............ (46,000) (4,440,000) (109,000)
Reallocate Class B limited partner
deficit to general partner and Class A
limited partners...................... (77,000) (32,000) 109,000
------- -------- ---------- ----------- --------- --------- -------
Balance at December 31, 1992............ 177,000 $ -- 16,678,000 $11,212,000 702,000 $ -- --
------- -------- ---------- ----------- --------- --------- -------
------- -------- ---------- ----------- --------- --------- -------

AMOUNT
-----------
<S> <C>
Balance at December 31, 1991............ $ --
Capital contributions in connection with
formation of Alliance Broadcasting
Motown, L.P. .........................
Capital contributions in connection with
formation of Armadillo Broadcasting,
L.P. ...................................
Capital contributions by Class B limited
partner and general partner.............
Net loss--initial allocation............
Reallocate Class B limited partner
deficit to general partner and Class A
limited partners......................
-----------
Balance at December 31, 1992............ $ --
-----------
-----------
</TABLE>

- ------------
(1) Payment of the capital contributions related to the issuance of the Class B
limited partnership units is deferred under the terms of the partnership
agreement and is payable through recontribution of available cash flows, as
defined, otherwise distributable to the Class B limited partner (Note 7).

The accompanying notes are an integral part of these financial statements.

- continued on next page -

F-5

<PAGE>
ALLIANCE BROADCASTING, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
CLASS D
CLASS B LIMITED LIMITED
GENERAL PARTNER CLASS A LIMITED PARTNERS PARTNERS PARTNERS
------------------- ------------------------ --------------------- ------
UNITS AMOUNT UNITS AMOUNT UNITS AMOUNT(1) UNITS
------- --------- ---------- ----------- --------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992............ 177,000 $ -- 16,678,000 $11,212,000 702,000 $ -- --
Additional capital contributions related
to Alliance Broadcasting Motown,
L.P................................... 10,000 10,000 1,000,000 1,000,000 42,000
Capital contributions in connection with
formation of Alliance Broadcasting
Holdings, Inc./ Alliance Broadcasting
California, L.P. ..................... 175,000 175,000 16,668,000 16,668,000 702,000
Additional capital contributions related
to Armadillo Broadcasting, L.P. ...... 53,000 53,000 5,000,000 5,000,000 211,000
Capital contributions by Class B limited
partner and general partner............. 9,000 9,000 882,000
Net loss--initial allocation............ (74,000) (7,067,000) (302,000)
Reallocate Class B limited partner
deficit to general partner and Class A
limited partners...................... (173,000) (129,000) 302,000
------- --------- ---------- ----------- --------- --------- ------
Balance at December 31, 1993............ 424,000 $ -- 39,346,000 $26,684,000 2,539,000 $ -- --
------- --------- ---------- ----------- --------- --------- ------
------- --------- ---------- ----------- --------- --------- ------

AMOUNT
-----------
<S> <C>
Balance at December 31, 1992............ $ --
Additional capital contributions related
to Alliance Broadcasting Motown,
L.P...................................
Capital contributions in connection with
formation of Alliance Broadcasting
Holdings, Inc./ Alliance Broadcasting
California, L.P. .......................
Additional capital contributions related
to Armadillo Broadcasting, L.P. ......
Capital contributions by Class B limited
partner and general partner...........
Net loss--initial allocation............
Reallocate Class B limited partner
deficit to general partner and Class A
limited partners......................
-----------
Balance at December 31, 1993............ $ --
-----------
-----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

- continued on next page -

F-6

<PAGE>
ALLIANCE BROADCASTING, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
CLASS D
CLASS B LIMITED LIMITED
GENERAL PARTNER CLASS A LIMITED PARTNERS PARTNERS PARTNERS
------------------ ------------------------ --------------------- ---------
UNITS AMOUNT UNITS AMOUNT UNITS AMOUNT(1) UNITS
------- -------- ---------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1993.......... 424,000 $ -- 39,346,000 $26,684,000 2,539,000 $ -- --
Capital contributions in connection
with the formation of Alliance
Broadcasting Cranwell, L.P. ........ 28,000 28,000 2,800,000
Capital contributions in connection
with the formation of Alliance
Broadcasting Rainier, L.P. ......... 8,000 8,000 750,000
Additional capital contributions to
fund working capital requirements... 30,000 30,000 3,000,000
Net loss--initial allocation.......... (91,000) (7,271,000) (454,000)
Reallocate Class B limited partner and
general partner deficits to Class A
and Class D limited partners........ 25,000 (412,000) 454,000
------- -------- ---------- ----------- --------- --------- ---------
Balance at December 31, 1994.......... 490,000 $ -- 39,346,000 $19,001,000 2,539,000 $ -- 6,550,000
------- -------- ---------- ----------- --------- --------- ---------
------- -------- ---------- ----------- --------- --------- ---------

AMOUNT
-----------
<S> <C>
Balance at December 31, 1993.......... $ --
Capital contributions in connection
with the formation of Alliance
Broadcasting Cranwell, L.P. ........ 2,800,000
Capital contributions in connection
with the formation of Alliance
Broadcasting Rainier, L.P. ......... 750,000
Additional capital contributions to
fund working capital requirements... 3,000,000
Net loss--initial allocation.......... (1,273,000)
Reallocate Class B limited partner and
general partner deficits to Class A
and Class D limited partners........ (67,000)
-----------
Balance at December 31, 1994.......... $ 5,210,000
-----------
-----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-7

<PAGE>
ALLIANCE BROADCASTING, L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30
------------------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C>
1992 1993 1994 1994 1995
----------- ------------ ----------- ------------- -------------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss....................... $(4,595,000) $ (7,443,000) $(9,089,000) $ (5,049,000) $(3,606,000)
Adjustments to reconcile net
loss to net cash flows from
operating activities:
Depreciation and
amortization................ 1,331,000 2,744,000 5,426,000 1,693,000 3,452,000
Accrued interest--note
payable..................... 65,000 (65,000) -- -- --
Accrued Class C Return....... 657,000 (657,000) -- -- --
Extraordinary
item--refinancing........... -- -- 1,491,000 1,491,000 --
Change in other assets and
liabilities:
Accounts receivable, net..... (1,571,000) (2,202,000) (4,603,000) (2,320,000) (900,000)
Prepaid expenses and other
current assets.............. (1,156,000) 943,000 (353,000) (294,000) (223,000)
Accounts payable and accrued
expenses.................... 955,000 730,000 2,119,000 72,000 296,000
----------- ------------ ----------- ------------- -------------
Net cash flows from
operating activities..... (4,314,000) (5,950,000) (5,009,000) (4,407,000) (981,000)
----------- ------------ ----------- ------------- -------------
CASH FLOWS FROM INVESTING
ACTIVITIES
Capital expenditures........... (566,000) (867,000) (1,645,000) (963,000) (439,000)
Acquisition of radio station
assets and related costs..... (5,441,000) (31,642,000) (31,466,000) (31,349,000) --
----------- ------------ ----------- ------------- -------------
Net cash flows from
investing activities..... (6,007,000) (32,509,000) (33,111,000) (32,312,000) (439,000)
----------- ------------ ----------- ------------- -------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Capital contributions.......... 9,075,000 22,915,000 6,616,000 6,618,000 10,000
Reduction of other long-term
obligation................... (134,000) -- -- -- --
Proceeds from note payable, net
of deferred financing
costs........................ -- 23,210,000 56,217,000 56,386,000 1,000,000
Principal payments of note
payable...................... -- (700,000) (25,000,000) (25,000,000) --
Retirement of Class C
partnership unit............. -- (7,300,000) -- -- --
Payments of capital lease
obligations.................. -- (34,000) (50,000) (28,000) (97,000)
----------- ------------ ----------- ------------- -------------
Net cash flows from
financing activities..... 8,941,000 38,091,000 37,783,000 37,976,000 913,000
----------- ------------ ----------- ------------- -------------
Net change in cash......... (1,380,000) (368,000) (337,000) 1,257,000 (507,000)
Cash at beginning of year....... 3,596,000 2,216,000 1,848,000 1,848,000 1,511,000
----------- ------------ ----------- ------------- -------------
Cash at end of year............. $ 2,216,000 $ 1,848,000 $ 1,511,000 3,105,000 1,004,000
----------- ------------ ----------- ------------- -------------
----------- ------------ ----------- ------------- -------------
SUPPLEMENTAL CASH FLOW
DISCLOSURES
Interest paid during year...... $ 13,000 $ 452,000 $ 3,381,000 $ 640,000 $ 3,267,000
----------- ------------ ----------- ------------- -------------
----------- ------------ ----------- ------------- -------------
Payment of Class C Return
during year.................. $ -- $ 1,111,000 $ -- $ -- $ --
----------- ------------ ----------- ------------- -------------
----------- ------------ ----------- ------------- -------------
Noncash transactions:
Acquisition of property and
equipment through capital
lease obligations.......... $ 139,000 $ 85,000 $ 183,000 $ -- $ 387,000
----------- ------------ ----------- ------------- -------------
----------- ------------ ----------- ------------- -------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-8
<PAGE>
ALLIANCE BROADCASTING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. THE PARTNERSHIP AND BUSINESS OF ALLIANCE BROADCASTING, L.P.

ORGANIZATION

Alliance Broadcasting, L.P. (Alliance) was formed as a limited partnership
in January 1990 for the purpose of acquiring, developing and operating broadcast
radio stations either directly or through its subsidiaries. Its general partner
is Alliance Broadcasting, Inc., a corporation owned by John Hayes. Its Class A
and Class D limited partners are GS Alliance Partners, L. P. and Odyssey
Partners, L. P. and the Class B limited partners are John Hayes and certain
Alliance employees (Note 7). Alliance's initial term expires in November 2003.
However, the partnership agreement, as amended, provides for the term to be
extended to 2005 under certain circumstances.

MEMBERS OF CONSOLIDATED GROUP

The consolidated financial statements include the accounts of Alliance and
its subsidiaries. The broadcast subsidiaries described below each have a
subsidiary which owns the related FCC broadcast license (Note 5). All material
intercompany and interpartnership transactions have been eliminated in
consolidation. Alliance's subsidiaries include the following corporations and
limited partnerships (Alliance and such subsidiaries are collectively referred
to as the Group or Company):

Alliance Broadcasting Management, Inc. (ABMI) --ABMI is a corporation which
is wholly owned by Alliance. ABMI has a 1% general partnership interest in each
of the limited partnerships described below.

Alliance Broadcasting Dallas, L.P. (Dallas) --Dallas was formed as a limited
partnership for the purpose of acquiring from Group W Radio, Inc. (Group W) and
GWR Equity Holding, Inc. (GWR) the broadcast license and certain fixed assets of
a Dallas, Texas radio station. Alliance has a 99% Class A limited partnership
interest in Dallas and GWR had a Class C limited partnership interest which was
retired in August 1993 prior to its scheduled maturity. The gain realized on the
prepayment was not material. Dallas' term is until December 2009. In December
1991, Dallas acquired the radio station assets and a covenant not to compete for
$3,000,000 in cash and the issuance of a note payable of $700,000 and Class C
partnership unit of $7,300,000. The purchase price was allocated to the assets
acquired based upon their relative fair values as follows: property and
equipment--$786,000; noncompete agreement--$1,513,000; broadcast
license--$8,000,000. The excess of the purchase price over the fair value of the
assets acquired of $701,000 was recorded as goodwill (Note 4). This radio
station operates under the call letters "KYNG-FM." During 1993, the note payable
was repaid and the Class C partnership unit was retired.

Alliance Broadcasting Motown, L.P. (Motown) --Motown was formed as a limited
partnership for the purpose of acquiring the broadcast license and certain fixed
assets of a Detroit, Michigan radio station. Alliance has a 99% Class A limited
partnership interest in Motown. Motown's term is the earlier of the expiration
of the term of Alliance or December 2009. In September 1992, Motown acquired the
radio station assets for $4,550,000 in cash. The purchase price was allocated to
the assets acquired based upon their relative fair values as follows: property
and equipment--$993,000; broadcast license--$3,557,000. This radio station
operates under the call letters "WYCD-FM."

Armadillo Broadcasting, L.P. (Armadillo) --Armadillo was formed as a limited
partnership for the purpose of operating a radio station located in Arlington,
Texas pursuant to the terms of a time

F-9
<PAGE>
ALLIANCE BROADCASTING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1. THE PARTNERSHIP AND BUSINESS OF ALLIANCE BROADCASTING, L.P.--(CONTINUED)
brokerage agreement. Alliance has a 99% Class A limited partnership interest in
Armadillo. Armadillo's term is the earlier of the expiration of the term of
Alliance or December 2009.

Under the terms of the time brokerage agreement, Armadillo purchased
broadcast airtime of the station during the term of the agreement and the
agreement included an option whereby Armadillo could purchase the operating
assets of the station. In October 1993, Armadillo purchased the broadcast
license and certain fixed assets of this radio station for $11,000,000 in cash
and the time brokerage agreement was terminated. The purchase price was
initially allocated to the assets acquired based upon their estimated relative
fair values as follows: property and equipment--$938,000; broadcast license--
$10,000,000; goodwill--$62,000. During 1994, the allocation was revised whereby
property and equipment was reduced by $676,000, broadcast license increased by
$738,000 and goodwill decreased by $62,000. This radio station operates under
the call letters "KSNN-FM."

Alliance Broadcasting California, L.P. (ABC) --ABC was formed as a limited
partnership for the purpose of acquiring the broadcast license and certain fixed
assets of a radio station located in San Francisco, California. ABC's term is
the earlier of the expiration of Alliance or December 2013. Alliance has a 99%
Class A limited partnership interest in ABC. In August 1993, ABC acquired the
radio station assets and a covenant not to compete for $8,950,000 in cash. The
purchase price was allocated to the assets acquired based upon their relative
fair values as follows: property and equipment--$1,033,000; noncompete
agreement--$950,000; broadcast license--$6,800,000. The excess of the purchase
price over the fair value of the assets acquired of $167,000 was recorded as
goodwill (Note 4). This radio station operates under the call letters "KFRC-AM."

Alliance Broadcasting Holdings, Inc. (ABH) --ABH, a wholly owned subsidiary
of Alliance and a corporation, acquired the capital stock of an unrelated
corporation which owned and operated a San Francisco, California radio station
in August 1993 for $11,200,000 in cash. The purchase price was allocated to the
assets acquired based upon their relative fair values as follows: property and
equipment--$1,190,000; noncompete agreement--$1,200,000; broadcast
license--$8,200,000. The excess of the purchase price over the fair value of the
assets acquired of $610,000 was recorded as goodwill (Note 4). This radio
station operates under the call letters "KFRC-FM."

Alliance Broadcasting Rainier, L.P. (Rainier) --Rainier was formed as a
limited partnership for the purpose of acquiring the broadcast license and
certain fixed assets of a radio station located in Seattle, Washington. Alliance
has a 99% Class A limited partnership interest in Rainier. Rainier's term is the
earlier of the expiration of the term of Alliance or December 2013. In June
1994, Rainier acquired the radio station assets for $11,950,000 in cash. The
purchase price was allocated to the assets acquired based upon their relative
fair values as follows: property and equipment--$789,000; broadcast
license--$11,161,000. This radio station operates under the call letters
"KYCW-FM."

Alliance Broadcasting Cranwell, L.P. (Cranwell) --Cranwell was formed as a
limited partnership for the purpose of operating a radio station located in San
Francisco, California pursuant to the terms of a time brokerage agreement.
Alliance has a 99% Class A limited partnership interest in Cranwell. Cranwell's
term is the earlier of the expiration of the term of Alliance or December 2013.

Under the terms of the time brokerage agreement, Cranwell purchased
broadcast airtime during the term of the agreement and the agreement included an
option whereby Cranwell could purchase the operating assets of the station. In
June 1994, Cranwell acquired the radio station assets for $18,000,000 in cash.
Alliance acquired only the broadcast license and certain other assets and did
not acquire an on-

F-10
<PAGE>
ALLIANCE BROADCASTING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1. THE PARTNERSHIP AND BUSINESS OF ALLIANCE BROADCASTING, L.P.--(CONTINUED)
going business. Therefore, the pro forma information below excludes this
station. The purchase price was allocated to the assets acquired based upon
their relative fair values as follows: property and equipment--$234,000;
broadcast license--$17,766,000. This radio station operates under the call
letters "KYCY-FM."

UNAUDITED PRO FORMA DATA

Unaudited pro forma data for the on-going businesses acquired assuming the
above acquisitions had occurred in the year immediately preceding the
acquisition date and the beginning of the year of the acquisition date for the
three years ended December 31, 1994 is as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------
1992 1993 1994
------------ ------------ -----------
<S> <C> <C> <C>
Net revenue....................................... $ 13,162,000 $ 18,337,000 $28,544,000
Net loss before extraordinary item................ (12,530,000) (14,036,000) (9,604,000)
Pro forma net loss per partnership unit before
extraordinary item.............................. (.31) (.33) (.20)
Pro forma partnership units outstanding........... 41,068,000 42,205,000 47,987,000
</TABLE>

On September 22, 1995, a Purchase Agreement was executed between Infinity
Broadcasting Corporation and Alliance, whereby Infinity Broadcasting Corporation
will acquire radio stations KYNG-FM and KSNN-FM in Dallas, KFRC-FM, KFRC-AM, and
KYCY-FM in San Francisco, WYCD-FM in Detroit and KYCW-FM in Seattle for $275
million, including working capital of at least $10 million, at a closing date
contingent upon, among other things, approval by the Federal Communications
Commission.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INTERIM FINANCIAL DATA

The interim financial data is unaudited; however, in the opinion of
management, the interim data includes all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the results for the
interim periods. The results for the six-month period ended June 30, 1995 are
not necessarily indicative of future financial results.

