<PAGE>   1
                                                                    EXHIBIT 2.51




                      STOCK PURCHASE AND MERGER AGREEMENT


                                  BY AND AMONG


                         CHANCELLOR MEDIA CORPORATION,

                             CHANCELLOR MEXICO LLC,

                       GRUPO RADIO CENTRO, S.A. DE C.V.,

                                      AND


                            THE SELLING SHAREHOLDERS




                            DATED AS OF JULY 9, 1998
<PAGE>   2
                               TABLE OF CONTENTS


                                      

<TABLE>
<CAPTION>
         <S>     <C>                                                                                                   <C>
                                                        ARTICLE I
                                                        THE MERGER                                                    Page

         1.1     Closing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         1.2     Formation of Newco; Transfer of Cash and Chancellor Stock to Newco
                 Before the Merger and on the Final Funding Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         1.3     The Merger; Merger Effective Time  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         1.4     Effects of the Merger  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         1.5     Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

                                                        ARTICLE II
                                             CONTROLLING TRUST; CPO PURCHASE

         2.1     Formation of Controlling Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         2.2     Deposits in the CPO Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         2.3     Sale and Purchase of CPOs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         2.4     Exchange for ADSs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         2.5     Increase Based on 1999 EBITDA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         2.6     Title; Registration; Legends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         2.7     Ownership Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         2.8     Anti-dilution Provision  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

                                                       ARTICLE III
                                              REPRESENTATIONS AND WARRANTIES

         3.1     Representations and Warranties of the Company  . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 3.1.1    Organization of the Company and Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . .  11
                 3.1.2    Authorization of Agreement and Other Transaction
                          Documents; Binding Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 3.1.3    Company SEC Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 3.1.4    No Stamp or Other Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 3.1.5    Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 3.1.6    Subsidiaries of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 3.1.7    No Conflicts; Required Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 3.1.8    Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
</TABLE>



                                     -i-
<PAGE>   3
<TABLE>
         <S>     <C>                                                                                                   <C>
                 3.1.9    Title to Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                 3.1.10   Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                 3.1.11   Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                 3.1.12   Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                 3.1.13   Books of Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                 3.1.14   Certain Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                 3.1.15   Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                 3.1.16   Liens and Encumbrances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                 3.1.17   Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                 3.1.18   Condition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
                 3.1.19   Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
                 3.1.20   Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
                 3.1.21   Absence of Certain Changes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
                 3.1.22   Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
                 3.1.23   Personnel Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
                 3.1.24   Absence of Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
                 3.1.25   Compliance With Law; Permits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
                 3.1.26   Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
                 3.1.27   Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
                 3.1.28   Commissions or Finders' Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                 3.1.29   Certain Business Practices and Regulations; Potential
                          Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                 3.1.30   Not an Investment Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
                 3.1.31   No U.S. Assets or U.S. Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
                 3.1.32   No Manipulation or Stabilization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
                 3.1.33   Trade Deals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
                 3.1.34   Investment Intent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         3.2     Representations and Warranties of the Selling Shareholders.  . . . . . . . . . . . . . . . . . . . .  30
                 3.2.1    Owners of Shares and Beneficial Interests . . . . . . . . . . . . . . . . . . . . . . . . .  31
                 3.2.2    Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
                 3.2.3    No Restrictions; Required Consents  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
                 3.2.4    Litigation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
                 3.2.5    Title to Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
                 3.2.6    Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         3.3     Representations and Warranties of the Family Trust . . . . . . . . . . . . . . . . . . . . . . . . .  32
                 3.3.1    Organization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
                 3.3.2    Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
                 3.3.3    Vote at Shareholders Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
                 3.3.4    Title to Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         3.4     Representations and Warranties of Chancellor . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
                 3.4.1    Corporate Organization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
                 3.4.2    Authorization and Effect of Agreement and
                          Other Transaction Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
</TABLE>





                                     - ii -
<PAGE>   4
<TABLE>
         <S>     <C>                                                                                                   <C>
                 3.4.3    Chancellor SEC Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
                 3.4.4    Subsidiaries of Chancellor  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
                 3.4.5    No Conflict; Required Filings and Consents  . . . . . . . . . . . . . . . . . . . . . . . .  35
                 3.4.6    Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
                 3.4.7    Commissions or Finders' Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
                 3.4.8    Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
                 3.4.9    Financial Condition of Chancellor . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
                 3.4.10   Title to Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
                 3.4.11   Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
                 3.4.12   Labor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
                 3.4.13   Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
                 3.4.14   Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
                 3.4.15   Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
                 3.4.16   Litigation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
                 3.4.17   Books of Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
                 3.4.18   Not an Investment Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
                 3.4.19   Investment Intent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
                 3.4.20   No Manipulation or Stabilization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         3.5     Representations and Warranties of the Investor . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
                 3.5.1    Corporate Organization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
                 3.5.2    Authorization and Effect of Agreement and 
                          Other Transaction Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
                 3.5.3    No Conflict; Required Filings and Consents  . . . . . . . . . . . . . . . . . . . . . . . .  39

                                                        ARTICLE IV
                                                    CERTAIN COVENANTS

         4.1     No Solicitation of Transactions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         4.2     Access to Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         4.3     Assistance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         4.4     Conduct of Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         4.5     Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         4.6     Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         4.7     Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         4.8     No Inconsistent Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         4.9     Satisfaction of Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         4.10    Injunctions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         4.11    Filings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         4.12    Publicity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         4.13    Compliance with Permits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         4.14    Controlling Trust Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         4.15    Bylaw Amendment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
</TABLE>





                                    - iii -
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<TABLE>
         <S>     <C>                                                                                                   <C>
         4.16    Shareholders' Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         4.17    Election of Directors; Indemnification Agreements  . . . . . . . . . . . . . . . . . . . . . . . . .  48
         4.18    Registration Rights Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         4.19    CPO Trust and Deposit Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         4.20    Management Compensation Study. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         4.21    Transaction Fee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

                                                        ARTICLE V
                                                  CONDITIONS TO CLOSING

         5.1     Conditions Precedent to Obligations of the Investor Companies 
                 With Respect to the Closing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
                 5.1.1    Representations, Warranties and Covenants . . . . . . . . . . . . . . . . . . . . . . . . .  49
                 5.1.2    Closing Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                 5.1.3    Consents and Approvals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                 5.1.4    No Material Adverse Change  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                 5.1.5    Sale of CPOs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                 5.1.6    Initial Business Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         5.2     Conditions Precedent to Obligations of Company and the 
                 Selling Shareholders With Respect to the Closing . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                 5.2.1    Representations, Warranties and Covenants . . . . . . . . . . . . . . . . . . . . . . . . .  51
                 5.2.2    Closing Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
                 5.2.3    Consents or Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
                 5.2.4    No Chancellor Stock Price Below Floor . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
                 5.3      Conditions to Each Party's Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
                 5.3.1    Consents and Approvals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
                 5.3.2    No Adverse Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
                 5.3.3    No Adverse Change in Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52

                                                        ARTICLE VI
                                         DOCUMENTS TO BE DELIVERED AT THE CLOSING

         6.1     Documents to be Delivered by the Company and the Selling
                 Shareholders at the Closing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
                 6.1.1    Certification of Stock Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
                 6.1.2    Certified Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
                 6.1.3    Controlling Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
                 6.1.4    Bylaw Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
                 6.1.5    Merger Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
                 6.1.6    Shareholders' Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
                 6.1.7    Indemnification Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
</TABLE>





                                     - iv -
<PAGE>   6
<TABLE>
         <S>     <C>                                                                                                   <C>
                 6.1.8    Registration Rights Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
                 6.1.9    CPO Trust and Deposit Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
                 6.1.10   Family Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
                 6.1.11   Release of Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
                 6.1.12   Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
                 6.1.13   Opinions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
                 6.1.14   Other Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         6.2     Documents to be Delivered by the Investor Companies at the Closing . . . . . . . . . . . . . . . . .  54
                 6.2.1    Certified Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
                 6.2.2    Merger Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
                 6.2.3    Controlling Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
                 6.2.4    Shareholders' Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
                 6.2.5    Registration Rights Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
                 6.2.6    Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
                 6.2.7    Opinions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54

                                                       ARTICLE VII
                                              LIQUIDITY OF CHANCELLOR STOCK

         7.1     Right of First Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         7.2     Liquidity for Certain Sales  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
         7.3     Irrevocable Proxy  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
         7.4     Post-Closing Notifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
         7.5     Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57

                                                       ARTICLE VIII
                                                       TERMINATION

         8.1     Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         8.2     Effect of Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58

                                                        ARTICLE IX
                                                    GENERAL PROVISIONS

         9.1     Survival of Representations and Warranties and Covenants . . . . . . . . . . . . . . . . . . . . . .  59
         9.2     No Waiver Relating to Claims for Fraud . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         9.3     Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         9.4     Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         9.5     Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         9.6     Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
</TABLE>





                                     - v -
<PAGE>   7
<TABLE>
         <S>     <C>                                                                                                   <C>
         9.7     Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         9.8     Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         9.9     Amendments and Supplements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         9.10    Rights of the Parties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         9.11    Brokers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         9.12    Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         9.13    Arbitration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         9.14    Certain Interpretative Matters and Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         9.15    No Recourse  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         9.16    Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         9.17    Appointment of Shareholders' Representative  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         9.18    Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         9.19    English Language . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         9.20    Titles and Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         9.21    Execution in Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
</TABLE>

                                    EXHIBITS

Exhibit A        --       Form of Merger Agreement
Exhibit B        --       Form of Bylaw Amendment
Exhibit C        --       Form of Controlling Trust Agreement
Exhibit D        --       Form of Shareholders' Agreement
Exhibit E        --       Form of Indemnification Agreement
Exhibit F        --       Form of Registration Rights Agreement





                                     - vi -
<PAGE>   8
                      STOCK PURCHASE AND MERGER AGREEMENT


         THIS STOCK PURCHASE AND MERGER AGREEMENT, dated as of July 9, 1998
(this "Agreement"), is by and among CHANCELLOR MEDIA CORPORATION, a Delaware
corporation (together with its permitted successors and assigns, "Chancellor");
CHANCELLOR MEXICO LLC, a Delaware limited liability company that is a
wholly-owned subsidiary of Chancellor (together with its successors and
assigns, the "Investor"); GRUPO RADIO CENTRO, S.A. DE C.V., a corporation
organized under the laws of the United Mexican States (the "Company");
BANCOMER, S.A., Institucion de Banca Mcltiple, member of Grupo Financiero
Bancomer, Fiduciary Division, acting as trustee (the "Family Trustee") of trust
number F/29307-6 dated June 3, 1998, established by the Family Shareholders
named hereafter (the "Family Trust"); BANCOMER, S.A., Institucion de Banca
Mcltiple, member of Grupo Financiero Bancomer, Fiduciary Division, acting as
trustee (the "1992 Trustee") of trust number F/23020-1 dated April 24, 1992, as
amended, established by the Family Shareholders named hereafter (the "1992
Trust"); and MARIA ESTHER GOMEZ TOVAR DE AGUIRRE, and MARIA ESTHER AGUIRRE
GOMEZ (collectively with the Family Trustee and the 1992 Trustee, the "Selling
Shareholders").

