REGISTRATION RIGHTS AGREEMENT

         This  REGISTRATION  RIGHTS  AGREEMENT dated as of October 8, 1998 (this
"Agreement"), among Clear Channel Communications, Inc., a Texas corporation (the
"Issuer"), and the Holders (as defined herein).

         WHEREAS,  this  Agreement is being entered into in connection  with the
closing under the Merger Agreement referred to below.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
promises,  representations,   warranties,  covenants  and  agreements  contained
herein,  the parties  hereto,  intending to be legally  bound  hereby,  agree as
follows:


                                    ARTICLE 1
                                   DEFINITIONS

         Section 1.1  Definitions.  Terms  defined in the  Agreement and Plan of
Merger, dated as of October 8, 1998 (the "Merger Agreement"),  among the Issuer,
CCU Merger Sub,  Inc., a Delaware  corporation  wholly owned by the Issuer,  and
Jacor  Communications,  Inc., a Delaware  corporation (the "Company"),  are used
herein as defined  therein.  In addition,  the following  terms, as used herein,
shall have the following respective meanings:

         "Commission" means the Securities and Exchange Commission or any
successor governmental body or agency.

         "Common Stock" means the common stock, par value $.10 per share, of the
Issuer.

         "Demand Registration" has the meaning ascribed thereto in 
Section 2.2(a).

         "Demand Request" has the meaning ascribed thereto in Section 2.2(a).

         "Disadvantageous Condition" has the meaning ascribed thereto in 
Section 2.4.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Holder" means a Person who owns  Registrable  Securities and is either
(i) an Investor or (ii) a Person that (A) has agreed to be bound by the terms of
this  Agreement  as if such Person were an Investor  and (B) is (x) a general or
limited  partner or limited  liability  company member,  as  appropriate,  of an
Investor that has received  Registrable  Securities pursuant to the distribution
to such Person of  Registrable  Securities in  accordance  with the agreement of
limited or  general  partnership  or limited  liability  company  agreement,  as
appropriate,  governing the rights of such Persons, (y) an individual that has a
direct or indirect equity interest in a general partner,  a limited partner or a
limited  liability  company  member of an Investor and has received  Registrable
Securities  directly  or  indirectly  from such  Investor  or (z) any  financial
institution  that has received  Registrable  Securities  pursuant to a bona fide
pledge thereof by any Holder referred to in the preceding clauses (x) or (y).

         "Investor" means any of the following:  (i) Zell/Chilmark Fund, L.P., a
Delaware  limited  partnership,   (ii)  Samstock,  L.L.C.,  a  Delaware  limited
liability company,  (iii) SZ2 (IGP) Partnership,  Illinois general  partnership,
and (iv) Samuel Zell.

         "Permitted  Holder"  means  each of the  Zell  Holders'  Agent  (or one
representative  of the Zell Holders that (x) is  designated by Zell Holders that
hold a  majority  of the  Registrable  Securities  proposed  to be  sold by Zell
Holders in the  applicable  offering  and (y) is  reasonably  acceptable  to the
Issuer).

         "Registrable  Securities"  means Common  Stock  acquired by the Holders
pursuant to the Merger (and any shares of stock or other  securities  into which
or for which such Common Stock may hereafter be changed,  converted or exchanged
and any other  shares or  securities  issued to Holders of such Common Stock (or
such shares of stock or other securities into which or for which such shares are
so  changed,   converted  or  exchanged)   upon  any   reclassification,   share
combination,   share  subdivision,   share  dividend,  share  exchange,  merger,
consolidation  or  similar  transaction  or  event)  or  otherwise.  As  to  any
particular Registrable Securities, such Registrable Securities shall cease to be
Registrable Securities as soon as (i) such Registrable Securities have been sold
or otherwise  disposed of pursuant to a  registration  statement  that was filed
with the  Commission in accordance  with this  Agreement and declared  effective
under the  Securities  Act,  (ii) such  Registrable  Securities  shall have been
otherwise sold, transferred or disposed of by a Holder to any Person that is not
a  Holder,  or  (iii)  such  Registrable  Securities  shall  have  ceased  to be
outstanding.

         "Registration   Expenses"  means  any  and  all  expenses  incident  to
performance of or compliance  with any  registration  of securities  pursuant to
Article  2,  including,  without  limitation,  (i) the fees,  disbursements  and
expenses of the Issuer's  counsel and accountants  (including in connection with
the  delivery of  opinions  and/or  comfort  letters)  in  connection  with this
Agreement and the performance of the Issuer's  obligations  hereunder;  (ii) all
expenses,  including filing fees, in connection with the  preparation,  printing
and filing of one or more registration  statements hereunder;  (iii) the cost of
printing  or  producing  any   agreements   among   underwriters,   underwriting
agreements,  and blue sky or legal  investment  memoranda;  (iv) the filing fees
incident  to  securing  any  required  review  by the  National  Association  of
Securities  Dealers,  Inc.  of the  terms  of the sale of the  securities  to be
disposed  of;  (v)  transfer  agents'  and  registrars'  fees  and  expenses  in
connection with such offering; (vi) all security engraving and security printing
expenses;  (vii) all fees and expenses payable in connection with the listing of
the Registrable  Securities on any securities exchange or automated  interdealer
quotation  system on which the  Common  Stock is then  listed;  and  (viii)  all
reasonable  fees and expenses of one legal counsel for the Holders in connection
with each of the Required Shelf Registration and the Demand Registration,  which
legal counsel shall be selected by Holders owning a majority of the  Registrable
Securities  then being  registered;  provided that  Registration  Expenses shall
exclude (x) all  underwriting  discounts and  commissions,  selling or placement
agent or broker fees and commissions,  and transfer taxes, if any, in connection
with the sale of any  securities,  (y) the fees and  expenses of counsel for any
Holder (other than pursuant to clause  (viii)) and (z) all costs and expenses of
the Issuer incurred as contemplated in Section 2.6(g).