REVENUE RECOGNITION

Broadcast operations derive revenue from the sale of program time and
commercial announcements to local, regional and national advertisers. Revenue is
recognized when the related programs and commercial announcements are broadcast.

BARTER TRANSACTIONS

Barter transactions are arrangements under which the stations provide
commercial air time in exchange for merchandise and services. These transactions
are recorded at the estimated fair value of the merchandise or services
received. Revenue from barter transactions is recognized as income when
advertisements are broadcast and merchandise or services received are charged to
expense when used.

F-11
<PAGE>
ALLIANCE BROADCASTING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
Barter transactions, revenue and expense, were not material in any of the years
in the three years ended December 31, 1994.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Expenditures for repairs and
maintenance are charged to expense as incurred and improvements that
significantly extend the lives of assets are capitalized. Depreciation is
provided using the straight-line method and the estimated useful lives of the
related assets as follows:

<TABLE>
<S> <C>
Studio equipment.................................. 5 years
Transmitter equipment............................. 7 years
Furniture and equipment........................... 7 years
Computer equipment and other...................... 5 years
Automobiles....................................... 5 years
Leasehold improvements............................ Term of lease or 5 years
</TABLE>

INTANGIBLE AND OTHER ASSETS

Intangible and other assets are stated at cost and amortized using the
straight-line method and the following estimated useful lives:

<TABLE>
<S> <C>
Broadcast licenses................................ 25 years
Noncompete agreements............................. Term of agreement
Organization costs................................ 5 years
Goodwill.......................................... 25 years
Deferred financing costs.......................... Term of loan
</TABLE>

Alliance evaluates intangible assets for potential impairment by analyzing
the operating results, including related cash flows, trends and prospects of its
subsidiaries, as well as comparing them to their competitors. Alliance also
takes into consideration recent acquisition patterns within the broadcast
industry, the impact of recently enacted or potential Federal Communications
Commission (FCC) rules and regulations and any other events or circumstances
which might indicate potential impairment. Based upon these evaluations,
Alliance has determined that no impairment of recorded intangible assets has
occurred.

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Group to concentration
of credit risk consist principally of accounts receivable and short-term
investments. The Group's advertising time is purchased through advertising
agencies by advertisers, in diversified industries, that are principally located
in the metropolitan areas served by the radio stations. The Group performs
ongoing credit evaluations of its customers. The Group maintains reserves for
credit losses and such losses have generally been within management's
expectations. No single advertising agency or advertiser accounted for a
significant portion of the accounts receivable balance reflected in the
consolidated balance sheet at December 31, 1993 and 1994. The Group invests
excess cash in short-term liquid investments. The Group has not incurred losses
related to these investments.

F-12
<PAGE>
ALLIANCE BROADCASTING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
STATEMENT OF CASH FLOWS

For purposes of the statement of cash flows, the Group considers all
financial instruments with an initial maturity of three months or less to be
cash equivalents.

INCOME TAXES

The individual partners are responsible for reporting of their share of the
earnings and losses of each partnership in their respective income tax returns.
Accordingly, no provision for income taxes has been made in these consolidated
financial statements related to the earnings and losses of partnerships included
in the Group.

ABMI and ABH record income taxes under the liability method. No income tax
benefit has been recorded in the consolidated financial statements related to
ABMI's net loss since it is more likely than not that such tax benefit will not
be realized. The net operating loss (NOL) carryover of ABMI at December 31, 1994
is not material.

In connection with the stock acquisition by ABH, NOLs aggregating
approximately $5,800,000 for federal and $2,500,000 for state income tax
reporting purposes were acquired. At December 31, 1994, aggregate NOLs available
for carryover related to ABH are approximately $6,400,000 for federal and
$1,200,000 for state income tax reporting purposes. These NOLs expire at various
dates from 1995 through 2009. The amount of any future NOL carryovers available
to reduce taxable income in any one year is subject to statutory limitations
based on a percentage of the purchase price for ABH and may be further limited
should there be a cumulative change in ABH's stock ownership of more than 50%
over a three year period. ABH has temporary differences that result from
differences in asset cost basis for FCC licenses and amortization expense due to
differences in amortization periods for certain other intangible assets. These
differences arose primarily from the 1993 acquisition transaction and result in
a gross deferred tax liability of approximately $3,300,000 at December 31, 1993
and 1994. This deferred tax liability is substantially offset by the acquired
and post-acquisition NOLs.

NET LOSS PER PARTNERSHIP UNIT

Net loss per partnership unit is computed using the weighted average number
of units outstanding. The number of units used in the computation of net loss
per partnership unit for the three years ended December 31, 1994 was 10,887,000
in 1992, 27,409,000 in 1993 and 47,900,000 in 1994 and for the six months ended
June 30, 1994 and 1995 was 46,892,000 and 48,925,000, respectively.

F-13
<PAGE>
ALLIANCE BROADCASTING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1993 1994
---------- ----------
<S> <C> <C>
Land...................................................... $ -- $ 101,000
Studio equipment.......................................... 2,311,000 3,095,000
Transmitter equipment..................................... 2,424,000 2,583,000
Furniture and equipment................................... 520,000 1,192,000
Computer equipment and other.............................. 489,000 701,000
Automobiles............................................... 94,000 139,000
Leasehold improvements.................................... 675,000 974,000
Construction in progress.................................. 97,000 --
---------- ----------
6,610,000 8,785,000
Less--accumulated depreciation............................ (821,000) (1,901,000)
---------- ----------
$5,789,000 $6,884,000
---------- ----------
---------- ----------
</TABLE>

Depreciation expense was $243,000, $566,000 and $1,080,000 for the years
ended December 31, 1992, 1993 and 1994, respectively. At December 31, 1993 and
1994, property and equipment included assets under capital leases of $236,000
and $419,000, respectively, with related accumulated amortization of $53,000 and
$116,000, respectively.

4. INTANGIBLE AND OTHER ASSETS

Intangible and other assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1993 1994
----------- -----------
<S> <C> <C>
Broadcast licenses..................................... $36,557,000 $66,161,000
Noncompete agreements.................................. 3,663,000 3,663,000
Goodwill, organization costs and other................. 3,232,000 4,747,000
Deferred financing costs............................... 1,790,000 3,783,000
----------- -----------
45,242,000 78,354,000
Less--accumulated amortization......................... (3,305,000) (7,352,000)
----------- -----------
$41,937,000 $71,002,000
----------- -----------
----------- -----------
</TABLE>

Amortization expense was $1,088,000, $2,178,000 and $4,346,000 for the years
ended December 31, 1992, 1993 and 1994, respectively.

The broadcast licenses represent rights granted by the FCC which expire at
seven year intervals from October 1996 through February 1998. The FCC licenses
are renewable for subsequent seven year intervals. Management anticipates
continued renewals of the FCC licenses and Alliance is amortizing the licenses
over a period of 25 years as is industry practice. The noncompete agreements
were obtained in connection with the acquisitions of radio stations and
generally have terms not exceeding three years.

F-14
<PAGE>
ALLIANCE BROADCASTING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

4. INTANGIBLE AND OTHER ASSETS--(CONTINUED)
Goodwill, organization costs and other are primarily composed of legal and
other professional fees incurred in connection with the formation of Alliance
and the acquisition of the radio station assets, including broadcast licenses.

Deferred financing costs are primarily composed of loan origination fees and
other professional fees incurred in connection with The Chase Manhattan Bank,
N.A. (Chase) Credit Agreement described below (Note 5). In connection with the
refinancing of the Company's debt in 1994 an extraordinary loss of $1,491,000
resulted. The extraordinary loss represents the unamortized portion of deferred
financing costs associated with a previous note payable to Chase (deferred
financing costs of $1,790,000, net of related accumulated amortization of
$299,000).

5. FINANCING ARRANGEMENTS

CHASE CREDIT AGREEMENT (INITIAL)

Alliance was party with Chase to a credit agreement dated August 12, 1993
(Credit Agreement) which provided for a revolving credit facility of up to
$25,000,000.

Borrowings under the Credit Agreement ($25,000,000 at December 31, 1993)
bore interest, at the election of Alliance, at prime or LIBOR plus a stated
percentage rate based on the type of loan selected by Alliance. The Credit
Agreement required Alliance to maintain interest rate protection agreements on a
notional amount of $15,000,000 in order to establish a fixed or maximum interest
rate through August 1996. The maximum interest rate was 8% through August 1994,
9% through August 1995 and 11% through August 1996. Beginning with the quarter
ended December 31, 1994, principal and interest was payable quarterly until
maturity (August 1998). Borrowings under the Credit Agreement were secured by
substantially all assets of the Group, including Alliance's ownership interest
in its subsidiaries, including the license subsidiaries (see below), and
guaranteed by its subsidiaries, including the license subsidiaries (see below).

Under the Credit Agreement, each of Alliance's broadcast subsidiaries was
required to establish a license subsidiary and to contribute its respective FCC
broadcast license to the license subsidiary.

The amounts outstanding under the Credit Agreement were repaid prior to
maturity in connection with the refinancing described below. A loss was recorded
in connection with the refinancing (Note 4).

CHASE CREDIT AGREEMENT (AMENDED)

On June 16, 1994, Alliance executed an amended and restated credit agreement
with Chase and other syndicate banks (Amended Credit Agreement) which provides
for a term loan of $50,000,000 and a revolving credit facility of $20,000,000 as
described below. The Amended Credit Agreement was amended effective December 31,
1994, to modify certain financial covenant requirements.

Borrowings under the Amended Credit Agreement ($50,000,000 term loan and
$10,000,000 revolving credit facility at December 31, 1994) bear interest, at
the election of Alliance, at prime or LIBOR plus a stated percentage rate based
on the type of loan selected by Alliance and are secured by substantially all
assets of the Group, including Alliance's ownership interest in its
subsidiaries, including the license subsidiaries, and guaranteed by its
subsidiaries, including the license subsidiaries. The Amended Credit Agreement
provides for an interest rate ceiling on up to $45,000,000 through

F-15
<PAGE>
ALLIANCE BROADCASTING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

5. FINANCING ARRANGEMENTS--(CONTINUED)
August 1996. The maximum interest rate is 8% through August 1994, 9% through
August 1995 and 11% through August 1996 on the first $15,000,000. The maximum
interest rate is 10% through June 1995 and 11% through June 1996 on the
remaining amount of up to $30,000,000.

Interest on the term loan and the revolving credit facility is payable
quarterly. Beginning with the quarter ending December 31, 1995, principal of the
term loan is payable quarterly until maturity (December 1999). The Amended
Credit Agreement permits prepayment without penalty. The Amended Credit
Agreement requires additional annual payments of principal of the term loan in
April of each year equal to 75% of excess cash flow (as defined).

Beginning with the quarter ending March 31, 1997, the amount available under
the revolving credit facility is reduced to the date of maturity (December 1999)
by $1,250,000 per quarter, increasing to $1,875,000 per quarter on March 31,
1998. Alliance is required to repay amounts outstanding under the revolving
credit facility in excess of the calculated maximum commitment amount.

The Amended Credit Agreement contains covenants which include, among others,
limitations related to debt, distributions to partners and capital expenditures.
In addition, the covenants stipulate certain financial ratios including, among
others, cash flow, debt to cash flow, debt service, fixed charges, overhead and
liquidity. Alliance was in compliance with these covenants at December 31, 1994.

Scheduled maturities of the note payable to Chase, including giving effect
to the scheduled reduction of the revolving credit facility, subsequent to
December 31, 1994 are as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- -----------------------------------------------------------------------
<S> <C>
1995............................................................... $ 2,000,000
1996............................................................... 9,000,000
1997............................................................... 12,500,000
1998............................................................... 15,000,000
1999............................................................... 21,500,000
-----------
$60,000,000
-----------
-----------
</TABLE>

6. COMMITMENTS

The Group leases office space and its transmitter towers under operating
leases which expire from 1995 through 2004. The future minimum rental
commitments required under these leases subsequent to December 31, 1994 are as
follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31, EQUIPMENT OFFICES TOWERS TOTAL
- ------------------------------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
1995............................. $ 43,000 $ 297,000 $ 812,000 $1,152,000
1996............................. 29,000 305,000 856,000 1,190,000
1997............................. 18,000 316,000 880,000 1,214,000
1998............................. 7,000 268,000 803,000 1,078,000
1999............................. 5,000 266,000 617,000 888,000
Thereafter....................... 18,000 1,259,000 1,289,000 2,566,000
--------- ---------- ---------- ----------
$ 120,000 $2,711,000 $5,257,000 $8,088,000
--------- ---------- ---------- ----------
--------- ---------- ---------- ----------
</TABLE>

F-16
<PAGE>
ALLIANCE BROADCASTING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

6. COMMITMENTS--(CONTINUED)
Aggregate rent expense for the equipment, offices and towers was $304,000,
$976,000, and $1,210,000 for the years ended December 31, 1992, 1993 and 1994,
respectively.

In addition to the above operating leases, the Group leases certain property
and equipment under capital leases through 1999. The following are future
minimum lease payments under the capital lease obligations at December 31, 1994:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- --------------------------------------------------------------------------
<S> <C>
1995.................................................................. $145,000
1996.................................................................. 134,000
1997.................................................................. 96,000
1998.................................................................. 19,000
1999.................................................................. 11,000
--------
405,000
Less--amounts representing interest..................................... (82,000)
--------
Present value of minimum lease payments............................... 323,000
Less--current portion................................................. (93,000)
--------
Noncurrent portion.................................................... $230,000
--------
--------
</TABLE>

7. PARTNERS' CAPITAL

The partnership agreement, as amended, provides for the issuance of Class B
limited partnership units to John Hayes and employees, directors or consultants.
Payment of the capital contributions related to the issuance of the Class B
limited partnership units are deferred (deferred contribution account) and are
payable through the recontribution of available cash flow (as defined) otherwise
distributable to the Class B limited partners. Upon the payment of the deferred
contribution account, the Class B limited partnership units are automatically
converted into an equal number of Class A limited partnership units. Through
December 31, 1994, no distributions of available cash flow (as defined) have
been made and no reductions have been made to the Class B limited partner
deferred contribution account.

The partnership agreement, as amended, requires the periodic issuance to
John Hayes of Class B limited partnership units such that the aggregate number
of Class B limited partnership units issued to him at a price of $1 per unit
equals the lesser of 6% of the aggregate partnership units outstanding or
2,761,183 (provided that such percentage and amount is subject to adjustment as
provided in the partnership agreement). At December 31, 1994, John Hayes had
been issued 2,538,507 Class B limited partnership units with a deferred
contribution account of $1 per unit.

In January 1995, Alliance established the Class B Unit Award Program (Plan)
under which a maximum aggregate number of Class B limited partnership units of
1,380,000 may be purchased by certain key employees of Alliance. In February and
May 1995, 945,000 Class B limited partnership units were issued to key employees
of Alliance with a deferred contribution account of $1.50 per unit. The Class B
limited partnership units held by employees are subject to repurchase at the
option of Alliance under certain conditions. The repurchase price is the fair
market value of the Class B limited partnership units for vested units and
$0.001 for non-vested units and for units repurchased upon

F-17
<PAGE>
ALLIANCE BROADCASTING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

7. PARTNERS' CAPITAL--(CONTINUED)
termination of the holders' employment for cause. For purposes of the repurchase
option, vesting generally occurs over a three-year period from the date of
issuance of the units.

In connection with the Credit Agreement, Alliance issued Series A and Series
B warrants to Chase which provided for the purchase of 3,451,479 (Series A) and
4,067,814 (Series B) Class C partnership units at an exercise price of $1 per
unit for Series A warrants and $.000001 per unit for Series B warrants. The
Series B warrants were exercisable only if an event of default, as defined,
occurred prior to March 1995. In connection with the Amended Credit Agreement,
the Series B warrants were cancelled and Series C warrants were issued to Chase
and other syndicate banks. The Series C warrants provide for the purchase of
2,771,782 Class C partnership units at an exercise price of $1 per unit. The
Series A and Series C warrants are exercisable at the option of the warrant
holder until June 30, 2003. Management believes the warrants had a nominal value
at issuance and no amounts have been recorded in these consolidated financial
statements for these warrants. Voting rights of Class C limited partnership
units are restricted to specific events as provided in the partnership
agreement, as amended. The Class D limited partnership units are convertible to
an equal number of Class A limited partnership units on or before December 31,
1995, as provided in the partnership agreement.