         Chancellor and the Investor are sometimes referred to herein
collectively as the "Investor Companies."  Each of the Investor Companies, the
Company, and the Selling Shareholders is referred to individually as a "Party"
and collectively as the "Parties."  Maria Esther Gomez Tovar de Aguirre, Maria
Esther Aguirre Gomez, Francisco de Jescs Aguirre Gomez, Ana Maria Aguirre
Gomez, Maria Adriana Aguirre Gomez, Maria Guadalupe Aguirre Gomez, Adrian
Aguirre Gomez, Maria Elena Aguirre Gomez, Carlos de Jescs Aguirre Gomez, Rafael
Felipe de Jescs Aguirre Gomez, Maria Trinidad Aguirre Gomez, and Jose Manuel
Aguirre Gomez are referred to herein collectively as the "Family Shareholders."

         The consummation of the transactions contemplated by this Agreement is
subject to the conditions specified in Article V, including regulatory
approvals from the Mexican Ministry of Commerce and Industrial Development
(Secretaria de Comercio y Fomento Industrial) ("SECOFI") and the Mexican
National Foreign Investment Commission (Comision Nacional de Inversiones
Extranjeras) ("CNIE"), the Mexican Federal Competition Commission (Comision
Federal de Competencia) (the "CFC"), and the Mexican Banking and Securities
Commission (Comision Nacional Bancaria y de Valores) ("CNBV").

                                   RECITALS:

         A.      The Company, directly and indirectly through its Subsidiaries
(as defined herein), currently conducts the business (the "Business") of (i)
radio programming, production and broadcasting and (ii) owning, managing and
operating radio stations in the United Mexican States ("Mexico").  The Investor
Companies and the Company jointly desire to develop programming and investment
opportunities for the Spanish-language radio market in the United States and
Latin America.
<PAGE>   9
         B.      The Family Trust is the record owner of 51,604,262 shares of
Series A Common Stock, no par value ("Series A Shares"), of the Company, which
Series A Shares represent 26.72% of the issued and outstanding equity of the
Company.  Nacional Financiera, S.A., as trustee (the "CPO Trustee") of the
trust created by the trust agreement dated May 24, 1993, among the Company and
the 1992 Trust, as grantors (the "CPO Trust"), is the record owner of
141,529,482 Series A Shares, which represent 73.28% of the issued and
outstanding equity of the Company.

         C.      The Selling Shareholders, collectively, beneficially own
33,752,248 Ordinary Participation Certificates (each, a "CPO") issued by the
CPO Trust, which CPOs represent financial interests in 17.48% of the issued and
outstanding Series A Shares.  The remaining 107,777,234 CPOs represent
financial interests in 55.80% of the issued and outstanding Series A Shares and
are publicly held and traded.  Some of these CPOs are traded on The Mexican
Stock Exchange (Bolsa Mexicana de Valores, S.A. de C.V.) ("Bolsa"), and other
CPOs are deposited in an account with S.D.  Indeval, S.A. de C.V., Institucion
para el Deposito de Valores ("Indeval"), maintained by Citibank Mexico, S.A.,
Grupo Financiero Citibank, as the custodian and agent of Citibank, N.A., as
depositary (the "Depositary") under the Deposit Agreement (herein so called)
dated as of June 30, 1993, among the Company, the Depositary, and holders and
beneficial owners from time to time of American Depositary Receipts ("ADRs")
issued thereunder, and are traded as American Depositary Shares ("ADSs") on The
New York Stock Exchange.  Each ADS represents nine CPOs.

         D.      Upon the terms and subject to the conditions set forth herein,
the Investor Companies, the Company, and the Selling Shareholders desire that
(i) the Investor form two Mexican trusts of which the Investor will be the sole
beneficiary (the "Interim Trusts"), which Interim Trusts in turn will form a
corporate subsidiary in Mexico ("Newco"), (ii) Chancellor capitalize Newco with
US$39,000,000 and with the number of shares of Common Stock, par value US$.01
per share, of Chancellor (the "Chancellor Stock") determined pursuant to
Section 1.2 and Section 2.8, and (iii) Newco merge with and into the Company,
with the Company remaining as the surviving corporation (the "Merger").  As a
result of the Merger, the issued and outstanding shares of Newco will be
converted into 125,629,248 Series A Shares (the "Merger Shares"), which will be
held temporarily by the Interim Trusts and for which voting power will be
neutralized as to the Investor Companies.  Also as a result of the Merger, the
Company will acquire ownership of US$39,000,000 in cash and shares of
Chancellor Stock having a deemed value of US$87,468,833.24 as determined
pursuant to Section 1.2.

         E.      Upon the terms and subject to the conditions set forth herein,
the Investor and the Family Trust will form a new trust (as more specifically
described hereafter, the "Controlling Trust") with a Mexican bank as trustee
(the "Controlling Trustee") and will contribute Series A Shares to the
Controlling Trust as follows:  (i) the Investor will cause the Interim Trusts
to contribute 67,002,853 of the Merger Shares concurrently with the
consummation of the Merger; and (ii) the Family Trust will contribute
21,694,066 Series A Shares upon formation of the Controlling Trust.  Upon
completion of the contributions, the Investor will receive a 75.54% beneficial
interest in the Controlling Trust and related limited corporate rights, and the
Family Trust will receive a controlling 24.46% beneficial interest in the
Controlling Trust and related general corporate rights.





                                     - 2 -
<PAGE>   10
         F.      Concurrently with the consummation of the Merger, the Investor
will cause the Interim Trusts to contribute to the CPO Trust the remaining
58,626,395 Merger Shares, upon which the CPO Trust will issue 58,626,395 CPOs
to the Investor.  Also immediately upon completion of the Merger, the Family
Trust will contribute to the CPO Trust 29,910,196 Series A Shares, and the CPO
Trust will issue 29,910,196 CPOs to the Family Trust, which the Family Trust
will distribute to the Family Shareholders.

         G.      Upon the terms and subject to the conditions set forth herein,
the Investor will purchase from the Selling Shareholders 33,752,248 CPOs (the
"Family CPOs") for US$81,567,932.67.  Immediately thereafter, the Investor will
deposit 92,378,637 of the CPOs it holds with the Depositary, and the Depositary
will issue to the Investor ADRs representing 10,264,293 ADSs.

         H.      As a result of the foregoing transactions, (i) the Controlling
Trust will be the record owner of 88,696,919 Series A Shares, representing
27.83% of the issued and outstanding equity of the Company, and (ii) the CPO
Trust will be the record owner of 230,066,073 Series A Shares, representing
72.17% of the issued and outstanding equity of the Company.  The Investor will
own ADSs, CPOs, and beneficial interests in the Controlling Trust representing
50% of the equity of the Company, and the Family Trust and the Family
Shareholders will own CPOs and beneficial interests in the Controlling Trust
representing 16.19% of the equity of the Company.

         I.      Upon the terms and subject to the conditions of this
Agreement, the Company will have the right to receive additional shares of
Chancellor Stock having a total base value of US$58,156,050.86 based on the
Company's 1999 EBITDA.

         J.      The Board of Directors of the Company has determined that the
transactions contemplated by this Agreement are consistent with and in
furtherance of the long-term business strategy of the Company and is fair to,
and in the best interests of, the Company and its shareholders and has approved
and adopted this Agreement and recommended approval and adoption of this
Agreement by the shareholders of the Company.  The transactions with the
Selling Shareholders are intended to provide them with the incentive to benefit
the Company by supporting the transactions contemplated by this Agreement.

         K.      The Board of Directors of Chancellor has determined that the
transactions contemplated by this Agreement are consistent with and in
furtherance of the long-term business strategy of Chancellor and is fair to,
and in the best interests of, Chancellor and its shareholders and has approved
and adopted this Agreement.





                                     - 3 -
<PAGE>   11
                                  AGREEMENTS:

         NOW, THEREFORE, in consideration of the foregoing premises and the
respective representations, warranties, and agreements set forth in this
Agreement, the Parties, intending legally to be bound, agree as follows:

                                   ARTICLE I

                                   THE MERGER

         1.1     Closing.  The execution and delivery of the documents
contemplated in Article VI, and the decision of the Parties to proceed with the
Merger and the purchase of the Family CPOs (the "Closing"), shall take place at
the offices of White & Case, S.C., Mexico City, D.F., Mexico, at 10 a.m.,
Mexico City time, on a date to be specified by Chancellor and the Company (the
"Closing Date"), which date shall be no later than the fifth business day
following the date on which the conditions to the Closing set forth in Section
5.1.3, Section 5.2.3, and Section 5.3.1 have been satisfied or waived, unless
Chancellor and the Company agree in writing to another place, time and date.
The Merger and the purchase of the Family CPOs shall be effected as soon as is
practicable after the Closing occurs.

         1.2     Formation of Newco; Transfer of Cash and Chancellor Stock to
Newco Before the Merger and on the Final Funding Date.  Subject to the terms
and conditions of this Agreement and in reliance upon the representations,
warranties, and covenants contained herein, at the Closing and before the
Merger Effective Time (defined hereafter), Chancellor shall, indirectly through
the Investor and the Interim Trusts, cause (a) the formation of Newco, the
issued and outstanding stock of which will be represented by 100 shares, no par
value (the "Original Newco Shares"), and immediately thereafter (b) the
adoption of a resolution by  Newco's shareholders that provides for an increase
in the capital of Newco that will be represented by 900 shares, no par value
(the "Additional Newco Shares," and, together with the Original Newco Shares,
the "Newco Shares").  The Newco Shares will represent all of the issued and
outstanding capital stock of Newco.  The Additional Newco Shares will be
subscribed for as follows:  (i) Newco's shareholders shall subscribe for the
Additional Newco Shares on a pro rata basis; (ii) the subscription price (the
"Subscription Price") of the Additional Newco Shares shall be subject to a
contingent upward adjustment pursuant to Section 2.5 (the "Contingent
Adjustment"); (iii) notwithstanding the Contingent Adjustment, at the time the
Additional Newco Shares are issued and subscribed for by Newco's shareholders,
Chancellor, indirectly through Newco's shareholders, shall contribute to the
capital of Newco, as the Subscription Price of the Additional Newco Shares,
cash equal to US$39,000,000, shares of Chancellor Stock equal to the Exchange
Number, free and clear of any Liens (defined in Section 3.1.6), except as arise
under the Transaction Documents (defined in Section 3.1.2); and (iv) on the
Final Funding Date (defined in Section 2.5), Chancellor, directly or indirectly
through the Investor or the Interim Trusts, shall, subject to the conditions of
Section 2.5, contribute to Newco, or to the Company as the surviving entity of
the Merger, for no additional consideration in any form in respect of the
Contingent Adjustment, the Contingent Shares (defined in Section 2.5).





                                     - 4 -
<PAGE>   12
                 (a)      As used herein, the term "Exchange Number" means the
number of shares of Chancellor Stock equal to:

                          (i)     2,046,054, if the Chancellor Stock Price is
         equal to or less than US$42.75;

                          (ii)    1,534,540, if the Chancellor Stock Price is
         equal to or greater than US$57.00; or

                          (iii)   the number obtained through dividing
         US$87,468,833.24 by the Chancellor Stock Price, if the Chancellor
         Stock Price is greater than US$42.75 but less than US$57.00.