         "Required Shelf Registration" has the meaning ascribed thereto in
Section 2.1.

         "Rule  144" means Rule 144 (or any  successor  rule to similar  effect)
promulgated under the Securities Act.

         "Rule  145" means Rule 145 (or any  successor  rule to similar  effect)
promulgated under the Securities Act.

         "Rule 415 Offering" means an offering on a delayed or continuous  basis
pursuant to Rule 415 (or any successor rule to similar effect) promulgated under
the Securities Act.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Selling  Holder"  means any  Holder who sells  Registrable  Securities
pursuant to a public offering registered hereunder.

         "Shelf Registration" means the registration under the Securities Act of
a Rule 415 Offering.

         "Shelf Registration  Statement" means a registration statement intended
to effect a Shelf Registration.

         "Zell Holders' Agent" has the meaning ascribed thereto in Section 3.11.

         "Zell Holder" means an Investor, any Affiliate of an Investor that is a
Holder, and each Person referred to in clause (x) of the definition of "Holder".

         Section  1.2.  Internal   References.   Unless  the  context  indicates
otherwise,  references to Articles,  Sections and paragraphs  shall refer to the
corresponding  articles,   sections  and  paragraphs  in  this  Agreement,   and
references to the parties shall mean the parties to this Agreement.


                                    ARTICLE 2
                               REGISTRATION RIGHTS

         Section 2.1.  Shelf  Registration.  If requested by a Holder or Holders
holding  a  majority  in  interest  of the  Registrable  Securities,  as soon as
practicable  (but in any event not more than 15 days)  after such  request,  the
Issuer shall prepare and file with the Commission a Shelf Registration Statement
on an appropriate  form that shall include all Registrable  Securities,  and may
include  securities  of the Issuer for sale for the  Issuer's  own account  (the
"Required Shelf Registration"). The Issuer shall use its reasonable best efforts
to cause such Shelf  Registration  Statement to be declared effective as soon as
practicable after such request.  Notwithstanding anything else contained in this
Agreement,  the Issuer shall only be  obligated to keep such Shelf  Registration
Statement effective until the earliest of:

                  (a) (y) 12  months  after  the date  such  Shelf  Registration
Statement has been declared  effective or (z) the date, which may not be earlier
than 90 days  following the date such  Registration  Statement has been declared
effective,  on which the Issuer  delivers  to the Holders an opinion of counsel,
reasonably  acceptable to the Issuer and the Zell Holders'  Agent, to the effect
that in the  opinion of such  counsel,  sales by a Holder  (other than a general
partner of an Investor or Samuel  Zell)  would not be  aggregated  with sales by
other  Holders  for  purposes  of the  volume  limitations  of Rule  144 or 145,
provided  that such 12-month  period or 90-day  period,  respectively,  shall be
extended  by (i) the length of any  period  during  which the  Issuer  delays in
maintaining the Shelf  Registration  Statement  current pursuant to Section 2.4,
(ii) the length of any period (in which  such Shelf  Registration  Statement  is
required  to be  effective  hereunder)  during  which  such  Shelf  Registration
Statement is not maintained effective, and (iii) such number of days that equals
the number of days elapsing from (x) the date the written notice contemplated by
Section  2.6(e) below is given by the Issuer to (y) the date on which the Issuer
delivers to the Holders of  Registrable  Securities  the supplement or amendment
contemplated by Section 2.6(e) below;

                  (b) such time as all Registrable  Securities have been sold or
disposed of thereunder or sold, transferred or otherwise disposed of to a Person
that is not a Holder; and

                  (c)  such  time  as  all  securities  that  were   Registrable
Securities  on the date  hereof have ceased to be  Registrable  Securities  (the
earliest of (a), (b) and (c) being the "Shelf Termination Date").

         The  Required  Shelf  Registration  shall  not be  counted  as a Demand
Registration for purposes of Section 2.2 of this Agreement.

         Section 2.2. Demand Registration.