As of December 31, 1994 the aggregate capital contributions and the
percentage interests of each of the partners are as follows:

<TABLE>
<CAPTION>
CUMULATIVE PERCENTAGE
UNITS CONTRIBUTIONS INTEREST
---------- ------------- ----------
<S> <C> <C> <C>
GENERAL PARTNER......................................... 490,000 $ 484,000 1.0%
CLASS A LIMITED PARTNERS................................ 39,346,000 39,346,000 80.0
CLASS B LIMITED PARTNER................................. 2,539,000 -- 5.0
CLASS D LIMITED PARTNER................................. 6,550,000 6,550,000 14.0
</TABLE>

For purposes of allocating net income (loss) to the partners' capital
accounts, profits and losses are generally allocated to the partners in
proportion to their respective ownership interests. However, any allocation of
losses that results in a deficit in the capital account of the Class B limited
partners is reallocated to the general partner in an amount not to exceed the
capital account of the general partner. Loss amounts of the Class B limited
partners not allocated to the general partner as a result of this limitation are
allocated pro rata based on partnership units to each Class A and Class D
limited partner. The partnership agreement sets forth the priorities related to
the distribution of available cash flow to the partners.

F-18

Exhibit 2(a)

EXECUTION VERSION

================================================================================

PURCHASE AGREEMENT

DATED SEPTEMBER 22, 1995

BY AND AMONG

VARIOUS ALLIANCE BROADCASTING ENTITIES

AND

VARIOUS INFINITY BROADCASTING ENTITIES

================================================================================

<PAGE>

TABLE OF CONTENTS

Page
----

1. Purchase and Sale . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Purchase and Sale of Assets . . . . . . . . . . . . . . . . 1
1.2 Purchase and Sale of Shares . . . . . . . . . . . . . . . . 3
1.3 Purchase and Sale of Service Mark . . . . . . . . . . . . . 4
1.4 IBC Obligations . . . . . . . . . . . . . . . . . . . . . . 4

2. Purchase Price and Related Matters . . . . . . . . . . . . . . . . 4
2.1 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . 4
2.2 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . 5
2.2.1 Assumption by Purchasers of Station Liabilities . . . 5
2.2.2 Limitation . . . . . . . . . . . . . . . . . . . . . 5
2.3 Allocations . . . . . . . . . . . . . . . . . . . . . . . . 7

3. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

4. Representations and Warranties of Sellers . . . . . . . . . . . . 7
4.1 Organization and Authority; Capital Stock; No Subsidiaries . 7
4.2 Authorization and No Conflicts . . . . . . . . . . . . . . . 8
4.3 Financial Statements . . . . . . . . . . . . . . . . . . . . 9
4.4 Absence of Undisclosed Liabilities . . . . . . . . . . . . . 9
4.5 Absence of Changes or Events . . . . . . . . . . . . . . . . 10
4.6 Real Property . . . . . . . . . . . . . . . . . . . . . . . 10
4.7 Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.8 Patents, Trademarks, Tradenames, Service Marks and
Copyrights . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.9 FCC Licenses . . . . . . . . . . . . . . . . . . . . . . . . 11
4.10 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.11 Contracts, Commitments, Etc. . . . . . . . . . . . . . . . . 12
4.12 Litigation and Compliance with Laws . . . . . . . . . . . . 13
4.13 Personnel Information . . . . . . . . . . . . . . . . . . . 14
4.14 Tax Returns and Payments . . . . . . . . . . . . . . . . . . 14
4.15 Environmental Matters . . . . . . . . . . . . . . . . . . . 15
4.16 Affiliate Transactions . . . . . . . . . . . . . . . . . . . 16
4.17 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . 16

5. Representations and Warranties of the Purchasers and IBC. . . . . 17

<PAGE>

5.1 Organization and Authority . . . . . . . . . . . . . . . . . 17
5.2 Authorization and No Conflicts . . . . . . . . . . . . . . . 17
5.3 Qualification . . . . . . . . . . . . . . . . . . . . . . . 17
5.4 Financing . . . . . . . . . . . . . . . . . . . . . . . . . 18

6. Conditions To IBC and the Purchasers Obligations . . . . . . . . . 18
6.1 FCC Approval . . . . . . . . . . . . . . . . . . . . . . . . 18
6.2 No Injunction . . . . . . . . . . . . . . . . . . . . . . . 19
6.3 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.4 Performance of Conditions and Accuracy of Representations . 19
6.5 HSRA Compliance . . . . . . . . . . . . . . . . . . . . . . 19
6.6 No Material Adverse Change . . . . . . . . . . . . . . . . . 19
6.7 Delivery of Indemnification Escrow Agreement . . . . . . . . 19
6.8 Tender of Documents . . . . . . . . . . . . . . . . . . . . 19
6.9 Hayes Agreement . . . . . . . . . . . . . . . . . . . . . . 19
6.10 Reversal Agreement . . . . . . . . . . . . . . . . . . . . . 20
6.11 Environmental Matters . . . . . . . . . . . . . . . . . . . 20

7. Conditions to the Sellers' and ABLP's Obligations . . . . . . . . 20
7.1 FCC Approval . . . . . . . . . . . . . . . . . . . . . . . . 20
7.2 No Injunction . . . . . . . . . . . . . . . . . . . . . . . 20
7.3 Performance of Conditions and Accuracy of Representations . 20
7.4 HSRA Compliance . . . . . . . . . . . . . . . . . . . . . . 20
7.5 Indemnification Escrow Agreement . . . . . . . . . . . . . . 20
7.6 Tender of Documents . . . . . . . . . . . . . . . . . . . . 20
7.7 Reversal Agreement . . . . . . . . . . . . . . . . . . . . . 21
7.8 Torcasso Agreement . . . . . . . . . . . . . . . . . . . . . 21

8. Covenants by Sellers and ABLP . . . . . . . . . . . . . . . . . . 21
8.1 Operation of Business . . . . . . . . . . . . . . . . . . . 21
8.2 Continuation of Insurance . . . . . . . . . . . . . . . . . 23
8.3 Agreements . . . . . . . . . . . . . . . . . . . . . . . . . 23
8.4 Further Assurances . . . . . . . . . . . . . . . . . . . . . 23
8.5 Release of Liens . . . . . . . . . . . . . . . . . . . . . . 23
8.6 Certain Tax Matters . . . . . . . . . . . . . . . . . . . . 23
8.7 Notification. . . . . . . . . . . . . . . . . . . . . . . . 26
8.8 No Inconsistent Action . . . . . . . . . . . . . . . . . . . 26
8.9 Estoppel Certificates; Consents and Waivers . . . . . . . . 26
8.10 No Solicitation . . . . . . . . . . . . . . . . . . . . . . 26
8.11 Financial Statements . . . . . . . . . . . . . . . . . . . . 27

9. No Control by the Purchasers . . . . . . . . . . . . . . . . . . . 27

<PAGE>

10. Access to Information Concerning Properties and Records . . . . . 27

11. Documents Delivered and Actions Taken at the Closing . . . . . . . 28
11.1 By Sellers and ABLP . . . . . . . . . . . . . . . . . . . . 28
11.2 By IBC and the Purchasers . . . . . . . . . . . . . . . . . 29

12. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
12.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . 30
12.2 Effect of Termination . . . . . . . . . . . . . . . . . . . 31
12.3 Termination Notice . . . . . . . . . . . . . . . . . . . . . 32

13. Survival of Representations and Warranties, Covenants and
Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
13.1 Survival of Representations and Warranties, Covenants and
Agreements . . . . . . . . . . . . . . . . . . . . . . . . . 32
13.2 Sole Remedy . . . . . . . . . . . . . . . . . . . . . . . . 32
13.3 Indemnification by Sellers . . . . . . . . . . . . . . . . . 33
13.4 Indemnification by IBC . . . . . . . . . . . . . . . . . . . 33
13.5 Administration of Indemnification . . . . . . . . . . . . . 33
13.6 Limitation on Claims . . . . . . . . . . . . . . . . . . . . 34
13.7 Special Provisions Regarding Retained Liabilities . . . . . 35

14. Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . 35

15. Risk of Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . 35

16. Separate Closing for WYCD-FM . . . . . . . . . . . . . . . . . . . 36

17. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 37
17.1 FCC Applications; HSR Filing . . . . . . . . . . . . . . . . 37
17.2 Brokerage Fees . . . . . . . . . . . . . . . . . . . . . . . 37
17.3 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . 38
17.4 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 38
17.5 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . 39
17.6 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 39
17.7 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . 39
17.8 Governing Law . . . . . . . . . . . . . . . . . . . . . . . 39
17.9 Interpretation . . . . . . . . . . . . . . . . . . . . . . . 39
17.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 39
17.11 Severability . . . . . . . . . . . . . . . . . . . . . . . . 39
17.12 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . 40
17.13 Nonrecourse to General Partner . . . . . . . . . . . . . . . 40
17.14 Parties in Interest; Assignment . . . . . . . . . . . . . . 40

iii

<PAGE>

17.15 Public Announcements . . . . . . . . . . . . . . . . . . . . 41
17.16 Cooperation . . . . . . . . . . . . . . . . . . . . . . . . 41
17.17 Knowledge . . . . . . . . . . . . . . . . . . . . . . . . . 41
17.18 Bulk Sales . . . . . . . . . . . . . . . . . . . . . . . . . 41

<PAGE>

SCHEDULES
---------

Schedule 1.0(a) Sellers and Stations
Schedule 1.0(b) Purchasers and Stations
Schedule 1.1 Tangible Personal Property
Schedule 2.1(c) Indemnification Escrow Agreement
Schedule 2.2.1 Liabilities
Schedule 2.3 Allocation of Purchase Price
Schedule 4.1 Capital Stock; Subsidiaries
Schedule 4.4 Undisclosed Liabilities
Schedule 4.5 Changes Not in Ordinary Course
Schedule 4.6 Real Property
Schedule 4.7 KFRC-FM Tangible Personal Property
Schedule 4.8 Intellectual Property
Schedule 4.9 FCC Licenses
Schedule 4.10 Insurance
Schedule 4.12 Litigation
Schedule 4.13 Employee Matters
Schedule 4.14 Tax Matters
Schedule 4.16 Affiliate Transactions
Schedule 4.17 Benefit Plans
Schedule 5.3 FCC Rule Waivers
Schedule 6.9 Hayes Noncompete Agreement
Schedule 6.10 Reversal Agreement
Schedule 8.1(a) Advertising and Promotional Expenditures
Schedule 11.1(a) Bill of Sale and Assignment
Schedule 11.1(d) Opinion of Sellers' FCC Counsel
Schedule 11.1(h) Opinion of Orrick, Herrington & Sutcliffe
Schedule 11.2(b) Assumption Agreement
Schedule 11.2(e) Opinion of Purchaser's FCC Counsel
Schedule 11.2(h) Opinion of Debevoise & Plimpton

<PAGE>

PURCHASE AGREEMENT
------------------

This Purchase Agreement (the "Agreement"), made as of this 22nd
day of September, 1995 by and among each of the entities identified in
Schedule 1.0(a) hereto (such entities are referred to herein collectively
as the "Sellers"), Alliance Broadcasting, L.P., a Delaware limited
partnership ("ABLP"), each of the entities identified on Schedule 1.0(b)
hereto (such entities are referred to herein collectively as the
"Purchasers"), and Infinity Broadcasting Corporation, a Delaware
corporation ("IBC"), is made with reference to the following facts:

A. The Sellers own and operate the radio stations identified in
Schedule 1.0 hereto (such stations are referred to herein collectively as
the "Sellers' Stations"). ABLP owns all of the issued and outstanding
shares of capital stock (the "Shares") of Alliance Broadcasting Holdings,
Inc., a Delaware corporation ("Holdings") which, together with its wholly
owned subsidiary, Alliance Broadcasting Holdings II, Inc., a Delaware
corporation ("Holdings II"), owns and operates radio station KFRC-FM
("KFRC-FM") in San Francisco, California (the Sellers' Stations and KFRC-FM
are sometimes collectively referred to herein as the "Stations"). The
Sellers desire to sell all of the assets used in, useful in or incident to
the operation of the Sellers' Stations and ABLP desires to sell the Shares,
as herein provided.

B. The Purchasers desire to purchase such assets and Infinity
Broadcasting Corporation of Los Angeles, a Delaware corporation ("IBLA"),
desires to purchase the Shares as herein provided.

C. IBC desires to cause the Purchasers and IBLA to purchase
such assets and the Shares as herein provided.

It is therefore agreed as follows:

1. Purchase and Sale.
-----------------

<PAGE>

1.1 Purchase and Sale of Assets. Subject to and upon the
---------------------------
terms and conditions of this Agreement (all references herein to this
Agreement shall include the Schedules hereto), at the Closing (as defined
below), the Sellers shall sell, transfer, deliver and assign to the
Purchasers, and the Purchasers shall purchase from the Sellers, all right,
title and interest of the Sellers in and to all the assets (other than
Excluded Assets as defined below), real and personal, current and fixed,
tangible or intangible (including the business of the Sellers' Stations as
a "going concern"), required for, used in, useful in or incident to the
operation of the Sellers' Stations (together with the Service Mark defined
below, the "Assets"), which assets shall include, without limitation,
subject to changes in the ordinary course of business and as otherwise
contemplated or allowed hereunder, all right, title and interest in:

(a) All of the Sellers' rights in and to the licenses, permits
and other authorizations issued to any Sellers by any governmental
authority and used, useful or necessary in the conduct of the business
or operation of any of the Sellers' Stations, including the FCC
Licenses (as defined in Section 4.9), together with any additions
thereto (including renewals or modifications of such licenses, permits
and authorizations and applications therefor) between the date hereof
and the Closing Date, and all of the Sellers' rights in and to the
call letters relating to any of the Sellers' Stations;

(b) all of the Sellers' right, title and interest in and to all
real property, including leasehold interests and easements, used,
useful or necessary in the conduct of the business or the operation of
any of the Sellers' Stations, including the real property listed in
Schedule 4.6, together with any additions thereto between the date
------------
hereof and the Closing Date;

(c) all equipment, office furniture and fixtures, office
materials and supplies, inventory, spare parts, motor vehicles and
other tangible personal property of every kind and description, owned,
leased or held by the Sellers and used, useful or incident in the
conduct of the business or operations of any of the Sellers' Stations,
including the items listed in Schedule 1.1 (constituting the personal
------------

<PAGE>

property used by the Sellers in connection with the operation of the
Sellers' Stations on July 31, 1995), together with any replacements
thereof and additions thereto, made between the date hereof and the
Closing Date;

(d) subject to the provisions of Section 2.2 hereof, all of the
Sellers' rights under and interest in all contracts, leases, licenses,
undertakings, agreements and other arrangements listed in Schedule
--------
2.2.1 hereto, together with all of the Sellers' rights under and
-----
interest in all contracts, leases, licenses, undertakings, agreements
and other arrangements entered into or acquired by the Sellers between
the date hereof and the Closing Date in accordance with this
Agreement;

(e) all programs and programming materials of whatever form or
nature owned by the Sellers and used or intended for use on or by any
of the Sellers' Stations;

(f) all of the Sellers' rights in and to the trademarks, trade
names, service marks, franchises, copyrights, including registrations
and applications for registration of any of them, jingles, logos,
slogans, licenses, permits and privileges owned or held by the Sellers
and used in the conduct of the business and operations of the Sellers'
Stations, together with any additions thereto between the date hereof
and the Closing Date;

(g) all files, records, books of account, computer programs and
software and logs relating to the operation of the Sellers' Stations,
including, without limitation, payable records, receivable records,
invoices, statements, traffic material, programming information and
studies, technical information and engineering data, news and
advertising studies and consultants' reports, ratings reports,
marketing and demographic data, sales correspondence, lists of
advertisers, promotional materials, credit and sales reports, budgets,
financial reports and projections, sales, operating and business
plans, filings with the FCC and original executed copies of all
written contracts to be assigned hereunder;

<PAGE>

(h) all of the Sellers' rights under manufacturers' and vendors'
warranties relating to items included in the Assets and all similar
rights against third parties relating to items included in the Assets
to the extent contractually assignable; and

(i) all of the accounts receivable of the Sellers' Stations,
including trade receivables (barter) to be paid in goods or services.

Except as set forth on Schedule 1.1, the Sellers shall sell,
transfer, deliver and assign the Assets to the Purchasers free and clear of
all mortgages, pledges, liens, charges, encumbrances, security interests,
options or adverse claims of any kind, whether voluntarily incurred or
arising by operation of law or otherwise (collectively, "Claims").

"Excluded Assets" as used herein shall mean (a) cash and cash
equivalents existing at the Effective Time; (b) all insurance policies
related to the Assets; and (c) the Sellers' and Holdings' employee benefit
plans and arrangements and any related funding arrangements.

1.2 Purchase and Sale of Shares. Subject to and upon the
---------------------------
terms and conditions of this Agreement, at the Closing ABLP shall sell to
IBLA and IBLA shall purchase from ABLP, the Shares. ABLP shall sell the
Shares to IBLA free and clear of all Claims.

1.3 Purchase and Sale of Service Mark. Subject to and upon
---------------------------------
the terms and conditions of this Agreement, at the Closing ABLP shall sell
to IBC and IBC shall purchase from ABLP all right, title and interest of
ABLP to the federally registered service mark "Young Country" (the "Service
Mark"), free and clear of all Claims.