The Exchange Number as determined under the preceding clause (iii) shall be
rounded down to the nearest whole number.  Chancellor will not issue fractional
shares, but in lieu thereof will contribute additional cash to Newco based on
the price used in calculating the Exchange Number.

                 (b)      "Chancellor Stock Price" shall mean the average
closing sales price, regular way, per share of Chancellor Stock on the Nasdaq
Stock Market in U.S. dollars as reported in The Wall Street Journal over the 10
consecutive trading days ending on the third trading day next preceding the
Closing Date.

         1.3     The Merger; Merger Effective Time.  Subject to the terms and
conditions of this Agreement and in reliance upon the representations,
warranties, and covenants contained herein, Newco shall be merged with and into
the Company at the Merger Effective Time.  The Company and Newco shall enter
into the Merger Agreement (herein so called) at the Closing substantially in
the form attached hereto as Exhibit A and shall effect the Merger as soon as
practicable following the Closing.  The terms of the Merger and the mode of
carrying the Merger into effect shall be as set forth in the Merger Agreement.
The Merger shall become effective at the time the Merger Agreement is filed for
publication in the Public Commercial Registry of the Federal District of Mexico
(Registro Pcblico de Comercio del Distrito Federal), which time is referred to
herein as the "Merger Effective Time."  The Company shall also cause the Merger
Agreement to be published in the Official Daily Gazette of the Federation (El
Diario Oficial de la Federacion) as soon as practicable following the Closing.

         1.4     Effects of the Merger.  At the Merger Effective Time, (a)
Newco shall be merged with and into the Company, the separate existence of
Newco shall cease, and the Company shall continue as the surviving corporation;
(b) all the property, rights, privileges, powers and franchises of Newco and
the Company (including Newco's cash and the Exchange Number of Chancellor
Stock) shall vest in the Company as the surviving corporation; (c) all debts,
liabilities and duties of Newco and the Company shall become the debts,
liabilities and duties of the Company as the surviving corporation; (d) the
certificate of incorporation (escritura constitutiva) and the bylaws (estatutos
sociales) (collectively, the "Charter")of the Company, as amended and restated
at the Closing substantially in





                                     - 5 -
<PAGE>   13
the form attached hereto as Exhibit B, shall be the Charter of the Company as
the surviving corporation; and (e) the Merger will have the additional effects
set forth in Section 1.5 and the applicable provisions of the Mexican General
Law of Mercantile Societies (Ley General de Sociedades Mercantiles).

         1.5     Merger Consideration.  At the Merger Effective Time, by virtue
of the Merger and without any action on the part of the Parties, the Newco
Shares shall in the aggregate be converted into the 125,629,248 Merger Shares.
The Company shall immediately issue and deliver the Merger Shares to the
Interim Trusts as the owners of Newco Shares.  The Interim Trusts will
immediately deposit the Merger Shares with the Controlling Trust or the CPO
Trust, as provided in Article II.


                                   ARTICLE II

                        CONTROLLING TRUST; CPO PURCHASE

         2.1     Formation of Controlling Trust.  Subject to the terms and
conditions of this Agreement and in reliance upon the representations,
warranties, and covenants contained herein:

                 (a)      at the Closing and before the Merger Effective Time,
the Investor and the Family Trust shall execute and deliver, and cause the
Controlling Trustee to execute and deliver, that Irrevocable Trust Agreement
with respect to the Controlling Trust substantially in the form attached hereto
as Exhibit C (the "Controlling Trust Agreement");

                 (b)      at the Closing and before the Merger Effective Time,
the Family Trust shall transfer to the Controlling Trust all its rights, title,
and interest in 21,694,066 Series A Shares, free and clear of all Liens (except
as arise under the Transaction Documents);

                 (c)      concurrently with the consummation of the Merger, the
Investor Companies shall cause the Interim Trusts to transfer to the
Controlling Trust all their rights, title, and interest in 67,002,853 Merger
Shares, free and clear of all Liens (except as arise under the Transaction
Documents);

                 (d)      concurrently with the consummation of the Merger and
the transfers described in the preceding clauses (b) and (c), the Parties shall
cause the Controlling Trust to issue to the Family Trust controlling beneficial
interests in the Controlling Trust representing 24.4586466% of the economic
interest in the Controlling Trust and related general corporate rights;

                 (e)      concurrently with the consummation of the Merger and
the transfers described in the preceding clauses (b) and (c), the Parties shall
cause the Controlling Trust to issue to the Investor beneficial interests in
the Controlling Trust representing 75.5413534% of the economic interest in the
Controlling Trust and related limited corporate rights;





                                     - 6 -
<PAGE>   14
                 (f)      concurrently with the consummation of the Merger, the
Company shall register in its stock registry (libro de registro de acciones)
the transfers to the Controlling Trust of the 88,696,919 Series A Shares
described in the preceding clauses (b) and (c).

         2.2     Deposits in the CPO Trust.  Subject to the terms and
conditions of this Agreement and in reliance upon the representations,
warranties, and covenants contained herein:

                 (a)      at the Closing, the Family Trust shall transfer to
the CPO Trust all its rights, title, and interest in 29,910,196 Series A
Shares, free and clear of all Liens;

                 (b)      concurrently with the consummation of the Merger, the
Investor shall cause the Interim Trusts to transfer to the CPO Trust all their
rights, title, and interest in 58,626,395 Merger Shares, free and clear of all
Liens;

                 (c)      at the Closing and concurrently with the transfer
described in the preceding clause (a), the CPO Trustee shall issue to the
Family Trust 29,910,196 CPOs, free and clear of all Liens (except as arise
under the Transaction Documents), which the Family Trust shall immediately
distribute to the other Family Shareholders;

                 (d)      concurrently with the consummation of the Merger and
the transfers described in the preceding clause (b), the CPO Trustee shall
issue to the Investor 58,626,395 CPOs, free and clear of all Liens (except as
arise under the Transaction Documents); and

                 (e)      concurrently with each of the transfers described in
the preceding clauses (a) and (b), the Company shall register the transfers of
those Series A Shares to the CPO Trust.

         2.3     Sale and Purchase of CPOs.

                 (a)      Subject to the terms and conditions of this
Agreement, as soon as practicable after the Closing and the Merger Effective
Time, the Selling Shareholders shall sell and deliver to the Investor an
aggregate of 33,752,248 Family CPOs.  Each Selling Shareholder shall transfer
and deliver the number of Family CPOs set forth below opposite such Selling
Shareholder's name, free and clear of all Liens (except as arise under the
Transaction Documents), in each case duly endorsed for transfer or accompanied
by transfer powers duly endorsed in blank, with all requisite transfer taxes
paid and stamps affixed:

         Family Trust                              28,979,654 CPOs
         1992 Trust                                 3,430,746 CPOs
         Maria Esther Gomez Tovar de Aguirre          733,374 CPOs
         Maria Esther Aguirre Gomez                   608,474 CPOs

                 (b)      Subject to the terms and conditions of this
Agreement, the Investor shall purchase and accept delivery of the Family CPOs
and shall pay each of the Selling Shareholders





                                     - 7 -
<PAGE>   15
US$21.75 per nine Family CPOs sold by such Selling Shareholder, or a total of
US$81,567,932.67, by wire transfer of same-day funds to the account that the
Selling Shareholders designated in writing to the Investor no later than two
business days before the Closing.

         2.4     Exchange for ADSs.  As soon as practicable after completion of
the Merger contemplated in Article I and the sale and purchase of the Family
CPOs contemplated in this Article II, the Investor will transfer to the
Depositary 92,378,637 CPOs, and the Depositary will issue to the Investor
10,264,293 ADSs.  All ADSs will be represented by ADRs.  No fractional amounts
of ADSs will be issued.  As a result, the Investor will hold six CPOs,
representing the number of CPOs received in excess of the amount evenly
divisible by nine.  At the Investor's election, such CPOs may be withdrawn from
the CPO Trust and deposited as Series A Shares in the Controlling Trust.

         2.5     Increase Based on 1999 EBITDA.

                 (a)      On the fifth business day following the end of the
first quarter of 2000 (the "Final Funding Date") and subject to this Section
2.5, Chancellor will pay additional consideration to the Company solely in the
form of shares of Chancellor Stock.  The number of shares of Chancellor Stock
to be so delivered (the "Contingent Shares") shall be determined in accordance
with Section 2.5 (c) below on the basis of an amount (the "Adjustment Amount")
equal to the sum of the following clauses (i) and (ii) (it being understood
that neither of the following clauses (i) or (ii) shall negate or otherwise
diminish in any respect the obligations of Chancellor pursuant to Section 1.2
or Section 2.3):

                          (i)     the product of (A) US$29,078,025.43 and (B)
         the lesser of (1) the excess, if any, of 1999 EBITDA over X, divided
         by US$3,265,000, and (2) 1; plus

                          (ii)    the product of (A) US$29,078,025.43  and (B)
         the lesser of (1) the excess, if any, of 1999 EBITDA over Y, divided
         by US$3,499,000 and (2) 1.

                 where:

                 X = US$31,735,000 and

                 Y = US$37,500,000

                 (b)      For purposes of this Agreement, "1999 EBITDA" shall
mean the Company's actual consolidated earnings before interest, taxes,
depreciation and amortization as per the consolidated financial statements of
the Company prepared in accordance with Mexican generally accepted accounting
principles ("Mexican GAAP") or United States generally accepted accounting
principles ("U.S. GAAP") as specified in a written notice (the "Election
Notice") signed by the Chief Financial Officer of the Company and delivered to
Chancellor on the Closing Date. The 1999 EBITDA shall not include any
subsidiary or investment the results of which are not consolidated (such as
investments accounted for under the equity method of accounting) in the
financial results of





                                     - 8 -
<PAGE>   16
the Company under the relevant accounting principles.  If the Company's
Election Notice specifies U.S. GAAP, 1999 EBITDA shall be calculated in U.S.
dollars.  If the Company's Election Notice specifies Mexican GAAP, (i) 1999
EBITDA shall be calculated in pesos, (ii) the U.S. dollar amounts set forth in
clauses (i) and (ii) of Section 2.6(a) shall be converted into pesos at the
dollar/peso exchange rate in effect on the Closing Date (and, correspondingly,
the Adjustment Amount shall be initially denominated in pesos) and (iii) the
Adjustment Amount, denominated in pesos, shall then be converted to U.S.
dollars at the dollar/peso exchange rate in effect on the Final Funding Date
(in each case using exchange rates published by Banco de Mexico as the tipo de
cambio para solventar obligaciones denominadas en moneda extranjera pagaderas
en la Repcblica Mexicana in El Diario Oficial de la Federacion).  If the
Company does not deliver an Election Notice to Chancellor on the Closing Date,
1999 EBITDA shall be determined in accordance with U.S. GAAP and calculated in
U.S. dollars.  The Company shall also specify in the Election Notice whether it
elects to have the number of Contingent Shares determined in accordance with
Section 2.5(c)(i) or Section 2.5(c)(ii), it being understood that if the
Company does not make an election as provided herein, the number of Contingent
Shares shall be determined in accordance with Section 2.5(c)(ii).  The 1999
EBITDA shall be adjusted to include the EBITDA contribution of any business
acquired in 1998 or 1999 (which shall be the actual EBITDA of the acquired
business for the full year in the case of any acquisition consummated in 1999)
for which the definitive acquisition agreement shall have been executed after
the date of this Agreement, and each of the amounts defined as "X" and "Y" in
the formula set forth in Section 2.5(a) shall be increased by an amount equal
to the acquisition price paid divided by 8.9.  It is understood that in certain
circumstances, it may be desirable for the Company to engage in an acquisition
which is dilutive to 1999 EBITDA but which offers other benefits to the
Company.  In these circumstances, the Company's management may propose that the
EBITDA contribution from the business so acquired be excluded from the
computation of 1999 EBITDA, and that the amounts defined as "X" and "Y" in the
formula set forth in Section 2.5(a) not be modified, in which event Chancellor
shall not unreasonably withhold its consent to such proposal, it being
understood that nothing in this sentence shall affect the right of Chancellor
to exercise its veto rights under this Agreement or the Shareholders'
Agreement.