                  (a) Upon written notice to the Issuer from a Holder or Holders
holding a majority in interest of the Registrable  Securities (but no later than
the date that is 12 months  after the  Effective  Time) (the  "Demand  Request")
requesting that the Issuer effect the  registration  under the Securities Act of
any or all of the Registrable  Securities held by such requesting Holders, which
notice  shall  specify the  intended  method or methods of  disposition  of such
Registrable  Securities,  the Issuer shall prepare as soon as  practicable  and,
within 15 days after  such  request,  file with the  Commission  a  registration
statement  with respect to such  Registrable  Securities  and thereafter use its
reasonable  best  efforts to cause such  registration  statement  to be declared
effective  under the Securities Act for purposes of  dispositions  in accordance
with the intended method or methods of disposition stated in such request within
30 days after the filing of such registration statement.
Notwithstanding any other provision of this Agreement to the contrary:

                          (i) the Holders may collectively exercise their rights
to request registration under this Section 2.2(a) on not more than one  occasion
(such  registration  being  referred to herein as the "Demand Registration");

                          (ii)  the method of  disposition  requested by Holders
in connection with any Demand Registration may not, without the Issuer's written
consent, be a Rule 415 Offering; and

                          (iii) the Issuer  shall  not be required to effect the
Demand Registration hereunder if
all securities that were  Registrable  Securities on the date hereof have ceased
to be Registrable Securities.

                  (b)  Notwithstanding  any other provision of this Agreement to
the  contrary,  a Demand  Registration  requested  by Holders  pursuant  to this
Section  2.2 shall not be deemed to have  been  effected,  and,  therefore,  not
requested  and the  rights  of each  Holder  shall be  deemed  not to have  been
exercised for purposes of paragraph (a) above,  (i) if such Demand  Registration
has not  become  effective  under  the  Securities  Act or  (ii) if such  Demand
Registration,  after it became  effective  under  the  Securities  Act,  was not
maintained  effective  under the  Securities  Act (other than as a result of any
stop order,  injunction or other order or requirement of the Commission or other
government agency or court solely on the account of a material misrepresentation
or  omission of a Holder) for at least 30 days (or such  shorter  period  ending
when all the  Registrable  Securities  covered  thereby  have been  disposed  of
pursuant thereto) and, as a result thereof, the Registrable Securities requested
to  be  registered  cannot  be  distributed  in  accordance  with  the  plan  of
distribution  set  forth in the  related  registration  statement.  So long as a
Demand Request is made by the Holders within the 12-month  period referred to in
Section  2.2(a),  the  Holders  shall  not lose  their  right  to  their  Demand
Registration under Section 2.2 if the Demand Registration related to such Demand
Request is delayed or not effected in the circumstances set forth in this clause
(b).

                  (c) The Issuer shall have the right to cause the  registration
of additional equity securities for sale for the account of the Issuer,  but not
for  the  account  of any  other  person,  in the  registration  of  Registrable
Securities  requested by the Holders pursuant to Section 2.2(a) above,  provided
that if such  Holders are advised in writing  (with a copy to the Issuer) by the
lead or  managing  underwriter  referred  to in  Section  2.3(b)  that,  in such
underwriter's good faith view, all or a part of such Registrable  Securities and
additional   equity  securities  cannot  be  sold  and  the  inclusion  of  such
Registrable  Securities and additional  equity  securities in such  registration
would be likely to have an adverse effect on the price,  timing or  distribution
of the offering and sale of the  Registrable  Securities and  additional  equity
securities  then  contemplated,  then the number of securities  that can, in the
good  faith  view of such  underwriter,  be sold  in such  offering  without  so
adversely  affecting  such  offering  shall  be  allocated  pro rata  among  the
requesting  Holders and the Issuer on the basis of the relative number requested
to be included therein by the Issuer and each such Holder;  provided that in the
event such a pro rata  allocation  shall be made in  connection  with the Demand
Request,  the  remaining  Holders  shall be entitled  to request one  additional
Demand  Registration  (without  needing to make a Demand Request therefor within
the 12-month period  referred to in Section  2.2(a));  provided  further that in
connection with such additional Demand Registration,  if any, the Issuer may not
include  additional  securities  therein for its own  account if such  inclusion
would result in any reduction in the Registrable  Securities proposed to be sold
therein by the Holders. The Holders of the Registrable  Securities to be offered
pursuant to  paragraph  (a) above may require  that any such  additional  equity
securities be included by the Issuer in the offering proposed by such Holders on
the same conditions as the Registrable Securities that are included therein.

                  (d)  Within 7 days  after  delivery  of a Demand  Request by a
Holder, the Issuer shall provide a written notice to each Holder (provided that,
if so  requested  by the Issuer after  appropriate  notice to the Zell  Holders'
Agent by the Issuer,  the Zell Holders'  Agent shall provide  written  notice to
each Zell  Holder),  advising  such Holder of its right to include any or all of
the  Registrable  Securities held by such Holder for sale pursuant to the Demand
Registration  and advising  such Holder of  procedures  to enable such Holder to
elect to so include Registrable  Securities for sale in the Demand Registration.
Any Holder may, within 7 days of delivery to such Holder of a notice pursuant to
this Section 2.2(d),  elect to so include  Registrable  Securities in the Demand
Registration  by  written  notice to such  effect to the Issuer  specifying  the
number of Registrable Securities desired to be so included by such Holder.

         Section 2.3. Other Matters In Connection With Registrations.

  (a) Each Zell Holder shall keep the Zell Holders' Agent informed  promptly (x)
of the name,  address and other contact  information of such Zell Holder, (y) of
the number of Registrable Securities held from time-to-time by such Zell Holder,
and (z) of each sale,  transfer or other  disposition of Registrable  Securities
(including  the  number of  shares  sold) by each  such  Zell  Holder.  The Zell
Holders' Agent shall use its reasonable best efforts to keep the Issuer informed
promptly (x) of the name,  address and other  contact  information  of each Zell
Holder,  (y) of the number of Registrable  Securities held from  time-to-time by
each such Zell  Holder and (z) of each sale,  transfer or other  disposition  of
Registrable  Securities  (including the number of shares sold) by each such Zell
Holder.