1.4 IBC Obligations. IBC shall cause each Purchaser and
---------------
IBLA to perform all obligations of such parties arising under this
Agreement.

2. Purchase Price and Related Matters.
----------------------------------

<PAGE>

2.1 Purchase Price. (a) Subject to and upon the terms and
--------------
conditions of this Agreement, at the Closing the Purchasers shall pay the
Sellers and ABLP an aggregate purchase price of TWO HUNDRED SEVENTY FIVE
MILLION DOLLARS ($275,000,000) plus any Working Capital Surplus or less any
Working Capital Deficit (each as defined below) (as adjusted, the "Purchase
Price") in cash by wire transfer of immediately available funds to bank
accounts designated by the Sellers and ABLP for the Assets and the Shares.

(b) At least two (2) business days prior to the Closing, ABLP
shall deliver a consolidated balance sheet for the Stations as of the
Closing Date which shall be prepared on an accrual basis in accordance with
generally accepted accounting principles, consistently applied (the
"Closing Balance Sheet"). The Closing Balance Sheet shall be in form and
substance reasonably satisfactory to IBC. To the extent that Working
Capital (as defined below) as shown on the Closing Balance Sheet exceeds
$10,000,000 (the "Working Capital Target"), such difference shall
constitute a "Working Capital Surplus." To the extent that Working Capital
as shown on the Closing Balance Sheet is less than the Working Capital
Target, such difference shall constitute a "Working Capital Deficit." For
purposes of this Agreement, "Working Capital" shall mean accounts
receivable (less the reserve for uncollectible accounts) plus prepaid
expenses plus security deposits less accounts payable less accrued
expenses, all as determined in accordance with generally accepted
accounting principles, consistently applied, and shall not include cash or
cash equivalents.

(c) $6,000,000 (the "Holdback") of the Purchase Price shall, at
the Closing, be deposited in escrow pursuant to an Indemnification Escrow
Agreement (the "Indemnification Escrow Agreement") substantially in the
form attached as Schedule 2.1(c).

2.2 Liabilities.
-----------

2.2.1 Assumption by Purchasers of Station Liabilities.
-----------------------------------------------
At the Closing, the Purchasers shall assume and agree to perform and
indemnify the Sellers against (a) the liabilities, obligations and
commitments of the Sellers arising and accruing after the Closing Date
under any of the leases, contracts, licenses, undertakings, agreements and
other arrangements listed in Schedule 2.2.1 hereto (collectively, the
--------------
"Contracts") that are assigned to the Purchasers pursuant to this
Agreement; (b) the liabilities, obligations and commitments of the Sellers,
Holdings and Holdings II under other leases,

<PAGE>

contracts, licenses, undertakings, agreements and other arrangements
entered into between the date of this Agreement and the Closing Date in
accordance with the terms of this Agreement; and (c) any liabilities or
obligations of the Sellers, Holdings and Holdings II to the extent (and
only to the extent) that the same are booked as an account payable or
accrued expense on the Closing Balance Sheet (collectively, the "Assumed
Liabilities").

2.2.2 Limitation. Except as set forth explicitly in
----------
Section 2.2.1, the Purchasers expressly do not, and shall not, assume or be
deemed to assume, under this Agreement or otherwise by reason of the
transactions contemplated hereby, any liabilities, obligations or
commitments of the Sellers, ABLP, Holdings or Holdings II of any nature
whatsoever. Without limiting the generality of the foregoing, the
Purchasers and IBC shall not assume or be liable for any liability,
obligation or responsibility of the Sellers, ABLP, Holdings or Holdings II
arising out of or relating to:

(a) any liabilities, obligations or commitments arising
under the Amended and Restated Credit Agreement dated as of June
16, 1994, among ABLP, various lending institutions and The Chase
Manhattan Bank, N.A., as agent;

(b) any liabilities, obligations or commitments disclosed
in Schedules 4.4 and 4.12;
----------------------

(c) any liability, obligation or commitment of any Seller,
Holdings or Holdings II, including, without limitation, any
contractual liabilities, obligations or commitments to the extent
such liability does not relate to the conduct of the business or
operations of any of the Stations;

(d) any liability, obligation or commitment of any Seller,
Holdings or Holdings II for any legal, accounting, transactional,
brokerage or other expense

<PAGE>

relating to this Agreement or the transactions contemplated
hereunder;

(e) any liability or obligation relating to Sellers' or
Holdings' employment or termination on or before the Closing Date
of employment of any person or any employee benefit plan or
arrangements of any Seller or Holdings;

(f) any liability, obligation or commitment of any Seller,
Holdings or Holdings II under any contract, agreement, lease,
license, undertaking or other agreement indicated on Schedule
2.2.1 as not being assumed by any of the Purchasers;

(g) any liability or obligation of any Seller, Holdings or
Holdings II in respect of any of the discretionary bonuses
referred to in Section 8.1(x) hereto;

(h) any liability, obligation or commitment arising from a
third party claim, the existence of which constitutes a breach of
any representation or warranty made by any Seller or ABLP in this
Agreement but only to the extent any Seller knew or should have
known of any such breach;

(i) any liability, obligation or commitment of any Seller
in respect of any claims made against any Seller by any partner
of any Seller; and

(j) any liabilities, obligations or commitments for Taxes
(whether imposed on the Sellers, ABLP, any of its partners, or
otherwise) arising with respect to the conduct of the business or
operations of any of the Stations or the ownership of the Assets
on or before the Closing Date or, except as specified in Section
-------
8.6(a)(ii) or Section 17.6, the sale of the Assets to the
---------- ------------
Purchasers, whenever such Taxes become due and payable; provided
that in no event will ABLP or any Seller be liable for any Taxes
resulting from or relating to a Section 338 election by the
Purchasers or

<PAGE>

any other action by any Purchaser following the Closing.

Notwithstanding anything in this Agreement to the contrary, the
term "Excluded Liabilities" shall also include any liability for Taxes for
which ABLP is liable pursuant to Section 8.6(a)(i).

The liabilities, obligations and commitments referred to in
subparagraphs (a) through (j) above are referred to herein collectively as
the "Excluded Liabilities". All liabilities, obligations and commitments
of the Sellers, ABLP, Holdings, or Holdings II other than the Excluded
Liabilities and the Assumed Liabilities are referred to herein collectively
as the "Retained Liabilities".

2.3 Allocations. The Purchase Price shall be allocated in
-----------
accordance with Schedule 2.3. ABLP, the Sellers and the Purchasers shall
file Internal Revenue Service Form 8594, as jointly prepared, with respect
to the Assets. The Sellers, the Purchasers and ABLP shall (with respect to
any Asset or Shares sold or acquired by such party pursuant to this
Agreement) use the respective allocations set forth on Schedule 2.3 and on
Form 8594 for all reporting purposes including, without limitation, all
matters relating to federal, state and local income and franchise taxes.

3. Closing. The closing (the "Closing") of the purchase and
-------
sale of the Assets and the Shares shall take place at the offices of
Orrick, Herrington & Sutcliffe, 666 Fifth Avenue, New York, New York
10103, at 10:00 A.M. local time on the fifth business day following
satisfaction or waiver of the conditions precedent hereunder, but not prior
to January 2, 1996 (the "Closing Date"), or at such other place and on such
other date and time as ABLP and IBC may agree upon in writing. At the
Closing, the Sellers, the Purchasers and ABLP shall deliver the documents
and take the actions referred to in Section 11 hereof.

4. Representations and Warranties of Sellers. Each Seller and
-----------------------------------------
ABLP jointly and severally represents and warrants to the Purchasers as
follows:

<PAGE>

4.1 Organization and Authority; Capital Stock; No
---------------------------------------------
Subsidiaries.
- ------------

(a) Holdings, Alliance Broadcasting Management, Inc.
("ABM") and Holdings II are corporations duly organized, validly existing
and in good standing under the laws of the State of Delaware and are
qualified to do business and in good standing in the State of California.
Each of Holdings, ABM and Holdings II has the power and authority to carry
on its business and to carry out the transactions contemplated by this
Agreement and any related agreements. Accurate and complete copies of the
Articles of Incorporation, including all amendments thereto and
restatements thereof, and bylaws of Holdings, ABM and Holdings II have been
delivered to the Purchasers. Accurate and complete copies of the corporate
minutes and the stock record book of Holdings, ABM and Holdings II have
been delivered to the Purchasers. Complete and accurate records with
respect to the issuance, transfer, redemption and cancellation of shares of
capital stock of Holdings, ABM and Holdings II are contained in the stock
record books which have been delivered to the Purchasers.

(b) Each of the Sellers and ABLP is a limited partnership
duly organized, validly existing and in good standing under the laws of the
State of Delaware and is qualified to do business and in good standing in
the state where the related Station is located. Each of the Sellers and
ABLP has the power and authority to carry on its business and to carry out
the transactions contemplated by this Agreement and any related agreements.
Accurate and complete copies of the Agreement of Limited Partnership,
including all amendments thereto and restatements thereof, of ABLP and each
Seller have been delivered to the Purchasers. Accurate and complete copies
of the minutes and the unit record book of ABLP and each Seller have been
delivered to the Purchasers. Complete and accurate records with respect to
the issuance, transfer, redemption and cancellation of units of partnership
interests are contained in the unit record book which has been delivered to
the Purchasers.

(c) The authorized capital stock of Holdings consists of
100 shares of common stock, no par value. The ten Shares constitute all of
the issued and outstanding capital stock of Holdings. The authorized
capital stock of Holdings II

<PAGE>

consists of 1,000 shares of common stock, no par value. The 100 shares of
issued and outstanding common stock of Holdings II (the "Holdings II
Shares") constitute all of the issued and outstanding capital stock of
Holdings II. ABLP owns beneficially and of record the Shares, and Holdings
II owns beneficially and of record the Holdings II Shares, in each case
free and clear of any Claims of any nature other than as specified in
Schedule 4.1. At the Closing, ABLP shall have the right to, and upon
Closing ABLP shall, sell and transfer title to the Shares to the Purchasers
free of any Claims. The Shares are duly authorized, validly issued, fully
paid and nonassessable and have been issued in compliance with all
applicable State and federal securities laws and other applicable laws.
There are no outstanding, existing or authorized subscriptions, options,
warrants, calls, rights or any other agreements of any character obligating
Holdings or Holdings II to issue any shares of its capital stock or any
securities convertible into capital stock, and there are no voting trusts
or other agreements or understandings with respect to the voting of the
Shares.

(d) None of the Sellers, Holdings or Holdings II owns or
otherwise holds any equity ownership in any corporation, association,
partnership, joint venture or other entity, except as set forth on
Schedule 4.1. None of the Sellers, Holdings or Holdings II conducts any
- ------------
business or owns any assets not directly related to the ownership and
operation of the Stations.

4.2 Authorization and No Conflicts. The execution,
------------------------------
delivery and performance of this Agreement and the transactions
contemplated hereby have been duly and validly authorized by all necessary
action on the part of each of the Sellers and ABLP, and, except for
required governmental consents specifically referred to in this Agreement,
and except also with respect to consents required in connection with the
assignment of certain agreements as set forth on Schedule 2.2.1 will not
either alone or with the giving of notice or the passage of time or both
result in any conflict with, or breach or violation of, or default under,
the partnership agreement of any of the Sellers or ABLP, the Articles of
Incorporation and By-laws of ABM, Holdings or Holdings II or any law, rule,
regulation, judgment, order, decree, mortgage, agreement, deed of trust,
license, franchise, permit, indenture or other instrument to which any of
the Sellers, ABM, Holdings, Holdings II or ABLP is a party or by

<PAGE>

which any of them is bound or any statute or regulation applicable to any
of the Sellers, ABM, Holdings, Holdings II, ABLP or any of the Stations or
require the consent or approval of any person. The execution, delivery and
performance of this Agreement will not result in the creation of any Claim
on any of the Assets or the Shares. This Agreement has been duly executed
and delivered and constitutes the legal, valid and binding obligation of
each of the Sellers and ABLP enforceable against the Sellers and ABLP in
accordance with its terms, except as the same may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditors' rights
generally or the availability of equitable remedies.

4.3 Financial Statements. Each of the Sellers and ABLP has
--------------------
delivered to the Purchasers a copy of the audited consolidated statement of
income and expense for each year in the three year period ending
December 31, 1994 and the unaudited statements for the 8-month period
ending August 31, 1995 and balance sheets at December 31, 1994 and
August 31, 1995 (collectively, the "Financial Statements"). The Financial
Statements have been and the Closing Balance Sheet will be prepared on an
accrual basis in accordance with generally accepted accounting principles
(except, with respect to the unaudited statements, for existence of
footnotes) consistent with prior periods. The Financial Statements
accurately reflect and, as of the Closing Date, the Closing Balance Sheet
will accurately reflect the books, records and accounts of the Stations in
all material respects and present fairly in all material respects the
financial condition and results of operations of the Stations as at and for
the periods indicated, subject to, with respect to the August 31, 1995
statements and the Closing Balance Sheet, year end adjustments which are
not material.

4.4 Absence of Undisclosed Liabilities. Except for
----------------------------------
liabilities (a) reflected or reserved against in the Financial Statements
or incurred in the ordinary course of business since August 31, 1995, or
(b) disclosed in Schedule 4.4, the Stations, taken as a whole, have no
material liabilities, commitments, indebtedness or obligations of any
nature, whether absolute, accrued, contingent or otherwise, and whether due
or to become due.

<PAGE>

4.5 Absence of Changes or Events. Except as disclosed in
----------------------------
Schedule 4.5, since August 31, 1995 (the "Financial Date"), the business of
the Stations has been conducted in all material respects only in the
ordinary course and each Seller has not, except in the ordinary course of
business, purchased, sold, assigned or transferred any of the Assets or the
assets of Holdings (the "KFRC-FM Assets" and, collectively with the Assets,
the "Section 4.5 Assets") or made or obligated itself in any way to make
any increase in the compensation payable to any employee of the Stations,
except for regular periodic employee raises consistent with past practice.

4.6 Real Property. (a) Schedule 4.6 contains descriptions
------------- ------------
of all of the Sellers' real property interests, including leasehold
interests and easements, necessary to conduct or used or useful in the
business or operation of any of the Stations (the "Real Property"). The
Real Property listed in Schedule 4.6 includes all real property necessary
to conduct the business and operations of the Stations as now conducted.

(b) The Sellers or Holdings own a valid and subsisting interest
as lessee under all of the leased Real Property free and clear of all
material Claims relating to any such lease, except as set forth in Schedule
4.6 and for the lessor's interest in any such lease.

(c) Any improvements to any of the Real Property owned by any
Seller or Holdings conform in all material respects to all lease
restrictions, restrictive covenants, building codes, and federal, state and
local laws, regulations and ordinances, and all of such Real Property is
zoned for the various purposes for which it is currently being used. All
such improvements are in good working condition and repair, are insurable
at standard rates, and comply in all material respects with the rules and
regulations of the FCC (as defined in Section 4.7) and all other applicable
federal, state and local statutes, ordinances, rules and regulations. All
of the transmitting towers, ground radials, guy anchors, transmitter
buildings and related improvements located on Real Property owned by the
Sellers or Holdings are located entirely on the applicable Real Property.

(d) The Sellers and Holdings have no knowledge of any pending,
threatened or contemplated action to take by eminent

<PAGE>

domain or otherwise to condemn any part of any of the Real Property.

4.7 Assets. Schedule 1.1 sets forth a list of the Sellers'
------
tangible personal property which includes all of the tangible personal
property of the Sellers, including all equipment necessary for or used in
the operation of the Sellers' Stations. Schedule 4.7 sets forth a list of
Holdings' tangible personal property which includes all of the tangible
personal property of Holdings including all equipment material to operation
of KFRC-FM. Except as specified on Schedules 1.1 and 4.7 and for
immaterial Claims, each Seller or Holdings, as applicable, has good title
to the Assets and the KFRC-FM Assets including, without limitation, all
leasehold interests applicable to the Stations, free and clear of all
Claims. All tangible personal property included in the Assets and the
KFRC-FM Assets are in a good state of repair and operating condition
subject to normal repair, maintenance and replacement. The technical
equipment constituting a part of the Section 4.5 Assets and the other
Section 4.5 Assets are in a good state of repair and operating condition
(ordinary wear and tear excepted) and comply in all material respects with
all applicable rules, regulations and policies of the Federal
Communications Commission (the "FCC"), the Communications Act (as defined
in Section 4.9), and all other applicable laws, rules, regulations and
ordinances.

The Assets and the KFRC-FM Assets include all properties and
assets necessary to conduct the business and operations of the Sellers'
Stations and KFRC-FM, respectively, as now conducted.

4.8 Patents, Trademarks, Tradenames, Service Marks and
--------------------------------------------------
Copyrights. Other than the call letters relating to each of the Stations,
- ----------
or as set forth on Schedule 4.8, there are no patents, patent applications,
trademarks, tradenames, service marks, copyright registrations or copyright
applications (collectively "Intellectual Property") owned, licensed or used
by or registered in the name of any of the Sellers, Holdings or ABLP which
apply to the Stations. To their knowledge, each of Seller and Holdings
owns, free and clear of Claims, and without infringement on the rights of
others, all right and interest in, and right and authority to use in
connection with the conduct of the business of the respective Stations as
presently conducted,

<PAGE>

all Intellectual Property used in such business and there are not
outstanding or, to the knowledge of any Seller or Holdings, threatened
judicial or adversary proceedings with respect thereto.