                 (c)      The number of Contingent Shares to be delivered
pursuant to Section 2.5(a) shall be determined as follows:

                          (i)     If the Election Notice specifies that the
         number of Contingent Shares to be delivered pursuant to Section 2.5(a)
         shall be determined in accordance with this Section 2.5(c)(i), the
         number of Contingent Shares shall be equal to the Adjustment Amount in
         U.S. dollars divided by the Chancellor Stock Price (not to be less
         than US$42.75 or greater than US$57.00 for this purpose).

                          (ii)    If the Election Notice specifies that the
         number of Contingent Shares to be delivered pursuant to Section 2.5(a)
         shall be determined in accordance with this Section 2.5(c)(ii), the
         number of Contingent Shares shall be equal to (A) the sum of (1) the
         Adjustment Amount and (2) the Interest Amount (as defined below),
         divided by (B) the average closing sale price, regular way, per share
         of the Chancellor Stock as reported on the





                                     - 9 -
<PAGE>   17
         Nasdaq National Market for the 10 trading days ending on the third
         trading day preceding the Final Funding Date.  The "Interest Amount"
         shall be the amount of interest on the Adjustment Amount accrued from
         the Closing Date to and including the Final Funding Date at a rate
         equal to (i) if 1999 EBITDA is determined in accordance with U.S.
         GAAP, the  effective compounded yield which would have been obtained
         by investing funds in 13-week United States Treasury bills during such
         period (using rates reported therefor in The Wall Street Journal) or
         (ii) if 1999 EBITDA is determined in accordance with Mexican GAAP, the
         effective compounded yield which would have been obtained by investing
         funds in 28-day certificados de la tesoreria (CETES) during such
         period (using rates reported therefor in El Diario Oficial de la
         Federacion).

                 (d)      For purposes of the laws of Mexico, including the tax
laws of Mexico, the Company shall report and account for the receipt of
Contingent Shares pursuant to  this Section 2.5 as a capital transaction.

         2.6     Title; Registration; Legends.  The Series A Shares, the
beneficial interests in the Controlling Trust , the CPOs, the ADSs, and the
ADRs representing ADSs to be delivered to the Investor Companies pursuant to
Article I and this Article II shall each be free and clear of all Liens (except
as arise under the Transaction Documents or as are created by the Investor or
its Affiliates) and shall be evidenced by appropriate certificates and
receipts, duly registered in the name of the Investor, and executed by duly
authorized directors or officers of the Company, the CPO Trustee, the
Controlling Trust , or the Depositary, as appropriate, as well as by the
corresponding recordations in the authorized transfer records of the Company,
CPO Trust, Controlling Trust , and Depositary.  ADRs representing the ADSs
issued to the Investor shall be stamped or otherwise imprinted with a legend in
substantially the following form:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
         LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
         TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES
         EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION OF THE
         ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER)
         THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT
         VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

The legend shall be removed from any such ADR when and so long as such security
shall have been effectively registered under the United States Securities Act
of 1933 (the "Securities Act") and disposed of pursuant thereto, disposed of
pursuant to the provision of Rule 144, or otherwise disposed of in a
transaction in which such legend is no longer required for compliance under the
Securities Act.  At that time, the holder of the security shall be entitled to
receive, at the Company's expense, a new security not bearing a restrictive
legend.





                                     - 10 -
<PAGE>   18
         2.7     Ownership Percentage.  The Parties agree that, immediately
after giving effect to the foregoing transactions, the Investor will hold a
beneficial ownership interest in the Controlling Trust  representing 21.02% of
the equity of the Company and will hold ADSs and CPOs representing an
additional 28.98% of the equity of the Company, which together will represent
50% of the equity of the Company.

         2.8     Anti-dilution Provision.  If Chancellor performs (or
establishes a record date for) a stock split, stock dividend, recapitalization,
subdivision, extraordinary dividend, reclassification, combination, exchange of
shares or similar transaction with respect to the outstanding Chancellor Stock
and the record date therefor shall occur prior to the Merger Effective Time or
the Final Funding Date, as the case may be, amounts and calculations set forth
in this Agreement shall be appropriately adjusted to reflect such transaction
or event.


                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         3.1     Representations and Warranties of the Company.  The Company
represents and warrants to the Investor Companies as follows (in each case as
qualified by matters reflected on the disclosure schedule dated as of the date
of this Agreement and delivered by the Company to the Investor Companies on or
before the date of this Agreement (the "Company Disclosure Schedule") and in
the Company SEC Documents (defined in Section 3.1.3) and made a part hereof by
reference, each such matter qualifying each representation and warranty, as
applicable, notwithstanding any specific section or schedule reference or lack
thereof), with the understanding that the Investor Companies are relying on
such representations and warranties in entering into and performing this
Agreement and the other Transaction Documents, and such representations and
warranties shall be unaffected by any investigation heretofore or hereafter
made by any Investor Company:

                 3.1.1    Organization of the Company and Subsidiaries.  The
Company has been duly incorporated and is validly existing and in good standing
as a corporation with variable capital (sociedad anonima de capital variable)
under the laws of Mexico.  Each Subsidiary (defined in Section 9.14) of the
Company has been duly organized and is validly existing and in good standing as
a corporation under the laws of Mexico, and each of the Company and its
Subsidiaries is duly qualified and in good standing as a foreign corporation in
each jurisdiction in which the character or location of its properties (owned,
leased or licensed) or the nature or conduct of the Business makes such
qualification necessary, except to the extent that any failure in respect of
the foregoing would not have a Material Adverse Effect (as hereinafter
defined).  The Company has delivered to Chancellor true and complete copies of
the Charter of the Company and each of its Subsidiaries, as in effect at the
date of this Agreement.  The Company is not in violation of any provisions of
its Charter, and none of its Subsidiaries is in violation of its Charter.
"Material Adverse Effect" means, with respect to a person, any change, effect,
event or occurrence that is materially adverse to the





                                     - 11 -
<PAGE>   19
business, operations, assets, condition (financial or other), or results of
operations of such person and its subsidiaries, taken as a whole.

                 3.1.2    Authorization of Agreement and Other Transaction
Documents; Binding Obligations.  The Company has the requisite corporate power
and authority to execute and to deliver this Agreement and each other document
to which it is a party required to be delivered at or before the Closing
pursuant to Article VI (collectively, the "Transaction Documents" and each,
individually, a "Transaction Document") and to perform the transactions
contemplated hereby or thereby to be performed by it.  The execution and
delivery by the Company of this Agreement and any other Transaction Document to
which it is a party and the performance by it of the transactions contemplated
hereby or thereby to be performed by it have been duly and validly authorized
by all necessary action (corporate and other) on the part of the Company,
subject, in the case of the Merger, to approval of the Merger Agreement and the
Merger by the shareholders of the Company in accordance with law.  This
Agreement and each other Transaction Document to which the Company is a party
have been, or upon execution and delivery will be, duly executed and delivered
by duly authorized legal representatives of the Company holding the necessary
powers of attorney and (assuming that each of the Transaction Documents is a
legal, valid and binding obligation of each other party thereto) constitute, or
upon execution and delivery will constitute, the valid and binding obligations
of the Company enforceable against it in accordance with its respective terms.

                 3.1.3    Company SEC Documents.  The Company has made
available to Chancellor a true and complete copy of each report, schedule,
registration statement and definitive information statement filed by the
Company with the United States Securities and Exchange Commission (the "SEC")
since December 31, 1997, and before or on the date of this Agreement, including
the Company's Report on Form 20-F for the year ended December 31, 1997 (the
"1997 20-F" and, collectively, the "Company SEC Documents"), which are all the
documents (other than preliminary materials) that the Company was required to
file with the SEC between December 31, 1997, and the date of this Agreement.
As of their respective dates, the Company SEC Documents complied in all
material respects with the requirements of the United States Securities
Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the
SEC thereunder applicable to such Company SEC Documents, and none of the
Company SEC Documents contained any untrue statement of a material fact or
omitted 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
were made, not misleading.

                 3.1.4    No Stamp or Other Taxes.  No stamp or other issuance
or transfer taxes or duties and no capital gains, income, withholding or other
taxes are payable by the Company (except for immaterial amounts payable by the
Company) or the Investor Companies in Mexico or to any political subdivision or
taxing authority thereof or therein in connection with (a) the authorization,
issuance, sale and delivery of the Series A Shares by the Company in the Merger
or of the Family CPOs by the Selling Shareholders in the manner contemplated by
this Agreement, (b) the issuance of beneficial interests in the Controlling
Trust to the Investor against transfer of Series A Shares to the Controlling
Trust in the manner contemplated by this Agreement, (c) the issuance of CPOs to
the Investor against the transfer of Series A Shares to the CPO Trust in the
manner contemplated by this





                                     - 12 -
<PAGE>   20
Agreement, (d) the issuance of ADRs evidencing ADSs to the Investor against
deposit with the Depositary of CPOs by the Investor in the manner contemplated
by this Agreement, or (e) the consummation of any other transactions
contemplated by this Agreement and the other Transaction Documents.

                 3.1.5    Dividends and Distributions.  Under current
applicable Mexican laws and regulations, all dividends and other distributions
declared or to be declared and payable on the Series A Shares will be paid in
Mexican pesos, as appropriate, through the Controlling Trust to the beneficial
owners of the Controlling Trust or through the CPO Trustee to the holders of
CPOs, including the Depositary, and such Mexican pesos may be converted into
foreign currency that may be freely transferred outside of Mexico; and all such
dividends and other distributions made to holders of ADSs, CPOs, or beneficial
interests in the Controlling Trust Agreement who are not residents of Mexico
are not subject to Mexican withholding or other taxes under Mexican laws and
regulation and are otherwise free and clear of any tax, duty, withholding or
deduction in Mexico and do not require the obtaining of any governmental
authorization in Mexico; and all cash dividends or distributions received by
the CPO Trustee through Indeval on behalf of the CPO Trustee will be
distributed to the holders of CPOs, including the Depositary, no later than
five business days after the dividend or distribution is received by the CPO
Trustee through Indeval.