                  (b) In the event that any  public  offering  pursuant  to this
Agreement  shall involve,  in whole or in part, an  underwritten  offering,  the
Issuer shall have the right to designate an underwriter or  underwriters  as the
lead or  managing  underwriters  of such  underwritten  offering  who  shall  be
reasonably acceptable to Holders owning a majority of the Registrable Securities
proposed to be sold therein.

         Section 2.4. Certain Delay Rights.  Notwithstanding any other provision
of this  Agreement  to the  contrary,  if at any time while the  Required  Shelf
Registration  is effective  the Issuer  provides  written  notice to each Holder
(whether by notice  directly to such Holder or, in the case of the Zell Holders,
through the Zell Holders'  Agent) that in the Issuer's good faith and reasonable
judgment it would be materially  disadvantageous to the Issuer (because the sale
of  Registrable  Securities  covered  by  such  registration  statement  or  the
disclosure  of  information  therein or in any related  prospectus or prospectus
supplement would materially  interfere with any acquisition,  financing or other
material  event or  transaction  in  connection  with  which a  registration  of
securities  under  the  Securities  Act for the  account  of the  Issuer is then
intended  or the  public  disclosure  of which at the time  would be  materially
prejudicial  to  the  Issuer  (a  "Disadvantageous   Condition")  for  sales  of
Registrable  Securities  thereunder to then be permitted,  and setting forth the
general  reasons  for such  judgment,  the Issuer may refrain  from  maintaining
current the prospectus contained in the Shelf Registration  Statement until such
Disadvantageous  Condition  no longer  exists  (notice of which the Issuer shall
promptly  deliver to each Holder  (directly or, in the case of the Zell Holders,
through the Zell Holders' Agent)).  Furthermore,  notwithstanding  anything else
contained in this Agreement,  with respect to any registration  statement filed,
or to be filed,  pursuant to Section 2.2, if the Issuer provides  written notice
to each Holder (whether by notice directly to such Holder or, in the case of the
Zell Holders,  through the Zell Holders'  Agent) that in the Issuer's good faith
and  reasonable  judgment it would be materially  disadvantageous  to the Issuer
(because of a Disadvantageous Condition) for such a registration statement to be
maintained effective, or to be filed and become effective, and setting forth the
general  reasons for such  judgment,  the Issuer shall be entitled to cause such
registration statement to be withdrawn or the effectiveness of such registration
statement  terminated,  or, in the event no registration  statement has yet been
filed, shall be entitled not to file any such registration statement, until such
Disadvantageous  Condition  no longer  exists  (notice of which the Issuer shall
promptly  deliver to each Holder  (directly or, in the case of the Zell Holders,
through the Zell Holders' Agent)). With respect to each Holder, upon the receipt
by such Holder of any such notice of a Disadvantageous  Condition (directly from
the Issuer or, in the case of the Zell Holders, through the Zell Holders' Agent)
(i) in  connection  with the  Required  Shelf  Registration,  such Holder  shall
forthwith  discontinue use of the prospectus and any prospectus supplement under
such  registration  statement and shall suspend sales of Registrable  Securities
until such  Disadvantageous  Condition no longer  exists and (ii) in  connection
with the Required Shelf Registration or the Demand Registration,  as applicable,
if so directed by the Issuer by notice as aforesaid, such Holder will deliver to
the Issuer all copies,  other than permanent  filed copies then in such Holder's
possession,  of the  prospectus and  prospectus  supplements  then covering such
Registrable  Securities  at the time of  receipt  of such  notice as  aforesaid.
Notwithstanding  anything  else  contained  in this  Agreement,  (x) neither the
filing nor the effectiveness of any registration statement under Section 2.2 may
be delayed for more than a total of 60 days pursuant to this Section 2.4 and (y)
the  maintaining  current  of a  prospectus  (and  the  suspension  of  sales of
Registrable  Securities) in connection with the Required Shelf  Registration may
not be delayed  under this  Section  2.4 for more than a total of 60 days in any
six-month period.

         Section 2.5. Expenses.  Except as provided herein, the Issuer shall pay
all  Registration   Expenses  with  respect  to  each  registration   hereunder.
Notwithstanding  the  foregoing,  (i)  each  Holder  and  the  Issuer  shall  be
responsible for its own internal  administrative  and similar costs, which shall
not constitute  Registration Expenses, (ii) each Holder shall be responsible for
the legal fees and  expenses  of its own  counsel  (except as provided in clause
(viii) of the definition of Registration  Expenses),  (iii) each Holder shall be
responsible for all underwriting discounts and commissions, selling or placement
agent or broker fees and commissions,  and transfer taxes, if any, in connection
with the sale of  securities  by such  Holder,  and  (iv) the  Holders  shall be
jointly and severally  responsible for all  out-of-pocket  costs and expenses of
the Issuer and its officers and employees  incurred in connection with providing
the assistance and/or attending  analyst or investor  presentations or any "road
show"  undertaken in connection with the  registration  and/or  marketing of any
Registrable Securities as contemplated in Section 2.6(g).