4.9 FCC Licenses. The Seller identified on Schedule 1.0(a)
------------
as the license holder and Holdings II validly hold all FCC licenses and
authorizations (collectively the "FCC Licenses") as are necessary to
operate the Stations as they are currently operated, all of which are set
forth on Schedule 4.9, having the expiration dates indicated therein, each
of which is in full force and effect. Each Station is being operated in
all material respects in accordance with the terms and conditions of the
FCC Licenses applicable to it and in accordance with the rules, regulations
and policies of the FCC and the Communications Act of 1934, as amended (the
"Communications Act"). No proceedings are pending or, to the knowledge of
the Sellers and Holdings, are threatened which may result in the
revocation, modification, non-renewal or suspension of any of the FCC
Licenses, the issuance of any cease and desist order or the imposition of
any material fines, forfeitures or other administrative actions by the FCC
with respect to the Stations or its operation, other than proceedings
affecting the radio broadcasting industry in general. There are not any
unsatisfied or otherwise outstanding forfeiture notices issued by the FCC
with respect to any Station or its operation.

Except as disclosed on Schedule 4.9, each of the Sellers,
ABLP, Holdings and Holdings II does not have any pending applications at
the FCC and there are no pending complaints or inquiries at the FCC
relating to the FCC Licenses or the Stations which could have a material
adverse impact on any FCC License or any Station. None of the Sellers,
ABLP, Holdings or Holdings II is a party to any proceeding or complaint at
the FCC except as disclosed on Schedule 4.9. None of the Sellers, ABLP,
Holdings or Holdings II has any reason to believe that the FCC Licenses
will not be renewed in the ordinary course, and they know of no facts
which, under the Communications Act, or the rules and regulations of the
FCC, would disqualify any of them as assignors or transferors of the FCC
Licenses. All reports and documents required since the acquisition of the
Stations by the Sellers and Holdings II to be filed with the FCC with
respect to the Stations have been filed; all material items as are
required to be placed

<PAGE>

in the Stations' local public files have been placed in such files; and all
information contained in the foregoing documents is true, complete and
correct in all material respects.

4.10 Insurance. The Sellers and Holdings have in effect
---------
with respect to the Stations the policies of insurance listed on
Schedule 4.10. Such policies are in full force and effect and all premiums
due have been paid in full.

4.11 Contracts, Commitments, Etc. Except for (i) contracts
----------------------------
or commitments for the sale of advertising time (other than those referred
to in clause (ii)) entered into in the ordinary course of business
involving not more than $25,000, (ii) trade or barter agreements entered
into after the date of this Agreement involving not more than $25,000, and
(iii) contracts or commitments (other than those referred to in clauses (i)
and (ii)) involving not more than $25,000 individually or in a series of
related agreements, (a) Schedule 2.2.1 contains a list, as of August 31,
1995 (and where oral, a summary description), of all contracts, agreements,
leases, licenses, undertakings or other arrangements, as to Holdings or
Holdings II, to which either is a party, and, as to any Sellers, affecting,
related to or arising out of the business of each of the Stations or the
Assets to which any of the Sellers is a party or by which any of them is
bound, including, without limitation, all collective bargaining agreements,
employment agreements and consulting agreements and (b) the Sellers have
delivered to the Purchasers copies of all written agreements to which any
of the Sellers, Holdings or Holdings II is a party and which are required
to be listed on Schedule 2.2.1; provided, however, that the Sellers may
amend Schedule 2.2.1 to provide a more complete list of the contracts
referred to in clause (i) above within seven (7) business days of the date
of this Agreement and shall provide copies of any such additional contracts
to the Purchasers within such time period.

Except as indicated on Schedule 2.2.1, there exists no
material default by any of the Sellers, Holdings or Holdings II or, to the
knowledge of ABLP or the Sellers, any third party, under any such contract,
agreement, lease, license or undertaking and no event, occurrence,
condition or act has occurred which, with the giving of notice, the lapse
of time or the happening of any further condition, would become a material

<PAGE>

default by any of the Sellers, Holdings or Holdings II under any such
contract, agreement, lease, license or undertaking. Except as indicated on
Schedule 2.2.1, all such contracts, agreements, leases, licenses, or
undertakings are assignable to the Purchasers by the Sellers (in the case
of the Sellers' Stations) and the Shares may be sold as contemplated in
this Agreement (in the case of Holdings) without the consent of any party
and such assignment and sale will not affect the validity or enforceability
of any of the same contracts, agreements, leases, licenses or undertakings
or cause any material change in the substantive terms thereof. All
Contracts are in full force and effect in accordance with their terms and
none of the Sellers, Holdings or Holdings II has granted any material
waivers or forbearances thereunder. The contracts, agreements, leases,
licenses, undertakings or other arrangements listed on Schedule 2.2.1
include all those necessary to conduct the business and operations of the
Stations as now conducted.

4.12 Litigation and Compliance with Laws. Except as set
-----------------------------------
forth on Schedule 4.12, there is no claim, legal action, decree, judgment,
order, arbitration or other proceeding, suit or governmental investigation
pending or to the Sellers' or ABLP's knowledge threatened against any
Station, the Assets, the KFRC-FM Assets or the Shares which, individually
or in the aggregate, is expected to have a material adverse effect on the
Section 4.5 Assets taken as a whole or the financial condition, results of
operations or business of the Stations taken as a whole or, as of the date
hereof, which seeks to enjoin or prohibit or otherwise question the
validity of any action to be taken by the Sellers or ABLP in connection
with the Agreement. None of the Sellers or Holdings is in violation of, or
in default with respect to, any order, law, rule or regulation of any
federal, state, municipal or governmental department, commission, board,
bureau, agency or instrumentality which affects the Stations, the Assets or
the KFRC-FM Assets, the violation of which or default thereunder would give
rise individually or in the aggregate to a material liability or materially
and adversely affect the Assets or the KFRC-FM Assets, taken as a whole, or
the financial condition, results of operations or business of the Stations,
taken as a whole, or give any third party the right to enjoin the
transactions contemplated by this Agreement.

<PAGE>

4.13 Personnel Information. (a) Schedule 4.13 contains a
--------------------- -------------
true and complete list of all persons employed at the Stations, and a
description of all compensation, including bonus arrangements and employee
benefit plans or arrangements, applicable to such employees. None of the
Sellers, Holdings or Holdings II is a party to any agreement, written or
oral, with salaried or non-salaried employees except as described in
Schedule 2.2.1. Holdings II does not have any employees.
- --------------

(b) None of the Sellers or Holdings is a party to any
contract or agreement with any labor organization, nor has any Seller or
Holdings agreed to recognize any union or other collective bargaining unit,
nor has any union or other collective bargaining unit been certified as
representing any of the Sellers' or Holdings' employees at any of the
Stations. None of the Sellers or Holdings has any knowledge of any
organizational effort currently being made or threatened by or on behalf of
any labor union with respect to employees of any of the Stations. There
are no unfair labor practice charges pending against any of the Sellers or
Holdings; there are no pending or, to the knowledge of any Seller or
Holdings, threatened strikes, arbitration proceedings involving labor
matters or other labor disputes affecting the Sellers or Holdings or the
Stations; and none of the Sellers or Holdings has experienced any strikes,
work stoppages or other significant labor difficulties of any nature at any
of the Stations in the past two years.

(c) The Sellers and Holdings have complied in all material
respects with all laws relating to the employment of labor, including,
without limitation, those laws relating to safety, health, wages, hours,
collective bargaining, unemployment insurance, workers' compensation, equal
employment opportunity and payment and withholding of taxes.

4.14 Tax Returns and Payments.
------------------------

(a) Except as set forth in Schedule 4.14, (i) all Tax
Returns (as defined below) with respect to Taxes (as defined below) that
are required to be filed by or with respect to Holdings or any Seller have
been (and as of the Closing Date will have been), in all material respects,
accurately prepared and duly and properly filed, (ii) all Taxes shown to be
due on the Tax Returns referred to in clause (i) and all other Taxes
payable

<PAGE>

by Holdings or any Sellers (whether or not requiring the filing of any Tax
Return) have been (and as of the Closing Date will have been) paid or
adequately provided for, (iii) none of the Tax Returns referred to in
clause (i) have been examined by the Internal Revenue Service or the
appropriate state, local or foreign taxing authority, (iv) all deficiencies
asserted or assessments made for Taxes against Holdings or any Seller have
been paid in full, (v) no issues have been raised by any taxing authority
in respect of Taxes that may be payable by Holdings or any Seller, (vi) no
extensions or waivers of statutes of limitation have been given or
requested by or with respect to any Taxes of Holdings or any Seller, and
(vii) there are no pending audits relating to Taxes of Holdings or any
Seller.

(b) No Tax is required to be withheld pursuant to Section
1445 of the Code as a result of the transfers contemplated by this
Agreement.

(c) "Taxes" shall mean all federal, state, local and
foreign taxes or similar duties or charges, including, without limitation,
income, employment, unemployment, withholding, social security, real
property, personal property, excise, sales, use and franchise taxes,
levies, assessments, imposts, duties, licenses and registration fees and
charges of any nature whatsoever, including interest, penalties and
additions with respect thereto and any interest in respect of such
additions or penalties. "Tax Returns" shall mean all returns or reports
required to be filed by or with respect to the Taxes of Holdings or any
Seller.

4.15 Environmental Matters. (a) All operations and uses of
---------------------
the owned real property listed in Schedule 4.6 and the real property leases
listed in Schedule 4.6 are in material compliance with all environmental
statutes, ordinances, regulations and orders (collectively, "Environmental
Laws"). One of the Sellers or Holdings, as applicable, has obtained all
environmental, health and safety permits necessary for the operation of the
Stations, and all such permits are in full force and effect and Sellers or
Holdings, as applicable, is in compliance with the terms and conditions of
all such permits. There are no outstanding Claims on the Sellers' or
Holdings' interest in any of such owned real property or, to the knowledge
of the Sellers or Holdings, such leased real property under any

<PAGE>

Environmental Laws. None of the Sellers or Holdings has received any
notice of, or is otherwise aware of, any administrative or judicial
investigations, proceedings or actions with respect to violations, alleged
or proven, of any Environmental Laws by any of the Sellers or Holdings or
any tenants or subtenants of any of the Sellers or Holdings, or otherwise
involving such owned real property or such leased real property or the
operations conducted on or in such owned real property or such leased real
property.

(b) To the knowledge of the Sellers and ABLP, the owned
real property and the leased real property listed on Schedule 4.6 is in
compliance with all Environmental Laws and there has been no release (nor,
to the knowledge of any Seller or Holdings, is there any substantial threat
of a release) of any hazardous substance at or from such owned real
property or such leased real property in amounts or concentrations
requiring remediation under or that would violate current Environmental
Laws. To the knowledge of the Sellers and Holdings, there are no hazardous
substances present on such owned real property and such leased real
property except for ordinary quantities of properly stored hazardous
substances found in consumer or commercial products that are used in the
normal course of broadcast station operations, including grounds and
building operation and maintenance. To the knowledge of the Sellers and
Holdings, there are no underground storage tanks, or underground piping
associated with such tanks, at such owned real property or such leased real
property.

4.16 Affiliate Transactions. Except as disclosed in
----------------------
Schedule 4.16, none of the Sellers, Holdings, Holdings II and any of their
respective partners, stockholders, officers, directors or affiliates (other
than The Goldman Sachs Group, L.P. and its affiliates) possesses, directly
or indirectly, any financial interest in, or is a partner, director,
officer or employee of, any partnership, corporation, firm, association or
business organization which is a client, supplier, customer, lessor, lessee
or competitor of any of the Stations or has a banking relationship with any
of the Stations.

4.17 Employee Benefit Plans. Except as set forth in
----------------------
Schedule 4.17, none of the Sellers nor Holdings is a party to or bound by
- -------------
any employee benefit plan within the meaning of Section 3(3) of the
Employee Retirement Income Security Act of

<PAGE>

1974, as amended ("ERISA"), whether or not such plan is otherwise exempt
from the provisions of ERISA, and no employee or spouse of an employee is
entitled to any benefits that would be payable pursuant to any such plan
solely by reason of consummation of the transactions contemplated by this
Agreement. Except pursuant to a plan or agreement listed on Schedule 4.17,
-------------
none of the Sellers nor Holdings has any fixed or contingent liability or
obligation to any person now or formerly employed at the Stations,
including, without limitation, pension or thrift plans, individual or
supplemental pension or accrued compensation arrangements, contributions to
hospitalization or other health or life insurance programs, incentive
plans, bonus arrangements and vacation, sick leave, disability, termination
and severance arrangements or policies, including workers' compensation
policies. To the knowledge of the Sellers and Holdings, the Sellers and
Holdings have in all material respects administered each plan listed on
Schedule 4.17 in accordance with all material provisions of ERISA and the
- -------------
Code, and have otherwise complied in all material respect with ERISA and
the Code. The Purchasers shall not assume or hereby become obligated to
pay any claim, debt, obligation or liability arising from or under any of
the Sellers' or Holdings' employee benefit plans, or any other employment
arrangement and all claims, debts, liabilities and obligations under such
plans and arrangements shall remain the responsibility of the Sellers and
Holdings and shall constitute Excluded Liabilities for all purposes of this
Agreement. None of the Sellers nor Holdings has ever maintained,
established or contributed to any employee benefit plan subject to section
412 of the Code or Section 302 or Title IV of ERISA.

5. Representations and Warranties of the Purchasers and IBC.
--------------------------------------------------------
IBC and each Purchaser jointly and severally represent and warrant to the
Sellers and ABLP as follows:

5.1 Organization and Authority. Each of the Purchasers and
--------------------------
IBC is a corporation duly organized, validly existing and in good standing
under the laws of its respective state of incorporation. Each Purchaser
has the power and authority to own the Assets or the Shares (as applicable)
and to carry on the business of the Stations. Each of the Purchasers and
IBC has full corporate power and authority to enter into this Agreement and
any related agreements and to carry out the transactions contemplated by
this Agreement and any related

<PAGE>

agreement.

5.2 Authorization and No Conflicts. The execution,
------------------------------
delivery and performance of this Agreement and the transactions
contemplated hereby have been duly authorized by all necessary action on
the part of each of the Purchasers and IBC. Except for required
governmental consents specifically referred to in this Agreement, the
execution, delivery and performance of this Agreement and the transactions
contemplated hereby will not, as of the Closing, either alone or with the
giving of notice or passage of time or both, result in any conflict with,
or breach or violation of, or default under, the Certificate of
Incorporation of each of the Purchasers and IBC, or any judgment, order,
decree, mortgage, agreement, deed of trust, indenture or other instrument
to which any Purchaser or IBC is a party or by which it is bound, or any
statute or regulation applicable to any Purchaser or IBC. This Agreement
has been duly executed and delivered by each of the Purchasers and IBC and
constitutes the legal, valid and binding obligation of each of the
Purchasers and IBC enforceable against them in accordance with its terms,
except as the same may be limited by applicable bankruptcy, insolvency or
similar laws affecting creditors' rights generally or the availability of
equitable remedies.

5.3 Qualification. Except as specified in Schedule 5.3,
-------------
each of the Purchasers and IBC has no knowledge of any facts which would,
upon completion of the transactions contemplated by this Agreement,
including the related financing, under present law (including the
Communications Act and present rules, regulations and policies of the FCC),
disqualify any Purchaser as an assignee of the FCC Licenses or as an owner
and/or operator of the Assets or the Stations or IBLA as an owner of the
Shares and each of the Purchasers and IBC will not take, or fail to take,
any action which any such party knows or has reason to know would cause
such disqualification. Should any facts which would cause such
disqualification become known to IBC, IBC will promptly notify ABLP in
writing thereof.

5.4 Financing. IBC will diligently and timely take, or cause to
---------
be taken, all necessary or appropriate action to obtain sufficient cash on
hand to allow the Purchasers to pay the Purchase Price, consummate the
transactions contemplated hereby and pay related fees and expenses of IBC
and the Purchasers.

<PAGE>

Nonetheless, the obligations of IBC and the Purchasers hereunder are not
subject to a contingency based on the availability or suitability of
financing.

6. Conditions To IBC and the Purchasers Obligations. The
------------------------------------------------
Purchasers' obligations to purchase the Assets and IBLA's obligation to
purchase the Shares and the obligation of IBC and the Purchasers to pay the
Purchase Price therefor shall be subject to the satisfaction of each of the
following conditions:

6.1 FCC Approval. The Final Approval (as defined below) of
------------
the FCC Application (as defined in Section 17.1) shall have been obtained
without conditions materially adverse to IBC or any of the Purchasers. It
shall not be considered a condition materially adverse to the Purchasers if
the FCC requires IBC or any of its affiliates to divest itself of a
station(s) in order to comply with the FCC's national or local ownership
rules in the manner set forth in the Purchasers' waiver requests to be
included in the FCC Application that are described on Schedule 5.3 hereof.
For purposes of this Agreement, approval of the FCC to the FCC Application
shall be considered final ("Final Approval") when the FCC or its Staff has
consented to the assignment of the FCC Licenses and the transfer of control
of Holdings II, and such consent (a) has not been reversed, stayed,
enjoined, set aside, annulled or suspended, and (b) with respect to which
(i) no requests have been timely filed for administrative or judicial
review, reconsideration, appeal or stay, and the periods provided by
statute or FCC regulations for filing any such requests and for the FCC to
set aside the action on its own motion have expired, or (ii) in the event
of such review, reconsideration or appeal, the consent or grant, as the
case may be, has been affirmed and the period provided by statute or FCC
regulations for further review, reconsideration or appeal has expired and
no timely filed requests for further review, reconsideration or appeal are
pending.