                 3.1.6    Subsidiaries of the Company.  Schedule 3.1.6 of the
Company Disclosure Schedule sets forth a true and complete list of all of the
Company's Subsidiaries, together with the jurisdiction of incorporation or
organization of each such Subsidiary and the percentage of each such
Subsidiary's outstanding capital stock or other equity interests owned by the
Company or another Subsidiary of the Company.  All outstanding shares of
capital stock of, or other ownership interests in, each Subsidiary of the
Company have been validly issued and are fully paid and nonassessable and are
owned directly or indirectly by the Company, free and clear of all liens,
pledges, voting agreements, voting trusts, proxy agreements, claims, charges,
security interests, restrictions, mortgages, deeds of trust, tenancies, and
other possessory interests, conditional sale or other title retention
agreements, assessments, easements, rights of way, covenants, restrictions,
rights of first refusal, defects in title, encroachments, and other burdens,
options, rights of others, or encumbrances of any kind (collectively, "Liens").
No shares of any corporation or any ownership or other investment interest,
either of record, beneficially or equitably, in any person are owned or held by
the Company or any Subsidiary of the Company.  There are no (i) options,
warrants, calls, subscriptions, conversion or other rights, agreements or
commitments obligating the Company or any of its Subsidiaries to issue, sell or
transfer any shares of capital stock of, or any equity interest in the Company
or any such Subsidiary, or any securities convertible into, exchangeable for or
evidencing the right to subscribe for such capital stock or equity interests or
(ii) outstanding contractual obligations of the Company or any of its
Subsidiaries to repurchase, redeem or otherwise acquire any such capital stock
or equity interests.





                                     - 13 -
<PAGE>   21
                 3.1.7    No Conflicts; Required Consents.

                 (a)      The execution and delivery by the Company of this
Agreement and the other Transaction Documents to which it is a party do not,
and the performance by the Company, the Selling Shareholders, or other parties
to this Agreement or any Transaction Document of the transactions contemplated
hereby or thereby to be performed by it will not, subject to obtaining the
consents, approvals, orders or authorizations and making the filings referred
to below, (i) violate, conflict with or result in a breach of any provision of
the Charter of the Company or the Charter of any of its Subsidiaries, (ii)
conflict with, or result in any violation or breach of, or constitute a default
(with or without notice or lapse of time, or both) under, or give rise to a
right of termination, cancellation or acceleration of any obligation or to loss
of a benefit under, or give any person the right to require any security to be
repurchased under, any permits, licenses, instruments, franchises, concessions,
authorizations and approvals (collectively, "Permits") or any contract, order,
judgment or decree to which the Company or any of its Subsidiaries is a party,
by which any of their respective properties are bound, or that are used by the
Company or any of its Subsidiaries under management agreements, (iii)
constitute a violation of any laws, statutes, rules, regulations, ordinances,
judgments, orders, decrees, injunctions, and writs of any Governmental Entity
(defined in Section 3.1.7(c)) having jurisdiction over the Company or any of
its Subsidiaries or the Business, operations, properties or assets of the
Company or its Subsidiaries, as they may be in effect on or before the Closing
("Law"), or (iv) conflict with or result in a breach of any of the terms and
provisions of, or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) or require consent under, or
result in the creation or imposition of any Lien upon any property of the
Company or any of its Subsidiaries pursuant to the terms of any agreement to
which the Company or any of its Subsidiaries is a party or by which any of such
entities or their respective properties may be bound or under which the Company
or any of its Subsidiaries owns or operates any of their respective properties
or the Business.

                 (b)      Neither the Company nor any of its Subsidiaries (i)
is in violation of any of their respective Charter, (ii) is in default in the
due performance or observance of any agreement or instrument to which the
Company or any Subsidiary is a party or by which it or any of them or any of
their respective properties may be bound (and no event has occurred which, with
notice or lapse of time or both, would constitute such a default), except for
such defaults as would not have a Material Adverse Effect, (iii) is in
violation of any Law to which it or its property may be subject, except for
such violations as would not have a Material Adverse Effect, or (iv) has failed
to obtain and have in full force and effect any material Permit necessary for
the conduct of its business or the ownership or lease of its property.

                 (c)      Schedule 3.1.7 of the Company Disclosure Schedule
sets forth a complete and correct list of all consents, approvals, orders and
Permits of, and registrations, declarations and filings with, any third party
or any governmental or regulatory department, commission, board, bureau,
agency, court or other instrumentality of the United States, Mexico or any
state, county, parish or municipality, jurisdiction, or other political
subdivision thereof (including the SECOFI, CFC, CNBV, Bolsa, United States
Department of Justice and United States Federal Trade Commission)
("Governmental Entity") (including any consent, approval or authorization with
respect to any contract, Permit or Environmental Permit (defined in Section
3.1.26)) that is required to be obtained





                                     - 14 -
<PAGE>   22
or made by or with respect to the Company or any of its Subsidiaries in
connection with the execution and delivery of this Agreement and any other
Transaction Documents by the Company or the performance by the Company of the
transactions contemplated hereby or thereby to be performed by it.

                 3.1.8    Capital Stock.

                 (a)      The authorized capital stock of the Company as of the
date hereof consists solely of 247,414,768 Series A Shares, of which
193,133,744 shares are issued and outstanding.  All the issued and outstanding
shares of Series A Shares have been duly authorized and validly issued,
represent the fixed portion of the capital stock, are fully paid and
nonassessable, and were not issued in violation of any preemptive or similar
rights.  The Company's Charter as of the date hereof provides for Series "L"
Shares but no Series "L" Shares are issued or outstanding.  Schedule 3.1.8 of
the Company Disclosure Schedule hereof sets forth the record ownership of all
capital stock of the Company that is issued and outstanding on the date hereof,
and will be issued and outstanding immediately before the Closing, including
the names, addresses and number of shares held by each record shareholder.
There are no bonds, debentures, notes or other indebtedness issued or
outstanding having the right to vote ("Voting Debt") on any matters on which
holders of capital stock of the Company or capital stock of any of its
Subsidiaries listed on Schedule 3.1.6 of the Company Disclosure Schedule may
vote.

                 (b)      Except for this Agreement and the other Transaction
Documents, there are no options, warrants, calls, subscriptions, conversion or
other rights, agreements or commitments obligating the Company or any of its
Subsidiaries listed in Schedule 3.1.6 of the Company Disclosure Schedule to
issue (i) any additional shares of capital stock of the Company, (ii) any other
securities convertible into, exchangeable for or evidencing the right to
subscribe for any shares of capital stock of the Company, or (iii) any Voting
Debt.  There are no outstanding contractual obligations of the Company or any
of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of
capital stock of the Company.  The shareholders of the Company have no
preemptive rights or other rights to acquire the CPOs or the Series A Shares
that have not been irrevocably waived.  There are no restrictions on transfers
of the ADSs, the CPOs, or the Series A Shares, except as required by (A) the
Company's Charter, (B) the CPO Trust, (C) Mexican law with respect to the
ownership of the Series A Shares, (D) the Securities Act and (E) the Deposit
Agreement.

                 3.1.9    Title to Securities.  Immediately after consummation
of the transactions contemplated hereby, the Investor will own, beneficially
and of record and free and clear of any Lien (except as arise under this
Agreement or any other Transaction Documents or that are imposed by the
Investor or its Affiliates), the securities it receives under this Agreement,
and such securities will be duly authorized, validly issued, fully paid, and
non assessable and will not have been issued in violation of any preemptive
rights.  Immediately after consummation of the transactions contemplated
hereby, the Series A Shares in which the Investor is acquiring a financial
interest may be freely deposited by the Investor in the CPO Trust against
issuance of CPOs, and any CPOs acquired by the Investor may be freely deposited
with the Depositary against issuance of the ADRs representing





                                     - 15 -
<PAGE>   23
ADSs.  The ADRs, ADSs, CPOs and Series A Shares conform in all material
respects to the descriptions thereof contained in the Company SEC Documents.
Immediately after consummation of the transactions contemplated hereby, the CPO
Trust will hold of record 230,066,073 Series A Shares and the Controlling Trust
will hold of record 88,696,919 Series A Shares (in each case free and clear of
all Liens except as arise under the Transaction Documents), which together will
represent all of the issued and outstanding capital stock of the Company.

                 3.1.10   Financial Statements.

                          (a)     The Company has delivered to the Investor
Companies true and complete copies of (i) the audited consolidated balance
sheets of the Company at December 31, 1997, 1996, 1995, 1994 and 1993, together
with the related audited consolidated statements of income, shareholders'
equity and cash flows (sources and uses of cash) of the Company for the periods
then ended, and the notes thereto, accompanied by the reports thereon of BDO
International SC, independent public accountants and (ii) the unaudited
consolidated balance sheet of the Company and its Subsidiaries as of March 31,
1998, together with the related unaudited consolidated statements of income,
shareholders' equity and cash flows for the three-month period then ended
(collectively, the "Financial Statements").  The Financial Statements,
including the notes thereto, have been prepared in accordance with Mexican
generally accepted accounting principles consistently applied throughout the
periods involved and have been reconciled with generally accepted accounting
principles in the United States ("GAAP") to the extent required by the Exchange
Act (except as noted therein); and the financial statement schedules thereto
present fairly the information required by the Exchange Act to be stated
therein; except for such deviation from GAAP as described in the Company SEC
Documents.  All of the Financial Statements, including the related notes,
present fairly the consolidated financial position, results of operations,
changes in shareholders' equity and cash flows (sources and uses of cash) of
the Company as of such dates and for the periods indicated.  References in this
Agreement to the "Balance Sheet Date" shall mean December 31, 1997, and to the
"Balance Sheet" shall mean the audited consolidated balance sheet of the
Company as of December 31, 1997.

                 (b)      There is no liability or obligation of any kind,
whether accrued, absolute, fixed, contingent, or otherwise, of the Company or
its Subsidiaries that is not reflected or reserved against in the Balance Sheet
(or referred to in the footnotes to the Financial Statements), other than (i)
liabilities incurred in the ordinary course of business since the Balance Sheet
Date, or (ii) any such liability which would not be required to be presented in
financial statements or the notes thereto prepared in conformity with GAAP
applied, in a manner consistent with past practice, in the preparation of the
Financial Statements.

                 3.1.11   Registration Rights.  No holder of securities of the
Company has any rights to the registration of securities of the Company,
whether exercisable currently, at a future date, or upon the occurrence of any
contingency.





                                     - 16 -
<PAGE>   24
                 3.1.12   Accounts Receivable.  There are no discounts, trade
promotions or similar marketing arrangements that affect the collectibility or
value of any accounts receivable of the Company and its Subsidiaries other than
those set forth in the Company SEC Documents.

                 3.1.13   Books of Account.  The books, records and accounts of
the Company and its Subsidiaries accurately and fairly reflect, in reasonable
detail, the transactions and the assets and liabilities of the Company and its
Subsidiaries, as applicable.  Neither the Company nor any of its Subsidiaries
has engaged in any transaction, maintained any bank account or used any of the
funds of the Company or such Subsidiary except for transactions, bank accounts
and funds which have been and are reflected in the normally maintained books
and records of the Business.