         Section 2.6. Registration and Qualification. If and whenever the Issuer
is required to effect the  registration of any Registrable  Securities under the
Securities  Act as provided in Sections 2.1 or 2.2, the Issuer shall as promptly
as practicable (but subject to the provisions of Sections 2.1 and 2.2):

                  (a) prepare, file and cause to become effective a registration
statement under the Securities Act relating to the Registrable  Securities to be
offered in accordance with the intended method of disposition thereof;

                  (b) prepare and file with the Commission  such  amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
to  comply  with  the  provisions  of the  Securities  Act with  respect  to the
disposition of all Registrable  Securities (i) in the case of the Required Shelf
Registration,  until  the  Shelf  Termination  Date  and (ii) in the case of the
Demand  Registration,  until the  earlier  of (A) such  time as all  Registrable
Securities  proposed to be sold therein have been disposed of in accordance with
the intended methods of disposition set forth in such registration statement and
(B)  the  expiration  of 30  days  after  such  registration  statement  becomes
effective,  provided,  that such 30-day period shall be extended for such number
of days that  equals the number of days  elapsing  from (x) the date the written
notice  contemplated  by  paragraph  (e) below is given by the Issuer to (y) the
date on which the Issuer  delivers to the Holders of Registrable  Securities the
supplement or amendment contemplated by paragraph (e) below;

                  (c) furnish to the Holders of  Registrable  Securities  and to
any underwriter of such  Registrable  Securities such number of conformed copies
of such registration statement and of each such amendment and supplement thereto
(in each case including all  exhibits),  such number of copies of the prospectus
included in such registration statement (including each preliminary prospectus),
in conformity  with the  requirements  of the Securities Act, and such documents
incorporated by reference in such registration  statement or prospectus,  as the
Holders of Registrable Securities or such underwriter may reasonably request;

                  (d) furnish to any underwriter of such Registrable  Securities
an opinion of counsel for the Issuer and a "cold  comfort"  letter signed by the
independent public accountants who have audited the financial  statements of the
Issuer  included in the  applicable  registration  statement,  in each such case
covering  substantially such matters with respect to such registration statement
(and  the  prospectus   included  therein)  and  the  related  offering  as  are
customarily  covered in opinions of issuer's counsel with respect thereto and in
accountants'  letters delivered to underwriters in underwritten public offerings
of  securities  and such  other  matters  as such  underwriters  may  reasonably
request;

                  (e) promptly  notifying the Selling  Holders in writing (i) at
any time when a prospectus relating to a registration pursuant to Section 2.1 or
2.2 is required to be delivered under the Securities Act of the happening of any
event  as a  result  of  which  the  prospectus  included  in such  registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact  required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading,  and (ii) of any request by the  Commission or any other
regulatory  body  or  other  body  having  jurisdiction  for  any  amendment  or
supplement  to any  registration  statement or other  document  relating to such
offering, and in either such case, at the request of the Selling Holders prepare
and furnish to the Selling Holders a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the  purchasers of such  Registrable  Securities,  such  prospectus
shall not  include an untrue  statement  of a  material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading;

                  (f)  use  its  reasonable   best  efforts  to  list  all  such
Registrable  Securities covered by such registration on each securities exchange
and  automated  interdealer  quotation  system on which the Common Stock is then
listed;

                  (g) use  reasonable  efforts  to  assist  the  Holders  in the
marketing of Common Stock in connection  with up to two  underwritten  offerings
hereunder (including, to the extent reasonably consistent with work commitments,
using reasonable  efforts to have officers of the Issuer attend "road shows" and
analyst  or  investor   presentations   scheduled   in   connection   with  such
registration),  with all out-of-pocket costs and expenses incurred by the Issuer
or such officers in connection  with such attendance or assistance to be paid by
the Holders as provided in Section 2.5; and

                  (h) furnish for delivery in connection with the closing of any
offering of Registrable  Securities pursuant to a registration effected pursuant
to Section 2.1 or 2.2  unlegended  certificates  representing  ownership  of the
Registrable Securities being sold in such denominations as shall be requested by
the Selling Holders or the underwriters.

         Section 2.7. Underwriting; Due Diligence.

                  (a) If  requested  by the  underwriters  for any  underwritten
offering of Registrable  Securities  pursuant to a registration  requested under
this Article 2, the Issuer shall enter into an underwriting  agreement with such
underwriters   for  such   offering,   which   agreement   will   contain   such
representations and warranties by the Issuer and such other terms and provisions
as  are  customarily  contained  in  underwriting  agreements  with  respect  to
secondary  distributions,  including,  without  limitation,  indemnification and
contribution  provisions  substantially to the effect and to the extent provided
in Section 2.8, and  agreements  as to the  provision of opinions of counsel and
accountants' letters to the effect and to the extent provided in Section 2.6(d).
Such  underwriting   agreement  shall  also  contain  such  representations  and
warranties  by such Selling  Holders and such other terms and  provisions as are
customarily  contained  in  underwriting  agreements  with  respect to secondary
distributions,  including, without limitation,  indemnification and contribution
provisions  substantially  to the effect and to the extent  provided  in Section
2.8.