6.2 No Injunction. No order of any court or administrative
-------------
agency shall be in effect which restrains or prohibits the transactions
contemplated hereby.

6.3 Consents. All consents of any third parties to the
--------
contracts indicated in Schedule 2.2.1 as a "Consent at Closing" shall have
been obtained.

<PAGE>

6.4 Performance of Conditions and Accuracy of
-----------------------------------------
Representations. Each of the Sellers and ABLP shall have duly performed or
- ---------------
complied in all material respects with its covenants and obligations under
this Agreement to be performed prior to or at the Closing, and all of its
warranties and representations shall be true and correct in all material
respects on the Closing Date as if made on and as of the Closing Date
(except that any such representations and warranties that are made as of a
specified date shall be true and correct in all material respects as of
such date).

6.5 HSRA Compliance. The applicable waiting period under
---------------
the Hart-Scott-Rodino Antitrust Improvement Act of 1976 ("HSRA"), including
any early termination thereof as may be obtained, shall have expired.

6.6 No Material Adverse Change. Between the date hereof
--------------------------
and the Closing Date, there shall not have occurred any material adverse
change in the Section 4.5 Assets, condition (financial or otherwise),
business or results of operations of the Stations taken as a whole;
provided that the following shall not be deemed to constitute a material
adverse change for purposes of this Section 6.6: adverse effects caused by
(a) reductions in the market value of radio stations generally, including
reductions in multiples of broadcast cash flow paid for radio stations, (b)
regulatory changes or political events affecting the broadcasting industry
generally, (c) technical developments generally, (d) changes in the
financial markets, (e) general economic conditions, (f) war or armed
hostilities, or (g) calamities, disasters and acts of God.

6.7 Delivery of Indemnification Escrow Agreement.
--------------------------------------------
The Sellers and ABLP shall have executed and delivered the Indemnification
Escrow Agreement.

6.8 Tender of Documents. At the Closing, the Sellers and
-------------------
ABLP shall tender to the Purchasers properly executed sets of all of the
documents listed in Section 11.1.

6.9 Hayes Agreement. John P. Hayes, Jr. shall have
---------------
executed and delivered to IBC a noncompetition and nonsolicitation
agreement in the form of Schedule 6.9 hereto (the "Hayes Noncompete").

<PAGE>

6.10 Reversal Agreement. The Sellers and Holdings II shall
------------------
have executed and delivered to the Purchasers a Reversal Agreement in the
form of Schedule 6.10 hereto (the "Reversal Agreement"), if the Closing
occurs with respect to any of the Stations prior to the receipt of the
Final Order.

6.11 Environmental Matters. If requested by the Purchasers
---------------------
within 30 days of the date of this Agreement, an engineering firm selected
by the Purchasers shall have initiated a Phase 1 environmental study of all
real property owned by any of the Sellers or Holdings, and the Purchasers
shall be reasonably satisfied with the results thereof or with the Sellers'
remedial action in response thereto. The Purchasers shall pursue any such
study as promptly as is commercially reasonable.

7. Conditions to the Sellers' and ABLP's Obligations. The
-------------------------------------------------
Sellers' and ABLP's obligations to sell the Assets and the Shares shall be
subject to the satisfaction of each of the following conditions:

7.1 FCC Approval. The FCC shall have granted the FCC
------------
Application without conditions materially adverse to the Sellers, Holdings
and ABLP.

7.2 No Injunction. No order of any court or administrative
-------------
agency shall be in effect which restrains or prohibits the transactions
contemplated hereby.

7.3 Performance of Conditions and Accuracy of
-----------------------------------------
Representations. Each Purchaser shall have duly performed or complied in
- ---------------
all material respects with its covenants and obligations under this
Agreement to be performed prior to the Closing, and all of its
representations and warranties shall be true and correct in all material
respects on the Closing Date as if made on and as of the Closing Date
(except that any such representations and warranties that are made as of a
specified date shall be true and correct in all material respects as of
such date).

7.4 HSRA Compliance. The applicable waiting period under
---------------
the HSRA, including any early termination thereof as may be obtained, shall
have expired.

<PAGE>

7.5 Indemnification Escrow Agreement. The Purchasers and
--------------------------------
IBC shall have executed and delivered the Indemnification Escrow Agreement.

7.6 Tender of Documents. At the Closing, the Purchasers
-------------------
shall tender to the Sellers and ABLP properly executed sets of all of the
documents listed in Section 11.2.

7.7 Reversal Agreement. The Purchasers shall have executed
------------------
and delivered to the Sellers and Holdings II a Reversal Agreement, if the
Closing occurs with respect to any of the Stations prior to the receipt of
the Final Approval.

8. Covenants by Sellers and ABLP. The Sellers and ABLP hereby
-----------------------------
covenant and agree as follows:

8.1 Operation of Business.
---------------------

(a) From the date hereof and through the Closing, each
Seller shall and ABLP shall cause Holdings to:

(i) carry on the businesses and activities of the Stations,
including, without limitation, the sale of advertising time or
entering into trade or barter arrangements, in the ordinary course of
business;

(ii) pay or otherwise satisfy obligations (cash and barter)
of each Station on a basis consistent with past practices;

(iii) not incur any obligations with respect to any Station
or sell, dispose of or transfer any of the assets of any Station other
than in the ordinary course of business;

(iv) operate each Station and otherwise conduct its business
in accordance with the terms and conditions of its FCC Licenses, all
applicable rules, regulations and policies of the FCC, the statutes,
ordinances and orders of all governmental authorities having
jurisdiction over any aspect of the operation of the Station;

<PAGE>

(v) maintain the Assets and the KFRC-FM Assets in the same
condition (ordinary wear and tear excepted) as at the date hereof;

(vi) not remove or make any significant alterations to any
of the Assets (or any of the KFRC-FM Assets);

(vii) use its reasonable efforts to retain as employees the
individuals employed by each Station on the date hereof;

(viii) not waive any material right under any Contract
relating to any Station;

(ix) timely make all payments required to be paid under any
Contract to be assumed by any Purchaser when due and otherwise pay all
liabilities and satisfy all obligations within 90 days of invoice;

(x) not increase or modify, or agree to increase or modify,
the compensation, bonuses or other benefits or prerequisites for
employees of any Station, except in the ordinary course of business
consistent with past practice and except for discretionary bonuses
relating to the transactions contemplated hereby payable by ABLP;

(xi) not solicit, directly or indirectly, through any agent
or otherwise, the employment of or hire, any of the employees listed
in Schedule 4.13;

(xii) use its reasonable efforts to preserve the operations,
organization and reputation of the Stations intact, to preserve the
good will and business of the Stations' suppliers, advertisers and
others having business relations with the Stations and to continue to
conduct the financial operations of the Stations, including its credit
and collection policies, with no less effort, as in the prior conduct
in the business of the Stations;

(xiii) maintain advertising and promotional expenditures for
the Stations at the levels set forth in Schedule 8.1(a);

<PAGE>

(xiv) maintain its books and records in accordance with
generally accepted accounting principles; and

(xv) not introduce any material change with respect to the
operation of any Station including, without limitation, any material
changes in the broadcast hours or in the percentages or types of
programming broadcast by the Station or any other material change in
the Station's programming policies, except such changes in the sole
discretion of the Seller or Holdings, as applicable, exercising good
faith, as are required by the public interest.

(b) From the date hereof and through the Closing, ABLP shall
not cause Holdings to (i) amend its Certificate of Incorporation or bylaws
or enter into, agree to enter into or effect any merger or consolidation;
(ii) make any change in the number of shares of its capital stock
authorized, issued or outstanding; and grant or issue any option, warrant
or other right to purchase, or convert any obligation into, shares of its
capital stock; (iii) declare or pay any non-cash dividends; or (iv)
purchase or redeem any shares of its capital stock or any other security.

8.2 Continuation of Insurance. Until the Closing, each
-------------------------
Seller and Holdings shall continue to maintain and carry its existing
insurance as described on Schedule 4.10.

8.3 Agreements. From and after the date hereof and through
----------
the Closing, without the prior consent of IBC, none of the Sellers,
Holdings or Holdings II will (a) amend or modify any of the material terms
of any agreement listed on Schedule 2.2.1, (b) enter into any agreement
which has a term extending beyond the Closing Date and which if in
existence on the date hereof would be required to be listed on
Schedule 2.2.1 or (c) enter into agreements which, in the aggregate,
involve more than $150,000. The Sellers, Holdings or Holdings II, as the
case may be, shall promptly provide to IBC true and complete copies of all
amendments, modifications and agreements referred to in this Section 8.3.

8.4 Further Assurances. From time to time, at IBC's
------------------
request, whether on or after the Closing and without

<PAGE>

further consideration, the Sellers and ABLP shall execute and deliver or
cause to be executed and delivered such further instruments of conveyance
and transfer as the Purchasers reasonably may require to more effectively
convey and transfer to the Purchasers the Assets and the Shares.

8.5 Release of Liens. Prior to the Closing, the Sellers
----------------
and ABLP shall obtain executed releases, in suitable form for filing and
otherwise in form and substance reasonably acceptable to the Purchasers,
removing all Claims relating to the Assets and the Shares except for those
Claims specified on Schedule 1.1.

8.6 Certain Tax Matters.
-------------------

(a) Liability for Taxes and Related Matters.

(i)
Liability for Taxes. ABLP shall be liable for the Taxes of
-------------------
Holdings for any taxable year or period that ends on or before the Closing
Date and, with respect to any taxable year or period beginning before and
ending after the Closing Date, the portion of such taxable year ending on
and including the Closing Date. ABLP shall be entitled to any refund of
Taxes of Holdings received for such periods.

(ii)
IBLA shall be liable for the Taxes of Holdings for any taxable year or
period that begins after the Closing Date and, with respect to any taxable
year or period beginning before and ending after the Closing Date, the
portion of such taxable year beginning after the Closing Date (with IBLA to
be entitled to any refund of Taxes of Holdings received for such periods),
and all Taxes caused by or arising from any election pursuant to Section
338 of the Code with respect to the purchase of the Shares pursuant to this
Agreement and any Taxes assessed as a result of actions of IBLA following
the Closing.

(iii)
Taxes for Short Taxable Year. For purposes of Subsections (a)(i) and
----------------------------
(a)(ii), whenever it is necessary to determine the liability for Taxes of
Holdings for a portion of a taxable year or period that begins before and
ends after the Closing Date, the determination of the Taxes of Holdings for
the portion of the year or period ending on, and the portion of the year or
period beginning after, the Closing Date

<PAGE>

shall be determined by assuming that Holdings had a taxable year or period
which ended at the close of the Closing Date, except that exemptions,
allowances or deductions that are calculated on an annual basis, such as
the deduction for depreciation, shall be apportioned ratably on a time
basis. IBLA will be liable for any income for (or tax liability) related
to any Section 338 election or as the result of actions taken by IBLA
following the Closing. Additionally, if Holding's tax year terminates on
the date of the Closing as the result of becoming part of another
consolidated return group, IBLA will not make an election under Treasury
Reg. 1.1502-76(b)(2)(ii)(D) if to do so would increase ABLP's tax liability
under Section 8.6(a)(i).

(iv)
Adjustment to Purchase Price. Any payment by IBLA or ABLP under this
----------------------------
Section 8.6 will be an adjustment to the Purchase Price.

(v)
Tax Returns. ABLP shall file or cause to be filed when
-----------
due all Tax Returns with respect to Taxes that are required to be filed by
or with respect to Holdings for taxable years or periods ending on or
before the Closing Date and shall pay any Taxes due in respect of such Tax
Returns, and the Purchasers shall file or cause to be filed when due all
Tax Returns with respect to Taxes that are required to be filed by or with
respect to Holdings for taxable years or periods ending after the Closing
Date and shall remit any Taxes due in respect of such Tax Returns. ABLP
shall pay IBLA the Taxes for which ABLP is liable pursuant to Section
8.6(a)(i) but which are payable with Tax Returns to be filed by IBLA
pursuant to the previous sentence, upon two weeks prior notice within ten
(10) days prior to the due date for the filing of such Tax Returns.

(vi)
Contest Provisions. IBLA shall promptly notify ABLP in writing
------------------
upon receipt by IBLA, any of its affiliates or Holdings of notice of any
pending or threatened federal, state, local or foreign income or franchise
Tax audits or assessments which may materially affect the Tax liabilities
of Holdings for which ABLP would be liable pursuant to Section 8.6(a)(i).
ABLP shall have the right to represent Holdings' interests in any tax audit
or administrative or court proceeding relating to taxable periods ending on
or before the Closing Date, and to employ counsel of its choice at its
expense; provided that ABLP may not agree to settle any Tax claim in
--------
connection with any

<PAGE>

such proceeding that purports to bind Holdings or IBLA for any period
following the Closing Date without the consent of IBLA, which consent shall
not be unreasonably withheld.

ABLP shall be entitled to participate at its expense in the
defense of any Tax claim for the portion of the year or period ending on
the Closing Date which may be the subject of indemnification by ABLP
pursuant to Section 8.6(a)(i) and, with the written consent of IBLA, and at
ABLP's sole expense, may assume the entire defense of such Tax claim.
Neither IBLA nor Holdings may agree to settle any Tax claim for the portion
of the year or period ending on the Closing Date for which ABLP may be
liable under Section 8.6(a)(i) without the prior written consent of ABLP,
which consent shall not be unreasonably withheld.

(b) Assistance and Cooperation. After the Closing Date,
--------------------------
each of ABLP and the Purchasers shall:

(i)
assist (and cause their respective affiliates to assist) the other party in
preparing any Tax Returns or reports which such other party is responsible
for preparing and filing in accordance with this Section 8.6;

(ii)
cooperate fully in preparing for any audits of, or disputes with taxing
authorities regarding, any Tax Returns of Holdings;

(iii)
make available to the other and to any taxing authority as reasonably
requested all information, records and documents relating to Taxes of
Holdings;

(iv)
provide timely notice to the other in writing of any pending or threatened
tax audits or assessments of Holdings, for taxable periods for which the
other may have a liability under this Section 8.6; and

(v)
furnish the other with copies of all correspondence received from any
taxing authority in connection with any tax audit or information request
with respect to any such taxable period.

In addition, after the Closing Date each of the Sellers will
cooperate fully with the Purchasers and IBC in connection

<PAGE>

with the filing of any Tax Return or report required to be filed by any of
the Purchasers or IBC, or any tax audit or other administrative proceeding,
relating to the business or operations of the Stations or the ownership or
operation of the Assets.

8.7 Notification. (a) The Sellers, ABLP and Holdings
------------
shall notify the Purchasers of any material litigation, arbitration or
administrative proceeding pending or, to their knowledge, threatened
against any of the Sellers, ABLP, Holdings or Holdings II which challenges
the transactions contemplated hereby or which could have a material adverse
effect upon any Seller, Holdings or Holdings II or the Assets or the KFRC
Assets.

(b) Between the date of this Agreement and the Closing, the
Sellers and Holdings shall keep the Purchasers reasonably informed of all
material operational matters and business developments known to the Sellers
and Holdings with respect to the Stations and their respective markets
including any competitive changes.

8.8 No Inconsistent Action. None of the Sellers or
----------------------
Holdings shall take any action which is inconsistent with its obligations
under this Agreement or that would hinder or delay the consummation of the
transactions contemplated by this Agreement. None of the Sellers or
Holdings will take any action that would disqualify or impair any such
person as an assignor of any FCC License or licensee, owner and operator of
any of the Stations.

8.9 Estoppel Certificates; Consents and Waivers. The
-------------------------------------------
Sellers and Holdings shall use commercially reasonably efforts to obtain
estoppel certificates and consents and waivers from any landlord with
respect to the leased real property listed on Schedule 4.6 and from any
other lessor of any Section 4.5 Asset that any Purchaser requests at least
twenty (20) days before the Closing Date. Each estoppel certificate shall
identify with specificity the lease, and any amendments or modifications
thereto, and the amount of the monthly payments due thereunder, and shall
contain the landlord's or lessor's certification for the benefit of the
Purchasers that the lease is in full force and effect, that there are no
uncured defaults with respect to such lease and that the Sellers and
Holdings have been

<PAGE>

and are in full compliance with all of the Sellers' and Holdings'
obligations thereunder.