                 3.1.14   Certain Agreements.

                 (a)      Schedule 3.1.14 of the Company Disclosure Schedule
contains a complete and correct list of each:

                          (i)     employment, union or consulting contract
         (unless such employment or consulting contract is terminable without
         liability or penalty on 30 days, or less notice);

                          (ii)    contracts set forth on Schedule 3.1.29(b)
         (relating to contracts with Affiliates) of the Company Disclosure
         Schedule;

                          (iii)   agreement, contract or commitment exceeding
         US$250,000 in value;

                          (iv)    distribution, dealer, representative or sales
         agency agreement, contract or commitment, not cancelable by the
         Company without material penalty or liability for damages upon no more
         than 90 days' notice;

                          (v)     agreement, contract or commitment for any
         charitable or political contribution exceeding US$100,000 in value;

                          (vi)    agreement, contract or commitment limiting or
         restraining the Company, any of its Subsidiaries or any successor
         thereto from engaging or competing in any manner or in any business
         (and, to the knowledge of the Company, no employee of the Company is
         subject to any such agreement, contract or commitment);

                          (vii)   license, franchise, distributorship or other
         agreement which relates in whole or in part to any material software,
         patent, trademark, trade name, trade secret, service mark or copyright
         or to any ideas, technical assistance or other know-how of or used by
         the Company or any of its Subsidiaries (other than licenses or other
         agreements relating to non-custom software packages used by the
         Company or any of its Subsidiaries); or





                                     - 17 -
<PAGE>   25
                          (viii)  other contract that is required to be filed
         under the Exchange Act (or, with the passage of time, will be required
         to be filed under the Exchange Act);

in any such case, to which the Company or either Subsidiary is a party or to
which the Company or either Subsidiary or their respective assets is bound
(such contracts listed or required to be listed being the "Material
Contracts").  Each Material Contract is a valid and binding obligation of the
Company or one of its Subsidiaries and is in full force and effect.  The
Company or the relevant Subsidiary and, to the knowledge of the Company, each
other party to the Material Contracts, has performed in all material respects
the obligations required to be performed by it under the Material Contracts and
is not (with or without lapse of time or the giving of notice, or both) in
breach or default thereunder.  To the knowledge of the Company, there is no
reason to believe that the other party or parties to each Material Contract for
which the Company or any of its Subsidiaries receives revenues or operates
radio stations (i) will not renew such Material Contract on substantially the
same terms as currently exist on or before the date such Material Contract
expires or (ii) will exercise any right of termination of such Material
Contract.  A complete and correct copy of each written Material Contract set
forth in Schedule 3.1.14 of the Company Disclosure Schedule has been made
available to the Investor Companies before the date of this Agreement.  With
respect to the Operating Agreement with Comercializadora Siete de Mexico, S.A.
de C.V., identified on Schedule 3.1.14, the Company Disclosure Schedule also
includes a true and correct summary of the principal terms of such Material
Contract, including payment terms, operating rights, and termination
provisions; summary of all principal communications and negotiations held
during the past year with respect to such Material Contract; and summary of the
Company's reasonable expectations about whether such Material Contract will be
renewed, the terms on which such renewal (if any) is likely to occur, and the
Company's plans if such Material Contract is not renewed.

                 (b)      Schedule 3.1.14 of the Company Disclosure Schedule
sets forth each oral or written agreement, plan or arrangement of the Company
and any of its Subsidiaries with any employee or other radio station or
broadcast personnel (whether an employee, consultant or an independent
contractor) of the Company or its Subsidiary (i) the benefits of which are
contingent, or the terms of which are materially altered, upon, or result from,
the occurrence of a transaction involving the Company or its Subsidiary of the
nature of any of the transactions contemplated by this Agreement or the other
Transaction Documents, (ii) providing severance benefits longer than 45 days or
other benefits after the termination of employment or other contractual
relationship regardless of the reason for such termination and regardless of
whether such termination is before or after a change of control, (iii) under
which any person may receive payments subject to excess benefits or similar
taxes, or (iv) any of the benefits of which will be increased, or the vesting
of benefits of which will be accelerated, by the occurrence of any of the
transactions contemplated by this Agreement or the other Transaction Documents
or the value of any of the benefits of which will be calculated on the basis of
any of the transactions contemplated by this Agreement or the other Transaction
Documents.

                 (c)      The Company has made available to the Investor
Companies (i) true and correct copies of all loan or credit agreements, notes,
bonds, mortgages, indentures and other agreements and instruments pursuant to
which any indebtedness of the Company or any of its





                                     - 18 -
<PAGE>   26
Subsidiaries in an amount exceeding US$100,000 is outstanding or may be
incurred or pursuant to which the Company guarantees or otherwise secures the
indebtedness of any other person in an amount exceeding US$100,000, and (ii)
accurate information regarding the respective principal amounts currently
outstanding thereunder.

                 3.1.15   Personal Property.  The Company and its Subsidiaries
have good title to, or a valid leasehold or license interest in, all of the
machinery, equipment (including the transmitter and studio equipment), computer
programs, computer software, tools, motor vehicles, furniture, furnishings,
leasehold improvements, office equipment, supplies, plant, spare parts, and
other tangible property which is owned or leased by the Company or its
Subsidiaries, which is used or held for use in their respective businesses or
operations as now conducted and which is material to the conduct of the
Business (the "Personal Property").

                 3.1.16   Liens and Encumbrances.  All of the assets of the
Company and its Subsidiaries are free and clear of all Liens, except (i) Liens
set forth in the Company SEC Documents, (ii) Liens for Taxes (as defined in
Section 3.1.27) not delinquent or the validity of which is being contested in
good faith by appropriate proceedings and as to which adequate reserves have
been established on the Balance Sheet in accordance with GAAP consistently
applied throughout the periods indicated therein, (iii) Liens which in the
aggregate do not now have and cannot reasonably be expected in the future to
have a Material Adverse Effect, and (iv) statutory landlord's, workmen's,
repairmen's, labor compensation, unemployment insurance, social security or
other similar Liens arising or incurred in the ordinary course of business and
which are for amounts that are not yet overdue (clauses (ii) through (iv)
collectively the "Permitted Liens").

                 3.1.17   Intellectual Property.  The Company or its
Subsidiaries own or have the unencumbered right to use pursuant to a valid,
binding and enforceable license agreement or other contract or arrangement all
Intellectual Property (as hereinafter defined) used by the Company or its
Subsidiaries in the Business.  There are not pending or, to the knowledge of
the Company, threatened actions of any nature affecting the validity of, or
asserting any infringement or misappropriation of, the Intellectual Property.
There is, to the knowledge of the Company, no reasonable basis upon which any
claim may be asserted against the Company or any of its Subsidiaries for
infringement or misappropriation of any Intellectual Property.  All letters
patent, registrations and certificates issued by any Governmental Entity
relating to any of the Intellectual Property owned by the Company or any of its
Subsidiaries and all licenses and other agreements pursuant to which the
Company or any of its Subsidiaries uses any of the Intellectual Property are
valid and subsisting and have been properly maintained, and neither the Company
nor any such Subsidiary, nor to the knowledge of the Company, any other person,
is in default or violation thereunder.

         As used herein, "Intellectual Property" means all Trademarks,
Know-how, copyrights, copyright registrations and applications for
registration, Patents and all other intellectual property rights whether
registered or not, licensed to or owned by the Company or its Subsidiaries
relating to the business or operations of the Company and its Subsidiaries,
including the call letters of each of the radio stations of the Company and its
Subsidiaries and the goodwill related to the foregoing;





                                     - 19 -
<PAGE>   27
"Trademarks" means (a) trademarks, service marks, trade names, trade dress,
labels, logos, and all other names and slogans associated with any products or
embodying the goodwill of the business of any radio station, whether or not
registered, and any applications or registrations therefor and (b) any
associated goodwill incident thereto owned by the Company or its Subsidiaries;
"Know-how" means all plans, ideas, concepts and data, research records, all
promotional literature, customer and supplier lists and similar data and
information and all other confidential or proprietary technical and business
information; and "Patent" means all patent and patent applications (including
all reissues, divisions, continuations, continuations-in-part, renewals, and
extensions of the foregoing) owned by the Company or its Subsidiaries.

                 3.1.18   Condition of Assets.  All the assets owned by the
Company are in good operating condition and repair, subject to normal wear and
maintenance, are usable in the regular and ordinary course of business and
conform to all applicable Laws, and all Permits issued to the Company or any of
its Subsidiaries by any Governmental Entity relating to their construction, use
and operation.  Such assets, including licenses and leasehold interests,
constitute all assets and rights necessary to operate the Business as currently
conducted and as currently contemplated to be conducted.

                 3.1.19   Real Property.

                 (a)      Owned Real Property.  Title to all real property
owned by the Company or any of its Subsidiaries, together with all appurtenant
consents thereto and all structures, fixtures and improvements thereto (the
"Owned Real Property") is good and marketable, absolute, validly registered in
the appropriate public records, and free and clear of all Liens other than
Permitted Liens.  The Company or its Subsidiaries has sufficient title to such
easements, rights of way and other rights appurtenant to each of the Owned Real
Properties as are necessary to permit ingress and egress to and from the Owned
Real Property to a public way, and the improvements on the Owned Real Property
have access to such sewer, water, gas, electric, telephone, and other utilities
as are necessary to allow the Business operated thereon to be operated in the
ordinary course and consistent with past practice.  There are no lessees or
tenants at will in possession of any portion of the Owned Real Property other
than the Company or its Subsidiaries.  No zoning, building or other federal,
state or municipal law, ordinance, regulation or restriction is violated in any
material respect by the continued maintenance, operation or use of the Owned
Real Property or any tract or portion thereof or interest therein in its
present manner.  The current use of the Owned Real Property or any tract or
portion thereof by the Company or its Subsidiaries does not violate any
restrictive covenants of record affecting any of the Owned Real Property.

                 (b)      Leased Real Property.  All real property leases to
which the Company or any of its Subsidiaries is a party and that provide for a
monthly rental payment in excess of US$10,000 (the "Real Property Leases") are
valid, binding and enforceable in accordance with their terms, neither the
Company nor any of its Subsidiaries, as applicable, nor, to the knowledge of
the Company, any other party to any such Real Property Lease is in default
thereunder, and no event of default or other event that, with the giving of
notice and/or the passage of time, would constitute an event of default





                                     - 20 -
<PAGE>   28
has occurred thereunder with respect to the Company or any such Subsidiary or,
to the knowledge of the Company, any other party thereto.  No condition exists
with respect to any Real Property Lease which would give the lessor or any
third party the right, before the expiration of the lease term, to dispossess
the Company or its Subsidiary, as the case may be, as lessee provided such
lessee complies with its lease obligations.  To the knowledge of the Company,
each parcel of property leased by the Company (the "Leased Real Property") is
properly zoned for, or is entitled to exemption, which permits its present use
under applicable zoning ordinances, and there are no pending or, to the
knowledge of the Company, threatened actions or proceedings which could result
in a modification or termination of such zoning.