         (b) In connection with the preparation and filing of each  registration
statement registering  Registrable  Securities under the Securities Act pursuant
to this  Article  2,  the  Issuer  shall  give  the  Permitted  Holders  of such
Registrable  Securities  and the  underwriters,  if any,  and  their  respective
counsel and  accountants  (the  identity and number of whom shall be  reasonably
acceptable to the Issuer),  such  reasonable and customary  access to its books,
records  and  properties  and such  opportunities  to discuss the  business  and
affairs of the Issuer with its officers and the independent  public accounts who
have certified the financial statements of the Issuer as shall be necessary,  in
the opinion of such Holders and such  underwriters or their respective  counsel,
to conduct a reasonable  investigation within the meaning of the Securities Act;
provided  that the foregoing  shall not require the Issuer to provide  access to
(or copies of) any competitively sensitive information relating to the Issuer or
its  subsidiaries or their respective  business;  provided further that (i) each
Holder and the underwriters and their respective  counsel and accountants  shall
have entered  into a  confidentiality  agreement  reasonably  acceptable  to the
Issuer and (ii) the Permitted  Holders and the underwriters and their respective
counsel and accountants  shall use their reasonable best efforts to minimize the
disruption to the Issuer's business and coordinate any such investigation of the
books,  records and properties of the Issuer and any such  discussions  with the
Issuer's officers and accountants so that all such  investigations  occur at the
same time and all such discussions occur at the same time.

         Section 2.8. Indemnification and Contribution.

                  (a) The Issuer  agrees to  indemnify  and hold  harmless  each
Selling Holder and each Person,  if any, who controls such Selling Holder within
the  meaning  of either  Section 15 of the  Securities  Act or Section 20 of the
Exchange  Act  from  and  against  any  and  all  losses,  claims,  damages  and
liabilities  (including,   without  limitation,  any  legal  or  other  expenses
reasonably  incurred in  connection  with  defending or  investigating  any such
action or claim)  insofar as such losses,  claims,  damages or  liabilities  are
caused by any untrue  statement or alleged  untrue  statement of a material fact
contained  in  any  registration   statement  or  any  amendment  thereof,   any
preliminary  prospectus or prospectus (as amended or  supplemented if the Issuer
shall have  furnished any  amendments or  supplements  thereto)  relating to the
Registrable  Securities,  or caused by any omission or alleged omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein  not  misleading,  except  insofar as such  losses,  claims,
damages or  liabilities  are caused by any such untrue  statement or omission or
alleged  untrue  statement or omission based upon  information  furnished to the
Issuer in writing by such Selling Holder  expressly for use therein.  The Issuer
also agrees to  indemnify  any  underwriter  of the  Registrable  Securities  so
offered and each Person,  if any, who controls such underwriter on substantially
the same  basis as that of the  indemnification  by the  Issuer  of the  Selling
Holders provided in this Section 2.8(a).

                  (b) Each Selling  Holder agrees to indemnify and hold harmless
the Issuer, its directors,  the officers who sign the registration statement and
each Person, if any who controls the Issuer within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all loses, claims, damages, liabilities (including,  without limitation, any
legal or other  expenses  reasonably  incurred in connection  with  defending or
investigating any such action or claim) insofar as such losses,  claims, damages
or liabilities are caused by any untrue statement or alleged untrue statement of
a  material  fact  contained  in any  registration  statement  or any  amendment
thereof, any preliminary prospectus or prospectus (as amended or supplemented if
the Issuer shall have furnished any amendments or supplements  thereto) relating
to the Registrable Securities,  or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not  misleading,  but only with reference to information
furnished  in writing by such  Selling  Holder (or any  representative  thereof)
expressly  for use in a  registration  statement,  any  preliminary  prospectus,
prospectus or any  amendments or supplements  thereto.  Each Selling Holder also
agrees to indemnify any underwriter of the Registrable Securities so offered and
each Person,  if any, who controls such  underwriter on  substantially  the same
basis  as that of the  indemnification  by such  Selling  Holder  of the  Issuer
provided in this Section 2.8(b).

                  (c) Each party  indemnified  under  paragraph (a) or (b) above
shall,  promptly  after  receipt  of notice of a claim or  action  against  such
indemnified party in respect of which indemnity may be sought hereunder,  notify
the  indemnifying  party in writing of the claim or  action;  provided  that the
failure to notify the indemnifying party shall not relieve it from any liability
that it may have to an indemnified  party on account of the indemnity  agreement
contained  in  paragraph  (a)  or  (b)  above  except  to the  extent  that  the
indemnifying  party was actually  prejudiced  by such  failure,  and in no event
shall such failure relieve the indemnifying  party from any other liability that
it may have to such  indemnified  party.  If any such  claim or action  shall be
brought  against  an  indemnified   party,   and  it  shall  have  notified  the
indemnifying  party  thereof,  unless based on the written  advice of counsel to
such indemnified party a conflict of interest between such indemnified party and
indemnifying  parties may exist in respect of such claim, the indemnifying party
shall be entitled  to  participate  therein,  and, to the extent that it wishes,
jointly with any other  similarly  notified  indemnifying  party,  to assume the
defense  thereof.  After notice from the  indemnifying  party to the indemnified
party of its  election  to assume  the  defense  of such  claim or  action,  the
indemnifying  party  shall not be liable to the  indemnified  party  under  this
Section  2.8 for any  legal  or  other  expenses  subsequently  incurred  by the
indemnified party in connection with the defense thereof. Any indemnifying party
against whom  indemnity may be sought under this Section 2.8 shall not be liable
to indemnify an indemnified  party if such indemnified  party settles such claim
or action without the consent of the indemnifying  party. The indemnifying party
may not agree to any  settlement of any such claim or action,  other than solely
for  monetary  damages for which the  indemnifying  party  shall be  responsible
hereunder,  the  result of which any  remedy or relief  shall be  applied  to or
against  the  indemnified  party,  without  the  prior  written  consent  of the
indemnified  party,  which consent shall not be  unreasonably  withheld.  In any
action  hereunder  as to which the  indemnifying  party has  assumed the defense
thereof,  the indemnified  party shall continue to be entitled to participate in
the defense thereof,  with counsel of its own choice, but the indemnifying party
shall not be  obligated  hereunder to reimburse  the  indemnified  party for the
costs thereof.