8.10 No Solicitation. Between the date of this Agreement
---------------
and the Closing, none of the Sellers or Holdings nor any affiliate thereof
shall directly or indirectly (a) solicit, initiate or encourage submission
of any proposal or offer from any person, corporation or entity relating to
any acquisition or purchase of any Station or any of the Assets or the
KFRC-FM Assets (other than the sale of assets in the ordinary course of
business consistent with past practices), or any equity interest in, any
Station, any Seller or Holdings, or (b) participate in any discussions or
negotiations regarding, or furnish to any person, corporation or entity any
information with respect to, or otherwise cooperate in any way, or assist
or participate in, facilitate or encourage, any effort or attempt by any
person, corporation or entity to do or seek any of the foregoing. The
Sellers and Holdings shall promptly notify the Purchasers in writing if any
such offer or proposal is made to it between the date of this Agreement and
the Closing.

8.11 Financial Statements. Within 20 days after the end of
--------------------
each month until the Closing Date, the Sellers shall deliver to the
Purchasers unaudited consolidating statements of revenue and operations for
the Stations for the month then ended, along with a balance sheet as of the
end of such month. Within 20 days after December 31, 1995, the Sellers
shall deliver to the Purchasers unaudited consolidating statements of
operations for the Stations for such fiscal year, and the related balance
sheets as at the end of such fiscal year. Within 90 days after December
31, 1995, the Sellers shall deliver to the Purchasers the financial
statements referred to in the foregoing sentence certified by the Sellers'
independent certified public accountant and including all adjustments made
to the Sellers' year-end audited balance sheets and related statements of
operations insofar as such adjustments relate to the Stations. All
financial statements furnished pursuant to this Section shall be true and
complete and fairly present in all material respects the financial
condition and the results of operations of the Stations as of the dates and
for the periods covered by such statements. The Sellers and Holdings shall
furnish to the Purchasers any and all other information customarily
prepared by the Sellers and

<PAGE>

Holdings concerning the financial condition of the Stations that the
Purchasers may reasonably request.

9. No Control by the Purchasers. Between the date of this
----------------------------
Agreement and the Closing Date, the Purchasers shall not directly or
indirectly control, supervise or direct, or attempt to control, supervise
or direct, the operations of the Stations, but such operations shall be the
sole responsibility and in the complete discretion of the Sellers and ABLP.

10. Access to Information Concerning Properties and Records.
-------------------------------------------------------
From the date of this Agreement until the Closing Date (or any earlier
termination of this Agreement) ABLP shall give to the Purchasers and the
Purchasers' appraisers, accountants, engineers, attorneys and other
representatives, and their lenders and prospective partners of the
Purchasers, reasonable access during normal business hours to all
properties, equipment, books, accounts, contracts and documents of or
related to the Stations, their businesses and properties, and the Assets to
the extent that doing so does not materially disrupt or interfere with the
operations of the Stations, and ABLP shall within a reasonable period of
time furnish or cause to be furnished to the Purchasers and its
representatives all existing data and information concerning the business,
properties of the Stations and the Assets as the Purchasers reasonably may
request. Without limiting the generality of the foregoing, IBC shall be
given such access to the financial records of the Stations as is necessary
for IBC to satisfy itself as to the form and substance of the Closing
Balance Sheet. All requests for information and access shall be submitted
only to Jeanette Tully or Gordon Herzog. The Purchasers will not initiate
or maintain contact with any employee of any Seller or ABLP (other than
John P. Hayes, Jr. and Rick Torcasso) without ABLP's prior consent, such
consent not to be unreasonably withheld or delayed. The Purchasers shall
keep, and shall cause their agents, attorneys, employees and
representatives to keep, confidential all information obtained by the
Purchasers with respect to the Stations. The Confidentiality Agreement
dated September 14, 1995 (the "Confidentiality Agreement") by and between
the Purchasers and ABLP shall survive and is hereby incorporated by this
reference.

<PAGE>

11. Documents Delivered and Actions Taken at the Closing.
----------------------------------------------------

11.1 By Sellers and ABLP. At the Closing, the Sellers and
-------------------
ABLP shall deliver or cause to be delivered to the Purchasers:

(a) Bills of sale and assignments substantially in the form
of Schedule 11.1(a) hereto and such other endorsements, assignments,
documents, special warranty deeds, instruments or consents as are necessary
to transfer and convey to the Purchasers title to the Assets as
contemplated by this Agreement.

(b) A certificate representing the Shares duly endorsed in
blank or, in lieu thereof, having affixed thereto a stock power executed in
blank and in proper form for transfer, with all requisite stock transfer
tax stamps, if any, affixed to such certificate.

(d) An opinion, dated the Closing Date, of FCC counsel to
the Sellers and Holdings, in the form of Schedule 11.1(d).

(e) Copies of the resolutions of the general partners of
the Sellers and ABLP certified by an authorized officer as being correct
and complete and then in full force and effect, authorizing the execution
and delivery of this Agreement, and of the agreements and instruments
called for hereunder, and the consummation of the transactions contemplated
hereby.

(f) Certificates of the Sellers and ABLP signed by the
chief executive officer certifying that the representations and warranties
of each Seller and ABLP made herein were true and correct in all material
respects as of the date of this Agreement and, except if some other date is
specifically set forth herein, are true and correct in all material
respects as of the Closing Date, and that each Seller and ABLP have
performed and complied in all material respects with all covenants and
agreements required to be performed or

<PAGE>

complied with by each Seller and ABLP on or prior to the Closing Date.

(g) A certificate, dated as of a recent date, of the
appropriate state officers as to the good standing of Holdings and Holdings
II.

(h) An opinion of Orrick, Herrington & Sutcliffe in the
form of Schedule 11.1(h).

(i) A certificate of each Seller and of ABLP, in form and
substance satisfactory to the Purchasers, and meeting the requirements of
Treasury Regulations Section 1.1445-2(b).

(j) If there is no Final Approval, a Reversal Agreement in
the form of Schedule 6.10 hereto, executed on behalf of ABLP and the
Sellers.

(k) A noncompetition agreement executed by John P. Hayes,
Jr. in the form of Schedule 6.9 hereto.

(l) Such additional information and materials as the
Purchasers shall have reasonably requested to evidence the satisfaction of
the conditions to its obligations hereunder.

11.2 By IBC and the Purchasers. At the Closing, the
-------------------------
Purchasers and IBC shall deliver to the Sellers and ABLP (or, in the case
of (b) to the Escrow Agent):

(a) Subject to Section 16, immediately available funds in
the amount of the Purchase Price less the Holdback.

(b) Immediately available funds in the amount of the
Holdback.

(c) Assumption Agreements substantially in the form of
Schedule 11.2(b) hereto relating to the liabilities agreed to be assumed by
the Purchasers pursuant to Section 2.2.1.

(d) Copies of the resolutions of the Board of Directors of
IBC and each of the Purchasers certified by the Secretary or Assistant
Secretary thereof as being correct and complete and in full force and
effect as of the Closing,

<PAGE>

authorizing IBC and each of the Purchasers to execute and deliver this
Agreement, and the agreements and instruments called for hereunder, and to
consummate the transactions contemplated hereby.

(e) A certificate of each of IBC and each of the
Purchasers, signed by the chief executive officer or chief financial
officer thereof, certifying that the representations and warranties of IBC
and each of the Purchasers made herein were true and correct in all
material respects as of the date of this Agreement and, except if some
other date is specifically set forth herein, are true and correct in all
material respects as of the Closing Date, and that the Purchasers have
performed and complied in all material respects with all covenants and
agreements required to be performed or complied with by it on or prior to
the Closing Date.

(f) An opinion, dated the Closing Date, of FCC counsel to
the Purchasers in the form of Schedule 11.2(e).

(g) If there is no Final Approval, a Reversal Agreement
executed on behalf of IBC and the Purchasers.

(h) An opinion of Debevoise & Plimpton in the form of
Schedule 11.2(h) hereto.

(i) Such additional information and materials as the
Sellers and ABLP shall have reasonably requested to evidence the
satisfaction of the conditions to its obligations hereunder.

12. Termination.
-----------

12.1 Termination. If the Closing shall not have previously
-----------
occurred, this Agreement shall terminate upon the earliest of:

(a) Written notice from the Sellers and ABLP to the
Purchasers, or from the Purchasers to the Sellers and ABLP, if either:
(i) any of the representations or warranties contained herein of the
Purchasers if such termination notice is given by the Sellers and ABLP, or
of the Sellers and ABLP if such termination notice is given by the
Purchasers, are inaccurate in any respect materially adverse to the party
giving such

<PAGE>

termination notice; or (ii) any material obligation to be performed by the
Purchasers if such termination notice is given by the Sellers and ABLP, or
by the Sellers and ABLP if such termination notice is given by the
Purchasers, is not timely performed in any material respect; and any such
inaccuracy or failure to perform has been neither cured nor satisfied
within ten (10) days after written notice nor waived in writing by the
party giving such termination notice.

(b) Written notice from the Sellers and ABLP to the
Purchasers, or from the Purchasers to the Sellers and ABLP, at any time
after June 30, 1996; provided, however, that the right to terminate this
-------- -------
Agreement under this Section 12.1(b) shall not be available to any party
whose failure to fulfill any obligation under this Agreement shall have
been the primary cause of, or resulted primarily in, the failure of the
Closing to occur on or before such date.

(c) Written notice from the Sellers and ABLP to the
Purchasers, or from the Purchasers to the Sellers and ABLP, at such time
as:

(i) the FCC denies the FCC Application or designates
it for evidentiary hearing;

(ii) the Chief of the FCC's Mass Media Bureau or other
Senior Member of the FCC's staff advises FCC counsel to the
Sellers and the Purchasers that the FCC cannot grant the FCC
Application or the waiver requests specified in Schedule 5.3
hereto, and either the Purchasers, the Sellers or ABLP, as
appropriate, do not amend the FCC Application to meet the
FCC's concerns within ten (10) business days of notice
thereof; or

(iii) legislation is enacted into law which would
prohibit the FCC from granting the waivers specified in
Schedule 5.3 hereto and the Purchasers do not amend the FCC
Application either to comply with the legislation or
otherwise to permit processing and grant of the FCC
Application within ten (10) business days of the effective
date thereof.

<PAGE>

(d) Written notice regarding the election by the Purchasers
to terminate the Agreement in accordance with Section 15.

(e) Written notice from the Purchasers to the Sellers if
any of the Stations has operated from its main broadcasting antenna at less
than one half of its full authorized effective radiated power for a period
of more than 72 consecutive hours or an aggregate of 96 hours in any
continuous seven-day period.

12.2 Effect of Termination. If this Agreement is terminated
---------------------
and the transactions contemplated hereby are not consummated as described
above, this Agreement shall become void and of no further force and effect,
except for the provisions of this Section 12.2. None of the parties hereto
shall have any liability in respect of a termination of this Agreement,
except to the extent that such termination results from a breach of any of
its representations, warranties, covenants or agreements contained in this
Agreement.

12.3 Termination Notice. Each notice given by a party
------------------
pursuant to Section 12.1 to terminate this Agreement shall specify the
subsection (and clause or clauses thereof) of Section 12.1 pursuant to
which such notice is given. If at the time a party gives a termination
notice, such party is entitled to give such notice pursuant to more than
one subsection (or clause of a subsection) of Section 12.1, the subsection
(and clause or clauses thereof) pursuant to which such notice is given and
termination is effected shall be deemed to be the subsection (and clause or
clauses thereof) specified in such notice provided that the party giving
such notice is at such time entitled to terminate this Agreement pursuant
to the specified subsection (and the specified clause or clauses thereof,
if any).

13. Survival of Representations and Warranties, Covenants and
---------------------------------------------------------
Agreements.
- ----------

13.1 Survival of Representations and Warranties, Covenants
-----------------------------------------------------
and Agreements. All representations, warranties, covenants and agreements
- --------------
contained in this Agreement shall survive the Closing; provided, however,
that the period of survival for representations and warranties shall end
three (3)

<PAGE>

years after the Closing Date (the "Survival Period"), and no claim may be
brought under this Agreement for a breach of representations and warranties
unless written notice describing in reasonable detail the nature and basis
of such claim is given on or prior to the last day of the applicable
Survival Period. In the event such a notice is so given, the right to
indemnification with respect thereto under this Article 13 shall survive
the applicable Survival Period until such claim is finally resolved and any
obligations with respect thereto are fully satisfied.

13.2 Sole Remedy. If the Closing occurs, the sole remedy of
-----------
the parties for any and all claims of the nature described in Section 13.1
shall be the indemnity set forth in this Article 13. Notwithstanding
anything else contained in this Agreement, except with respect to any
Excluded Liability, the remedies of the Purchasers and IBC under this
Article 13 shall be limited to their rights to recover up to the amount on
deposit from time to time in the Escrow Account (as defined in the
Indemnification Escrow Agreement), excluding any interest or other earnings
thereon (the "Escrow Amount") pursuant to the Indemnification Escrow
Agreement; and except with respect to any Excluded Liability, the
Purchasers and IBC shall have no right of recovery against the Sellers or
ABLP or any of their general partners, limited partners, directors,
officers, shareholders, affiliates, agents or representatives. The
Purchasers shall be entitled to recover from the indemnification escrow
established pursuant to the Indemnification Escrow Agreement to satisfy any
indemnification to which they are entitled hereunder in respect of Excluded
Liabilities.

13.3 Indemnification by Sellers. If the Closing occurs, the
--------------------------
Sellers shall indemnify and hold harmless the Purchasers and IBC and any
officer, director, partner and affiliate thereof with respect to any and
all demands, claims, actions, suits, proceedings, assessments, judgments,
costs, losses, damages, liabilities and expenses whether or not arising out
of third-party claims (including reasonable attorneys' fees and costs of
investigation) relating to or arising out of any breach or non-performance
by any of the Sellers or ABLP of any of its representations, warranties,
covenants or agreements set forth in this Agreement, any Excluded
Liabilities or any Retained Liabilities;

<PAGE>

13.4 Indemnification by IBC. If the Closing occurs, IBC
----------------------
shall indemnify and hold harmless each Seller and ABLP and any officer,
director, partner and affiliate thereof with respect to any and all
demands, claims, actions, suits, proceedings, assessments, judgments,
costs, losses, damages, liabilities and expenses (including reasonable
attorneys' fees) relating to or arising out of (a) any breach or non-
performance by any Purchaser or IBC of any of its representations,
warranties, covenants or agreements set forth in this Agreement (b) any
Assumed Liability and (c) and Retained Liabilities but only to the extent
the amount of such Retained Liabilities exceed the sum of (i) the Escrow
Amount at the time of the initial claim relating to any such Retained
Liabilities and (ii) any amounts previously disbursed therefrom in respect
of an Excluded Liability.

13.5 Administration of Indemnification. Except as otherwise
---------------------------------
provided in Section 8.9, for purposes of administering the indemnification
provisions set forth in Sections 13.3 and 13.4, the following procedure
shall apply:

(a) Whenever a claim shall arise for indemnification under
this Section, the party entitled to indemnification (the "Indemnified
Party") shall reasonably promptly give written notice to the party from
whom indemnification is sought (the "Indemnifying Party") setting forth in
reasonable detail, to the extent then available, the facts concerning the
nature of such claim and the basis upon which the Indemnified Party
believes that it is entitled to indemnification hereunder.

(b) In the event of any claim for indemnification hereunder
resulting from or in connection with any claim, action, suit or legal
proceedings by a third party, the Indemnifying Party shall be entitled, at
its sole expense, either (i) to participate therein or (ii) to assume the
entire defense thereof with counsel which is selected by it and which is
reasonably satisfactory to the Indemnified Party, provided that no
settlement shall be made without the prior written consent of the
Indemnified Party which shall not be unreasonably withheld (except that no
such consent shall be required if the claimant is entitled under the
settlement to only monetary damages to be paid solely by the Indemnifying
Party). If, however, (A) the claim,

<PAGE>

action, suit or proceeding would, if successful, result in the imposition
of damages for which the Indemnifying Party would not be solely responsible
hereunder, or (B) representation of both parties by the same counsel would
otherwise be inappropriate due to actual or potential differing interests
between them, then the Indemnifying Party shall not be entitled to assume
the entire defense and each party shall be entitled to retain counsel (in
the case of clause (A), at their own expense) who shall cooperate with one
another in defending against such action, claim or proceeding.

(c) If the Indemnifying Party does not choose to defend
against a claim, action, suit or legal proceeding by a third party, the
Indemnified Party may defend against such claim, action, suit or proceeding
in such manner as it deems appropriate or settle such action, suit or
proceeding on such terms as the Indemnified Party may deem appropriate,
provided that no settlement shall be made without the prior written consent
of the Indemnifying Party which shall not be unreasonably withheld and the
Indemnified Party shall be entitled to periodic reimbursement of expenses
incurred in connection therewith and prompt indemnification from the
Indemnifying Party, including reasonable attorneys' fees in accordance with
this Article.

(d) Failure or delay by an Indemnified Party to give a
reasonably prompt notice of any claim or claims (if given prior to
expiration of the Survival Period) shall not release, waive or otherwise
affect an Indemnifying Party's obligations with respect thereto, except to
the extent that the Indemnifying Party can demonstrate actual loss or
prejudice as a result of such failure or delay.

13.6 Limitation on Claims. In case any event shall occur
--------------------
which would otherwise entitle any party to assert a claim for
indemnification hereunder, no loss, damage or expense shall be deemed to
have been sustained by such party to the extent of (a) any tax savings
realized by such party with respect thereto, or (b) any proceeds received
by such party from any insurance policies with respect thereto.