                 (c)      Notices with Respect to Real Property.  Neither the
Company nor any of its Subsidiaries has received notice that any Owned Real
Property or Leased Real Property is subject to any governmental decree or order
to be sold or is being condemned, expropriated or otherwise taken by any public
authority with or without payment of compensation therefor, nor, to the
knowledge of the Company, has any such condemnation, expropriation or taking
been proposed.

                 3.1.20   Insurance.  Since January 1, 1993, the Company and
its Subsidiaries have been insured against such risks as companies engaged in a
similar business would, in accordance with good business practice, customarily
be insured.

                 3.1.21   Absence of Certain Changes.  Since the Balance Sheet
Date, the Company and its Subsidiaries have conducted their respective
businesses only in the ordinary course consistent with past practice, and
nothing has occurred that would have been prohibited by Section 4.1 if the
terms of such Section had been in effect as of and after the Balance Sheet
Date.  Since the Balance Sheet Date and to the date of this Agreement, other
than pursuant to this Agreement and the other Transaction Documents, there has
not been (a) any event, circumstance, or fact (whether or not covered by
insurance), individually or in the aggregate, that (i) has resulted in a
Material Adverse Effect on the Company or (ii) is reasonably likely to result
in a Material Adverse Effect on the Company other than, for purposes of this
clause (ii), any effect resulting directly and primarily from changes in
general economic conditions in Mexico (a "Material Adverse Change"); (b) any
event, circumstance, or fact (whether or not covered by insurance),
individually or in the aggregate, that materially impairs the operation of the
physical assets of the Company or its Subsidiaries; (c) any material change by
the Company in its accounting methods, principles or practices; (d) any
declaration, setting aside or payment of any dividend or distribution in
respect of any capital stock of the Company or its Subsidiaries (other than to
the Company or its Subsidiaries) or any redemption, purchase or other
acquisition of any of the Company's or its Subsidiaries' securities (other than
from the Company or its Subsidiaries); (e) other than as required by law, any
increase in, amendment to, or establishment of any bonus, insurance, severance,
deferred compensation, pension, retirement, profit sharing, stock option, stock
purchase or other employee benefit plan; (f) any general increase in
compensation, bonus or other benefits payable to the employees of the Company
or its Subsidiaries, except for increases occurring in the ordinary course of
business in accordance with its customary practice; (g) any declaration or
payment of any bonus to the employees of the Company except for bonuses accrued
or otherwise reflected on the Company's unaudited balance sheet as of





                                     - 21 -
<PAGE>   29
March 31, 1998; (h) any incurrence of indebtedness for borrowed money (not
including trade payables incurred in the ordinary course of business) or
assumption or guarantee of indebtedness for borrowed money by the Company or
any of its Subsidiaries (other than loans from the Company to any wholly owned
Subsidiary), or the grant of any Lien on the material assets of the Company or
its Subsidiaries to secure indebtedness for borrowed money, in each case in
excess of US$50,000; (i) any sale or transfer of any material assets of the
Company or its Subsidiaries other than in the ordinary course of business and
consistent with past practice and other than any disposition of obsolete
property or property in connection with the acquisition of replacement property
of equal value; (j) any loan, advance or capital contribution to or investment
in any person by the Company or any Subsidiary in excess of US$50,000
(excluding any loan, advance or capital contribution to, or investment in, the
Company or any wholly owned Subsidiary and employee advances of less than
US$25,000 made in the ordinary course of business); (k) any knowledge or
receipt of notice of any actual or threatened war, labor trouble, strike or
other occurrence, event or condition of any similar character which has had or
is reasonably likely to have a Material Adverse Effect; or (l) any acquisition
of businesses or assets by the Company or any of its Subsidiaries completed,
pending, contemplated or currently being negotiated, which are (or after the
passage of time or completion will be) required to be disclosed in the Company
SEC Documents.

                 3.1.22   Customers.  There has not been any adverse change in
the business relationship of the Company or any of its Subsidiaries with any of
the 10 largest advertising or other customers of the Company or any of its
Subsidiaries, and the Company has no reason to believe that there will be any
such adverse change in the future either as a result of the consummation of the
transactions contemplated by this Agreement, the other Transaction Documents or
otherwise.

                 3.1.23   Personnel Information.

                 (a)      Schedule 3.1.23(a) of the Company Disclosure Schedule
is a true, correct and complete list of the names of the five highest
compensated individuals taking into account salary and benefits per year, with
respect to officers, employees or consultants of the Company and its
Subsidiaries, except collective bargaining agreements, and the Company has
separately provided to the Investor Companies a description of all employment
or consultant contracts or arrangements of the Company and its Subsidiaries
involving such individuals.

                 (b)      Schedule 3.1.23(b) of the Company Disclosure Schedule
is a true, correct and complete description of all of the collective bargaining
agreements relating to the Company and its Subsidiaries and, before the date of
this Agreement, the Company has delivered to the Investor true and complete
copies of each such collective bargaining agreement.  Neither the Company nor
any of its Subsidiaries is a party to any written or oral employment or
consultant contract or arrangement with any officer or employee of the Company
or its Subsidiaries in excess of US$100,000.

                 (c)      Schedule 3.1.23(c) of the Company Disclosure Schedule
is a true, correct and complete list of all benefit plans for the personnel of
the Company and its Subsidiaries including profit sharing, stock options, stock
purchase, bonus, pension, retirement, employee group insurance and





                                     - 22 -
<PAGE>   30
all other employee benefit plans, other than as required by Law or by
collective bargaining agreements disclosed in the Company SEC Documents and,
before the date of this Agreement, the Company has delivered to the Investor
Companies true and complete copies of each such benefit plan.  Neither the
Company nor its Subsidiaries is a party to any such benefit plans other than as
required by Law or by collective bargaining agreements disclosed in Schedule
3.1.23(b) of the Company Disclosure Schedule.

                 (d)      There are no labor strikes, disputes, disturbances,
lockouts, slowdowns, stoppages or grievances against the Company or any of its
Subsidiaries that are pending or, to the knowledge of the Company, threatened,
which in either case could reasonably be expected to have a Material Adverse
Effect.  The Company and its Subsidiaries are and have been in compliance for
the past five years with all applicable Laws regarding employment and
employment practices and those laws relating to terms and conditions of
employment, wages and hours, occupational safety and health and workers'
compensation and are not engaged in any unfair labor practices, and all
material payments thereof or pursuant to any collective bargaining agreement,
management agreement or employment agreement have been paid or accrued as a
liability on the books of the Company or the relevant Subsidiary in accordance
with GAAP.

                 (e)      The Company does not have any reason to believe that
any employee material to the Business will terminate his or her employment with
the Business as a result of the consummation of the transactions contemplated
by this Agreement, the other Transaction Documents or otherwise.  Neither the
execution and delivery of this Agreement or the other Transaction Documents nor
the consummation of the transactions contemplated hereby or thereby will:  (i)
result in any payment becoming due to any employee (current, former or retired)
of the Company or any of its Subsidiaries; (ii) increase any benefits under any
employee plan or any arrangement described on Schedule 3.1.23(c) of the Company
Disclosure Schedule; or (iii) result in the acceleration of the time of payment
or vesting of any such benefits.

                 3.1.24   Absence of Litigation.  There are no judicial or
administrative actions, proceedings or investigations pending or, to the
knowledge of the Company, threatened that question the validity of this
Agreement or any other Transaction Document or any action taken or to be taken
by the Company, the Selling Shareholders, or the Family Shareholders in
connection with this Agreement or any other Transaction Document.  There are no
material (i) lawsuits, actions, claims, administrative or other proceedings or
investigations relating to the conduct of the Business pending or, to the
knowledge of the Company, threatened by, against or affecting the Company, any
Affiliate thereof or the assets of the Company or any of its Subsidiaries, or
(ii) judgments, injunctions, orders, determinations, awards, settlement
agreements, or decrees of any Governmental Entity binding on the Company, any
of the Company's Subsidiaries or any of their respective assets.

                 3.1.25   Compliance With Law; Permits.

                 (a)      The Company and its Subsidiaries have complied with
each Law to which the Company, such Subsidiaries or their respective
businesses, operations, assets or properties are subject





                                     - 23 -
<PAGE>   31
and are not currently in violation of any of the foregoing, except for minor
failures to comply which, applying the full extent of the sanction for such
non-compliance, could not individually or in the aggregate have a Material
Adverse Effect.  No investigation or review by any Governmental Entity with
respect to the Company or its Subsidiaries is pending or, to the knowledge of
the Company, threatened.  The Company and each of its Subsidiaries has duly and
timely filed or caused to be so filed, all material forms, reports, statements,
and other documents required under applicable Law to be filed with any and all
Governmental Entities.  All such material forms, reports, statements and other
documents required under applicable Law to be filed with any Governmental
Entity (other than the Company SEC Documents and the Tax Returns) are referred
to herein, collectively, as the "Company License Reports."  All such Company
License Reports complied in all material respects with applicable Law when
made, and no deficiencies have been asserted with respect to any such filings.
The Company and its Subsidiaries are in compliance in all material respects
with the provisions of applicable Law relating to materials to be kept in the
public inspection files.

                 (b)      Schedule 3.1.25 of the Company Disclosure Schedule
contains a complete, correct and true list of all licenses and concessions from
the Mexican Ministry of Communication and Transportation (Secretaria de
Comunicaciones y Transportes") (the "SCT") owned or used by the Company and its
Subsidiaries for the broadcast of radio transmissions in Mexico, together with
the licence number and other government identification, radio frequency to
which it relates, call letters or numbers of the radio station to which it
relates, location for permitted use, and expiration date of the license.  The
Company has provided the Investor Companies with true and complete copies of
all such licenses and concessions and any agreements, decrees or other
instruments that modify or affect the terms of such licenses or concessions.
The Permits (which include such licenses and concessions) held by the Company
and its Subsidiaries constitute all the licenses, permits, and authorizations
required for the operation of the Business, each of the Permits is in full
force and effect, and no Permit contains a materially burdensome restriction
not adequately disclosed in the Company SEC Documents.  The Business has been
operated in all material respects in accordance with the terms of the Permits
and the Company and its Subsidiaries are otherwise in compliance with, and have
conducted the Business so as to comply with, the terms of such Permits. There
are no proceedings pending against the Company or any of its Subsidiaries or,
to the knowledge of the Company, threatened with respect to the Company's
ownership or operation of the Business which reasonably may be expected to
result in the revocation, material adverse modification, non-renewal, or
suspension of any of the Permits, the denial of any pending applications for
any Permits, the issuance against the Company or any of its Subsidiaries of any
cease and desist order, or the imposition of any administrative actions,
including the proposed assessment of fines and penalties, by any Governmental
Entity with respect to any Permits, or which reasonably may be expected to
adversely affect the operation of the Business as currently conducted, or the
Company's or any Subsidiary's ability to operate the Business.  To the
knowledge of the Company, no other broadcast station or radio communications
facility is causing interference to any transmissions by the Company or its
Subsidiaries beyond that which is allowed by applicable Law, and the Business
is not causing interference to any other broadcast station or radio
communications facilities' transmissions beyond that which is allowed by
applicable Law.  To the knowledge of the Company, there is no reason to believe
that the applicable Governmental Entity will not renew any of the Permits
issued thereby in





                                     - 24 -
<PAGE>   32
the ordinary course of business.  To the knowledge of the Company, there are no
facts relating to any Selling Shareholder, the Family Trust, any beneficiary of
the Family Trust, the Controlling Trust Agreement, the Company or its
Subsidiaries that have disqualified or reasonably may be expected to prevent
the consummation by the Company of the transactions contemplated by this
Agreement or the other Transaction Documents.