                  (d) If the  indemnification  provided  for in this Section 2.8
shall for any reason be unavailable (other than in accordance with its terms) to
an indemnified  party in respect of any loss,  liability,  cost, claim or damage
referred to therein, then each indemnifying party shall, in lieu of indemnifying
such  indemnified  party,  contribute  to the  amount  paid or  payable  by such
indemnified party as a result of such loss, liability, cost, claim or damage (i)
in such proportion as is appropriate to reflect the relative  benefits  received
by the Issuer on the one hand and the Selling Holders on the other hand from the
offering of the  Registrable  Securities or (ii) if the  allocation  provided by
clause (i) above is not  permitted by applicable  law, in such  proportion as is
appropriate to reflect not only the relative  benefits referred to in clause (i)
above but also the relative  fault of the  indemnifying  party or parties on the
one hand and of the indemnified party or parties on the other hand in connection
with the statements or omissions that resulted in such losses,  claims,  damages
or  liabilities,  as well as any other relevant  equitable  considerations.  The
relative benefits received by the Issuer on the one hand and the Selling Holders
on the other hand in connection with the offering of the Registrable  Securities
shall be deemed to be in the same  respective  proportions  as the net  proceeds
from the offering of the  Registrable  Securities  (before  deducting  expenses)
received  by the  Issuer  and the  Selling  Holders,  respectively,  bear to the
aggregate  public  offering price of the  Registrable  Securities.  The relative
fault of the  Issuer on the one hand and the  Selling  Holders on the other hand
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material  fact  relates to  information  supplied  by the Issuer or a
Selling  Holder  and  the  parties'  relative  intent,   knowledge,   access  to
information  and  opportunity  to correct or prevent such statement or omission.
The  amount  paid or payable  by an  indemnified  party as a result of the loss,
cost,  claim,  damage or liability,  or action in respect  thereof,  referred to
above in this  paragraph  (d) shall be deemed to include,  for  purposes of this
paragraph  (d),  any  legal  or  other  expenses  reasonably  incurred  by  such
indemnified party in connection with  investigating or defending any such action
or claim. The Issuer and the Selling Holders agree that it would not be just and
equitable if  contribution  pursuant to this Section 2.8 were  determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable  considerations referred to in this paragraph.  Notwithstanding
any other  provision of this Section 2.8, no Selling Holder shall be required to
contribute  any amount in excess of the amount by which the total price at which
the  Registrable  Securities  of such Selling  Holder were offered to the public
exceeds the amount of any damages which such Selling  Holder has otherwise  been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.  No Person guilty of fraudulent  misrepresentation  (within
the  meaning of  Section  11(f) of the  Securities  Act)  shall be  entitled  to
contribution   from  any  Person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

                  (e) The  obligations  of the  parties  under this  Section 2.8
shall be in addition to any liability  which any party may otherwise have to any
other party.

         Section 2.9. Holdback Agreement. If the Demand Registration pursuant to
this Article 2 shall be in connection  with an  underwritten  public offering of
Registrable  Securities,  each Selling  Holder  agrees not to effect any sale or
distribution,  including any sale under Rule 144, of any equity  security of the
Issuer  (otherwise than through the registered public offering then being made),
within 7 days prior to or 90 days (or such lesser period as the lead or managing
underwriters may permit) after the effective date of the applicable registration
statement.


                                    ARTICLE 3
                                  MISCELLANEOUS

         Section 3.1. Entire  Agreement.  This Agreement  constitutes the entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.

         Section 3.2. Assignment.  No party may assign any of its rights or
obligations  hereunder by operation of law or otherwise without the prior
written consent of the other parties.

         Section  3.3.  Amendments,  Waivers,  Etc.  This  Agreement  may not be
amended,  changed,  supplemented,  waived or otherwise  modified or  terminated,
except upon the  execution and delivery of a written  agreement  executed by the
Issuer and Holders  representing a majority of the  Registrable  Securities then
held by all Holders.

         Section 3.4. Notices. All notices,  requests, claims, demands and other
communications  hereunder  shall be in writing  and shall be given (and shall be
deemed to have been duly received if given) by hand delivery or telecopy,  or by
any courier service, such as Federal Express,  providing proof of delivery.  All
communications  hereunder  shall be delivered to the  respective  parties at the
address or telecopy  number set forth on the signature pages hereto (unless such
contact  information  in the case of the Holders is updated  pursuant to Section
2.3(a) or by written notice from the affected Holder to the Issuer).