13.7 Special Provisions Regarding Retained
-------------------------------------
Liabilities. Each of the parties hereto shall have the respective rights
- -----------
to make withdrawals from the Escrow Account

<PAGE>

with respect to Retained Liabilities in the manner set forth in the
Indemnification Escrow Agreement. None of the Sellers or ABLP will agree
to discharge, settle, compromise or otherwise consensually incur in any
manner any Retained Liability without the prior written consent of IBC,
which consent shall not be unreasonably withheld. None of IBC or the
Purchasers will agree to discharge, settle, compromise or otherwise
consensually incur in any manner any Retained Liability that would result
in any withdrawal from the Escrow Account without the prior written consent
of ABLP, which consent shall not be unreasonably withheld.

14. Employment Matters. At or prior to the Closing Time, the
------------------
Purchasers shall offer employment to all employees of the Sellers and ABLP
upon terms that are substantially comparable in all material respects to
the terms of their employment immediately prior to the Closing Time, with
coverage for any pre-existing health conditions that would have been
covered under the health plan of any Seller or Holdings, as the case may
be, in which the employee was a participant immediately prior to the
closing. All such arrangements shall be expressly conditioned upon Closing
of the transaction contemplated by this Agreement.

15. Risk of Loss. The risk of loss or damage to the Assets, the
------------
KFRC-FM Assets and the Stations prior to the Closing shall be upon the
Sellers and Holdings, as applicable. The Sellers and Holdings, as
applicable, shall repair, replace and restore any damaged or lost Asset or
KFRC-FM Asset, as the case may be, to its prior condition as soon as
possible and in no event later than the Closing; provided, however, that
-------- -------
none of the Sellers or Holdings shall have any obligation to repair,
replace or restore a damaged or lost Asset or KFRC-FM Asset, as the case
may be, that is (i) obsolete if no replacement asset is necessary or useful
for the continued operation of the applicable Station consistent with past
practice or (ii) the cost to replace or restore any such asset is less than
$50,000. If the Sellers and Holdings are unable or fail to restore or
replace a lost or damaged Asset or KFRC-FM Asset, as the case may be, prior
to the Closing and the cost of such restoration or replacement would exceed
$100,000, the Purchasers may elect (a) to terminate this Agreement pursuant
to Article 12 hereof but only (i) after providing the Sellers, Holdings or
ABLP 60 days to restore such Asset or KFRC-FM Asset or (ii) if such Asset
or KFRC-FM Asset

<PAGE>

cannot be replaced or restored within such 60 days, the Sellers or Holdings
does not offer to reimburse the Purchasers for the cost of restoring or
replacing such Asset or KFRC-FM Asset, or (b) to consummate the
transactions contemplated by this Agreement on the Closing Date, in which
event the Sellers and Holdings, as applicable, shall assign to the
Purchasers at Closing the Sellers' and Holdings', as applicable, rights
under any insurance policy or pay over to the Purchasers all proceeds of
insurance covering such asset's damage, destruction or loss. If one of the
Sellers or Holdings, as applicable, is unable or fails to restore or
replace any lost or damaged Asset or KFRC-FM Asset described above, as the
case may be, prior to the Closing Date and the cost of such restoration or
replacement would be $100,000 or less, the Sellers and Holdings, as
applicable, shall reimburse the Purchasers for the cost of restoration or
replacement of such asset. If the delay in the Closing Date under this
Section 15 would cause the Closing to fall at any time after the period
permitted by the FCC Final Approval, the Sellers, Holdings and the
Purchasers shall file an appropriate request with the FCC for an extension
of time within which to complete the Closing.

16. Separate Closing for WYCD-FM. Notwithstanding Articles 2
----------------------------
and 3 hereof, if the Closing shall not have occurred by April 1, 1996, the
parties agree that, at the Purchasers' election, there shall be two
closings as follows: (a) a closing (the "First Closing") relating to the
Shares and all of the Assets and Assumed Liabilities relating to all of the
Sellers' Stations except WYCD-FM, Detroit, Michigan (the "Non-Detroit
Assets and Liabilities), to occur on the fifth business day following
satisfaction or waiver of the conditions precedent relating to the Shares
and the Non-Detroit Assets and Liabilities for a Purchase Price of
$215,000,000.00, and the Holdback shall be $6,000,000, and the Working
Capital Target shall be $8,000,000 and shall be calculated with respect to
a First Closing balance sheet based on all of the Stations except WYCD-FM;
and (b) a closing (the "Second Closing") relating to the Assets and Assumed
Liabilities relating to WYCD-FM, Detroit, Michigan (the "Detroit Assets and
Liabilities") to occur on the fifth business day following FCC grant of a
license renewal for WYCD-FM beyond October 1, 1996, without conditions
materially adverse to the Sellers or the Purchasers, and such action
becoming a Final Approval, for a Purchase Price of $60,000,000.00, the
Holdback shall be $0 and the Working Capital Target shall be $2,000,000

<PAGE>

and shall be calculated with respect to a Second Closing balance sheet
based only on WYCD-FM. In the event that the Purchasers elect to close
following grant of the WYCD-FM renewal but prior to the related Final
Approval, the parties shall execute and deliver a Reversal Agreement
substantially in the form attached as Schedule 6.10 hereto.

Except as provided above in this Section 16, all terms and
conditions of this Agreement shall apply to both closings except that the
date referred to in Section 12.1(b) shall be changed to June 30, 1997 with
respect to the Second Closing and except that the requirement for execution
and delivery of the Hayes Noncompete shall be a condition precedent for
only the First Closing and no additional noncompete will be required in
connection with the Second Closing. All references to defined terms shall
be interpreted to apply to the First and Second Closings as appropriate.

17. Miscellaneous.
-------------

17.1 FCC Applications; HSR Filing. (a) Within five days
----------------------------
after the date of this Agreement, the parties shall duly tender for filing
with the FCC an application or applications requesting all necessary FCC
consents to the transactions contemplated by this Agreement (individually
and collectively, the "FCC Application"). The parties shall prosecute the
FCC Application in good faith and with due diligence. The Purchasers, the
Sellers, IBC and ABLP will diligently take, or fully cooperate in the
taking of, all necessary and proper steps, and provide any additional
information reasonably requested in order to obtain promptly the requested
consent and approval of the FCC Application by the FCC, provided, however,
that except for conditions associated with the waivers described in
Schedule 5.3 hereof, none of the Sellers, Holdings, Holdings II, ABLP or
the Purchasers shall have any obligations to satisfy any complainant or the
FCC by taking any steps which would have a material adverse effect upon any
Seller, ABLP or any Purchaser or upon any entity affiliated with them, but
neither the expense nor inconvenience to a party of defending against a
complaint or inquiry by the FCC shall be considered a material adverse
effect on such party. If reconsideration or judicial review is sought with
respect to the FCC Application, the party affected shall vigorously oppose
such efforts for

<PAGE>

reconsideration or judicial review. Should any Purchaser, IBC, any Seller,
Holdings, Holdings II or ABLP become aware of the facts which could
reasonably be expected to materially and adversely affect or materially
delay Final Approval of the FCC Application, such party shall promptly
notify the other parties in writing. Each party shall bear its own costs
and expenses (including the fees and disbursements of its counsel) in
connection with the preparation of the portion of the FCC Application to be
prepared by it and in connection with the processing of the FCC
Application. Any filing or grant fees imposed by the FCC shall be borne
one-half by the Purchasers and one-half by the Sellers.

(b) The parties hereto shall, within 30 days of the date of
this Agreement, comply with the notice and reporting requirements of the
HSRA and shall cooperate reasonably with each other with respect thereto.
ABLP and IBC shall, and shall cause their affiliates to, comply with any
additional requests for information by the United States Department of
Justice and the Federal Trade Commission. The filing fee under the HSRA
shall be borne one-half by the Sellers and one-half by the Purchasers.

17.2 Brokerage Fees. Each of the parties to this Agreement
--------------
shall be exclusively liable for any brokerage fees or commissions due to
any broker engaged by it. The Sellers and ABLP shall indemnify and hold
the Purchasers harmless against any claims for brokerage fees or
commissions (including all expenses and attorneys' fees) which may be
asserted against the Purchasers by any broker alleged to have been retained
by the Sellers and ABLP. The Purchasers shall indemnify and hold the
Sellers and ABLP harmless against any claims for brokerage fees or
commissions (including all expenses and attorneys' fees) which may be
asserted against the Sellers and ABLP by any broker alleged to have been
retained by the Purchasers.

17.3 Waivers. Any party may waive any default by any other
-------
party or the failure to fulfill any of the conditions of its obligations.
Any waiver must be in writing.

17.4 Notices. All notices and other communications under
-------
this Agreement shall be in writing and shall be deemed to have been duly
given only if done in one or more of the following ways: (a) on the day of
delivery if delivered

<PAGE>

personally; (b) upon receipt if mailed by certified or registered mail,
postage prepaid, return receipt requested; (c) the next business day after
deposit with an overnight air courier company guaranteeing the next day
delivery; or (d) when sent by facsimile (with a copy simultaneously sent by
personal delivery or by registered or certified mail, or overnight air
courier company, return receipt requested) at the following address and/or
facsimile telephone number (or to such person or persons or such other
address and addresses or facsimile telephone number or numbers as a party
may specify by notice pursuant to this provision):

(a) If to the Sellers or ABLP:

Alliance Broadcasting California, L.P.
2175 North California Blvd.
Suite 990
Walnut Creek, CA 94596
Attention: John P. Hayes, Jr.
Facsimile Number: (510) 256-4695

with a copy to:

Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, California 94111
Attention: Alan Talkington, Esq.
Facsimile Number: (415) 773-5759

(b) If to the Purchasers or IBC:

Infinity Broadcasting Corporation
600 Madison Avenue
New York, New York 10022
Attention: Farid Suleman
Facsimile Number: (212) 888-2959

with a copy to:

Leventhal, Senter & Lerman
2000 K Street, N.W., Suite 600
Washington, D.C. 20006
Attention: Steven Lerman

<PAGE>

Facsimile Number: (202) 293-7783

17.5 Amendments. At any time prior to the Closing Date,
----------
this Agreement may be amended, supplemented or modified by a writing signed
by the appropriate officer of the Purchasers, the Sellers and ABLP.

17.6 Expenses. Except as set forth herein, each of the
--------
parties shall bear its own legal and other expenses in connection with this
Agreement and the transactions contemplated hereby. Any sales or use or
other transfer tax shall be borne one-half by the applicable the Purchasers
and one-half by the applicable Seller or ABLP.

17.7 Entire Agreement. This Agreement and the
----------------
Confidentiality Agreement contain the entire agreement and understanding of
the parties with respect to the subject matter herein, supersedes any prior
understanding or agreement and may not be amended except by a written
agreement signed by both parties.

17.8 Governing Law. This Agreement shall be governed in
-------------
all respects, including validity, interpretation and effect, by the
internal laws of the State of New York, without regard or reference to the
rules of conflicts of law that would require the application of the law of
any other jurisdiction.

17.9 Interpretation. The section and paragraph headings
--------------
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement. For
purposes of contract interpretation, the parties agree that they are joint
authors of this document.

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

17.11 Severability. In the event that any of the
------------
provisions of this Agreement shall be held unenforceable, then the
remaining provisions shall be construed as if such unenforceable provisions
were not contained herein. Any

<PAGE>

provision of this Agreement which is unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
unenforceability without invalidating the remaining provisions hereof, and
any such unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provisions in any other jurisdiction. To the
extent permitted by applicable law, the parties hereto hereby waive any
provision of law now or hereafter in effect which renders any provision
hereof unenforceable in any respect.

17.12 Remedies. The parties hereto agree that money
--------
damages or other remedies at law would not be a sufficient or adequate
remedy for any breach or violation of, or a default under, this Agreement
by them and that, in addition to all other remedies available to them, each
of them shall be entitled to an injunction restraining such breach,
violation or default or threatened breach, violation or default and to any
other equitable relief, including specific performance, without bond or
other security being required.

17.13 Nonrecourse to General Partner. Notwithstanding any
------------------------------
provision of this Agreement, any limited partnership agreement or any
provision of any law, none of the general partners of the Sellers or ABLP
(each of which is referred to herein as the "GP"), and none of its
officers, directors, employees, shareholders or agents shall have any
liability for any of the obligations, or for any claim based thereon or
otherwise in respect thereof, or based on or in respect of this Agreement
or in any other document, agreement or instrument contemplated hereby; it
being expressly understood that all such obligations and liabilities are
nonrecourse to the GP.

17.14 Parties in Interest; Assignment. Nothing contained
-------------------------------
in this Agreement, express or implied, is intended to confer upon any
person or entity, other than the parties hereto and their permitted
assignees and the parties entitled to indemnification hereunder, any rights
or remedies under or by reason of this Agreement. No assignment of this
Agreement or any rights hereunder by the Sellers, ABLP or the Purchasers
shall be given any effect without the prior written consent of all of the
others; provided, however, that the Purchasers may, without the prior
written consent of the Sellers and ABLP, assign all of

<PAGE>

their rights hereunder to one or more entities, 100% of the interests in
which are owned directly or indirectly by IBC, except that no such
assignment shall be permitted without the written consent of the Sellers
and ABLP if such assignment would subject the FCC Application to an
additional public notice period under the rules and regulations of the FCC;
and provided that, notwithstanding any such assignment, IBC shall remain
liable to perform all obligations of the Purchasers hereunder. Subject to
the foregoing sentence, this Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
assigns.

17.15 Public Announcements. No party shall issue any news
--------------------
release or make any public announcement concerning this Agreement or any of
the transactions contemplated hereby without the advance approval thereof
by each of ABLP and IBC; provided, however, that any party may make any
-------- -------
public disclosure that it reasonably believes, upon the advice of its
outside counsel, is required by applicable Federal or state securities
laws, in which case the disclosing party shall use its reasonable best
efforts to advise the other party or parties of such disclosure as soon as
practicable and, in any event, at least concurrently with making such
disclosure. Subject to the prior sentence, the Company and Parent shall
cooperate with each other in the development and distribution of all news
releases and other public announcements with respect to this Agreement or
any of the transactions contemplated hereby.

17.16 Cooperation; Satisfaction of Conditions. The
---------------------------------------
Purchasers, the Sellers and ABLP shall cooperate fully with each other in
taking any actions, including actions to obtain the required consent of any
governmental instrumentality or any third party necessary or helpful to
accomplish the transactions contemplated by this Agreement. The
Purchasers, the Sellers and ABLP shall use diligent efforts to cause the
conditions specified in this agreement precedent to the consummation of the
transactions contemplated by this Agreement to be satisfied.

17.17 Knowledge.
---------

Whenever this Agreement makes reference to the knowledge of
(a) the Sellers, such reference shall be construed to mean the actual
knowledge of John P. Hayes, Jr., Jeanette

<PAGE>

Tully, Gordon Herzog or the General Manager of the related Station,
(b) ABLP, such reference shall be construed to mean the actual knowledge of
John P. Hayes, Jr., Jeanette Tully or Gordon Herzog and (c) Holdings and
Holdings II, such reference shall be construed to mean the actual knowledge
of John P. Hayes, Jr., Jeanette Tully, Gordon Herzog or the General Manager
of KFRC-FM.

17.18 Bulk Sales. Each of the parties hereto hereby waives
----------
compliance with any bulk sales act or similar law applicable to the
transactions contemplated hereunder and the Sellers and Holdings shall
indemnify and reimburse the Purchasers from any and all losses, damages or
liabilities sustained by any Purchaser as a result of such non-compliance.

<PAGE>

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

INFINITY BROADCASTING CORPORATION ALLIANCE BROADCASTING, L.P.

By: /s/ Farid Suleman By: Alliance Broadcasting, Inc.,
------------------------- General Partner
Name: Farid Suleman
Title: V.P. / Finance and
Chief Financial Officer

By: /s/ John P. Hayes, Jr.
-----------------------------
John P. Hayes, Jr.
President/Chief Executive Officer

INFINITY BROADCASTING CORPORATION ALLIANCE BROADCASTING DALLAS, L.P.
OF DALLAS

By: Alliance Broadcasting Management,
By: /s/ Farid Suleman Inc., General Partner
---------------------------
Name: Farid Suleman
Title: V.P. / Finance, Chief
Financial Officer and
Assistant Secretary
By: /s/ John P. Hayes, Jr.
--------------------------------
John P. Hayes, Jr.
President/Chief Executive Officer

INFINITY BROADCASTING CORPORATION ALLIANCE BROADCASTING DALLAS II, L.P.
OF LOS ANGELES

<PAGE>

INFINITY BROADCASTING CORPORATION ALLIANCE BROADCASTING CALIFORNIA, L.P.
OF SAN FRANCISCO

INFINITY BROADCASTING CORPORATION ALLIANCE BROADCASTING CALIFORNIA II,
OF MICHIGAN L.P.

INFINITY BROADCASTING CORPORATION ARMADILLO BROADCASTING, L.P.
OF WASHINGTON

<PAGE>

ARMADILLO BROADCASTING II, L.P.

By: Alliance Broadcasting Management,
Inc., General Partner