         Section 3.5. Severability. Whenever possible, each provision or portion
of any provision of this  Agreement  will be interpreted in such manner as to be
effective and valid under  applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid,  illegal or  unenforceable in
any  respect  under  any  applicable  law  or  rule  in any  jurisdiction,  such
invalidity,  illegality or unenforceability  will not affect any other provision
or portion of any provision in such  jurisdiction,  and this  Agreement  will be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or  unenforceable  provision or portion of any  provision had never been
contained herein.

         Section 3.6. No Waiver. The failure of any party hereto to exercise any
right,  power or remedy provided under this Agreement or otherwise  available in
respect  hereof at law or in equity,  or to insist upon  compliance by any other
party hereto with its obligations  hereunder,  and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise  any such or other  right,  power or remedy or to
demand such compliance.

         Section  3.7.  No Third  Party  Beneficiaries.  This  Agreement  is not
intended to be for the benefit of, and shall not be  enforceable  by, any Person
who or which is not a party  hereto;  provided,  that,  this  Agreement  is also
intended to be for the benefit of and is enforceable by each Holder.

         Section 3.8.  Governing  Law. This Agreement  shall be governed and 
construed in accordance  with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.

         Section 3.9. Jurisdiction. Each party hereby irrevocably submits to the
exclusive  jurisdiction  of the United  States  District  Court for the Southern
District of New York or any state court sitting in the City of New York, Borough
of Manhattan in any action,  suit or proceeding  arising in connection with this
Agreement,  and agrees that any such action, suit or proceeding shall be brought
only in such courts (and waives any objection  based on forum non convenience or
any other objection to venue therein);  provided,  however, that such consent to
jurisdiction is solely for the purpose referred to in this Section 3.9 and shall
not be deemed to be a general  submission to the  jurisdiction of said courts or
in the State of New York other than for such purposes.  Each party hereto hereby
waives any right to a trial by jury in connection with any such action,  suit or
proceeding.

         Section 3.10.  Descriptive  Headings.  The  descriptive  headings used
herein are inserted for convenience of  reference  only  and are not  intended 
to be  part of or to  affect the meaning or interpretation  of this Agreement.

         Section  3.11.   Holders'  Agent.  Each  Zell  Holder  hereby  appoints
Zell/Chilmark Fund, L.P. as its agent and  attorney-in-fact  (the "Zell Holders'
Agent") for  purposes of the  delivery  and receipt of all notices and  requests
pursuant  to this  Agreement.  The  Issuer  may give  notice to any Zell  Holder
hereunder  by giving such notice  directly to such  Holder.  Alternatively,  the
Issuer may request that the Zell Holders'  Agent deliver to each Zell Holder any
notice given by the Issuer  hereunder,  in which event the Zell  Holders'  Agent
will  promptly so give such notice to each Zell Holder.  Prompt  delivery by the
Zell Holders' Agent to the Zell Holders will be deemed  satisfied if delivery is
made to the Zell  Holders,  in  accordance  with Section 3.4, not later than the
third business day after actual receipt of the applicable  notice or document by
the Zell Holders' Agent from the Issuer. Notwithstanding anything else contained
herein,  the Zell Holders' Agent will not be liable or responsible to any Person
should any Zell  Holder  fail to act in  accordance  with any notice so given to
such Zell Holder hereunder.

         Section  3.12.  Counterparts.  This  Agreement  may be  executed  in
counterpart,  each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same Agreement.



<PAGE>


         IN WITNESS  WHEREOF,  the  Issuer  and the  Holders  have  caused  this
Agreement to be duly executed as of the day and year first above written.


CLEAR CHANNEL COMMUNICATIONS, INC.


By: /s/ Randall T. Mays
     Name: Randall T. Mays
     Address: 200 Concord Plaza, Suite 600
     San Antonio, TX 78216
     Facsimile No.: (210) 822-2299


HOLDERS:

ZELL/CHILMARK FUND, L.P.                               SAMSTOCK, L.L.C.

By: ZC Limited Partnership,                  By: SZ Investments, L.L.C., 
    general partner                              its sole member its sole member

By: ZC Partnership,                          By: Zell General Partnership, Inc.,
     general partner                             a member
                                             
By: ZC Inc., a partner


By: /s/ Sheli Z. Rosenberg                    By: /s/ Sheli Z. Rosenberg
  Name: Sheli Z. Rosenberg                      Name: Sheli Z. Rosenberg
  Address: 2 North Riverside Plaza              Address: 2 North Riverside Plaza
  Chicago, Illinois 60606                       Chicago, Illinois 60606
  Facsimile No.: (312) 454-0531                 Facsimile No.: (312) 207-5243


SZ2 (IGP) PARTNERSHIP


By: /s/ Sheli Z. Rosenberg                     /s/ Samuel Zell
Name: Sheli Z. Rosenberg                       SAMUEL ZELL
Address: 2 North Riverside Plaza               Address: 2 North Riverside Plaza
Chicago, Illinois 60606                        Chicago, Illinois 60606
Facsimile No.: (312) 454-0531                  Facsimile No.: (312) 207-5243