                 3.1.26   Environmental Matters.

                 (a)      The operation of the Business is in compliance with
all applicable Environmental Laws, except where noncompliance could not
reasonably be expected to result in Environmental Costs and Liabilities in
excess of US$10,000 individually or US$50,000 in the aggregate;

                 (b)      The Company and its Subsidiaries have obtained and
currently maintain all Environmental Permits necessary for their operations and
are in compliance with such Environmental Permits, (i) there are no judicial or
administrative actions, proceedings or investigations pending or, to the
knowledge of the Company, threatened to revoke such Environmental Permits, and
(ii) none of the Company or any of its Subsidiaries has received any notice
from any Governmental Entity or written notice from any person to the effect
that there is lacking any Environmental Permit required for the current use or
operation of any property owned, operated or leased by the Company or any of
its Subsidiaries;

                 (c)      there are no judicial or administrative actions,
proceedings or investigations pending or, to the knowledge of the Company,
threatened against the Company or any of its Subsidiaries alleging the
violation of any Environmental Law or Environmental Permit;

                 (d)      none of the Company or any of its Subsidiaries, to
the knowledge of the Company, any predecessor of the Company or such
Subsidiaries or, to the knowledge of the Company, any current or former owner
or operator of premises currently leased or operated by the Company or such
Subsidiaries has filed any notice under any Environmental Law indicating past
or present treatment, storage, or disposal of or reporting a Release or
threatened Release of Hazardous Material into the environment;

                 (e)      neither the Company, any of its Subsidiaries nor, to
the knowledge of the Company, any of their past or current facilities and
operations, or, to the best of the Company's knowledge, any predecessor of the
Company or such Subsidiaries, is subject to any outstanding written order,
injunction, judgment, decree, ruling, assessment or arbitration award or any
agreement with any Governmental Entity or other person, or to any federal,
state, local or foreign investigation respecting (i) Environmental Laws, (ii)
Remedial Action, (iii) any Environmental Claim, or (iv) the Release or
threatened Release of any Hazardous Material;

                 (f)      all the Owned Real Property and Leased Real Property
(collectively, the "Real Property") and, to the best of the Company's
knowledge, all real property formerly owned, operated





                                     - 25 -
<PAGE>   33
or leased by the Company, any of its Subsidiaries or any predecessor of the
Company or any such Subsidiary, is free of contamination by or from any
Hazardous Materials at concentrations exceeding those allowed by Environmental
Laws;

                 (g)      none of the operations of the Company or any of its
Subsidiaries nor, to the best of the Company's knowledge, any predecessor of
the Company or any such Subsidiary or any owner or operator of premises
currently leased or operated by the Company or any such Subsidiary involves or
previously involved the generation, transportation, treatment, storage or
disposal of hazardous waste as defined by applicable Law;

                 (h)      there is not now, nor (to the Company's knowledge for
all periods before its ownership, lease or operation of such real property) has
there been in the past, on, in or under the Real Property or any other real
property currently or formerly owned, leased or operated by the Company, any of
the Company's Subsidiaries or any of their respective predecessors any
underground storage tanks, above-ground storage tanks, dikes or impoundments
containing (i) Hazardous Materials, (ii) any asbestos-containing materials,
(iii) any polychlorinated biphenyls, or (iv) any radioactive substances; and

                 (i)      none of the Company or any of its Subsidiaries is
subject to Environmental Costs and Liabilities with respect to Hazardous
Materials, and no facts or circumstances exist which could give rise to
Environmental Costs and Liabilities in excess of US$100,000 individually or in
the aggregate.

                 (j)      For purposes of the foregoing Section 3.1.26:

                 "Environmental Claim" means any accusation, allegation, notice
         of violation, action claim, Lien, demand, abatement or other order or
         directive (conditional or otherwise) by any Governmental Entity or any
         other person (including any employee or former employee of any
         contractor or subcontractor of the Company or any of its Subsidiaries)
         for personal injury (including sickness, disease or death), tangible
         or intangible property damage, damage to the environment (including
         natural resources), nuisance, pollution, contamination, trespass or
         other adverse effects on the environment, or for fines, penalties or
         restrictions resulting from or based upon (i) the existence, or the
         continuation of the existence, of a Release (including sudden or
         non-sudden accidental or non-accidental Releases) of, or exposure to,
         any Hazardous Material, odor or audible noise in, into or onto the
         environment (including the air, soil, surface water or ground water)
         at, in, by, from or related to the Real Property or any other property
         currently or formerly owned, operated or leased by the Company or any
         of its Subsidiaries or any activities or operations thereof, (ii) the
         transportation, storage, treatment or disposal of Hazardous Materials
         in connection with the Real Property or any other property currently
         or formerly owned, operated or leased by the Company or any of its
         Subsidiaries or the operation of the Business, or (iii) the violation,
         or alleged violation, of any Environmental Laws or Environmental
         Permits relating to environmental matters connected





                                     - 26 -
<PAGE>   34
         with the Real Property or any other property currently or formerly
         owned, operated or leased by the Company or any of its Subsidiaries or
         the operation of the Business.

                 "Environmental Costs and Liabilities" shall mean any and all
         losses, liabilities, obligations, damages, fines, penalties,
         judgments, actions, claims, costs and expenses (including fees,
         disbursements and expenses of legal counsel, experts, engineers and
         consultants and the costs of investigation and feasibility studies,
         remedial or removal actions and cleanup activities) arising from or
         under any Environmental Law or Environmental Claim or any order or
         agreement now in effect with any Governmental Entity or other person.

                 "Environmental Law" means any applicable federal, state or
         local law, statute, code, ordinance, rule, regulation or other
         requirement of Mexico or any of its political subdivisions relating to
         the environment, natural resources, or public and employee health and
         safety.

                 "Environmental Permit" means any permit, approval,
         authorization, license, variance, registration, or permission required
         under any applicable Environmental Law.

                 "Hazardous Material" means any substance, material or waste
         which is regulated by any Governmental Entity, including any material,
         substance or waste which is defined as a "hazardous waste," "hazardous
         material," "hazardous substance," "extremely hazardous substance,"
         "restricted hazardous waste," "contaminant," "toxic waste" or "toxic
         substance" under any provision of any Environmental Law, which
         includes petroleum, petroleum products (including crude oil and any
         fraction thereof), asbestos, asbestos-containing materials, urea
         formaldehyde and polychlorinated biphenyls.

                 "Release" means any release, spill, emission, leaking,
         pumping, pouring, dumping, emptying, injection, deposit, disposal,
         discharge, dispersal, leaching or migration of a Hazardous Material on
         or into the indoor or outdoor environment or into or out of any
         property; but shall exclude any release, discharge, emission or
         disposal in material compliance with an effective permit or order of a
         Governmental Entity.

                 "Remedial Action" means all actions, including any capital
         expenditures, required or voluntarily taken to (i) clean up, remove,
         treat, or in any other way address any Hazardous Material or other
         substance, (ii) prevent the Release or threat of Release, or minimize
         the further Release, of any Hazardous Material so it does not migrate
         or endanger or threaten to endanger public health or welfare or the
         indoor or outdoor environment, (iii) perform pre-remedial studies and
         investigations or post-remedial monitoring and care, or (iv) bring
         facilities on any property owned, operated or leased by the Company or
         any of its Subsidiaries and the facilities located and operations
         conducted thereon into compliance with all Environmental Laws and
         Environmental Permits.





                                     - 27 -
<PAGE>   35
                 3.1.27   Taxes.

                 (a)      All Tax Returns (as defined in Section 3.1.27(f))
that are required to be filed on or before the Closing Date by the Company or
any of its Subsidiaries have been duly filed (or will be duly filed on or
before the Closing Date) on a timely basis.  All such Tax Returns are true,
complete and accurate in all material respects.  All Taxes (as defined in
Section 3.1.27(f)) which are due with respect to the Company or any of its
Subsidiaries have been timely paid, whether or not such Taxes are disputed,
except for those Taxes the validity of which is being contested in good faith
by appropriate proceedings and as to which adequate reserves have been
established on the Balance Sheet in accordance with GAAP.  Neither the Company
nor any of its Subsidiaries has executed or filed with the applicable taxing
authority any agreement extending the period for filing any Tax Return.  With
respect to any Taxes which are not yet due and owing, the Company made due and
sufficient accruals for all such Taxes in its financial statements.  The
Company and its Subsidiaries have made all payments of estimated Taxes
sufficient to avoid any understatement penalties.

                 (b)      No claim for assessment or collection of Taxes has
been asserted against the Company or any of its Subsidiaries.  Neither the
Company nor any of its Subsidiaries is a party to any pending audit, action,
proceeding or investigation by any Governmental Entity for the assessment or
collection of Taxes nor does the Company have knowledge of any such threatened
audit, action, proceeding or investigation.

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

                 (d)      The Company and its Subsidiaries have withheld and
paid all Taxes required to be withheld or paid in connection with any amounts
paid or owing to any employee, creditor, independent contractor or other third
party.

                 (e)      Neither the Company nor any of its Subsidiaries has
ever been included as a member of any consolidated, combined or unitary Tax
Return and has never been a party to any tax sharing, tax allocation or similar
agreement, except for arrangements solely among the Company and its
Subsidiaries.

                 (f)      For purposes of this Agreement, the terms "Tax" and
"Taxes" shall mean all federal, state, local, or foreign income, payroll,
withholding, unemployment insurance, social security, INFONAVIT, sales, use,
service, service use, leasing, leasing use, excise, franchise, gross receipts,
value added, alternative or add-on minimum, estimated, occupation, real and
personal property, stamp, transfer, workers' compensation, severance,
environmental or other tax, charge, fee, levy or





                                     - 28 -
<PAGE>   36
assessment of the same or of a similar nature, including any interest, penalty,
or addition thereto, whether disputed or not.  The term "Tax Return" means any
return, declaration, report, claim for refund, or information return or
statement relating to Taxes or any amendment thereto, and including any
schedule or attachment thereto.

                 3.1.28   Commissions or Finders' Fees.  None of the Company
nor any of its Affiliates nor any person acting on behalf of the Company or any
such Affiliate has agreed to pay a commission, finder's fee or similar payment
to any person in connection with this Agreement, the other Transaction
Documents or any matter related hereto or thereto.

                 3.1.29   Certain Business Practices and Regulations; Potential
Conflicts of Interest.

                 (a)      None of the Company, any of its Subsidiaries nor any
of their respective Affiliates, directors, officers, agents or employees has
(i) used any corporate funds for unlawful contributions, gifts, entertainment
or other unlawful expenses relating to political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to
foreign or domestic political parties or campaigns from corporate funds or
violated any provision of the United States law known as the Foreign Corrupt
Practices Act of 1977, as amended, as though such law were applicable to the
Company and its Subsidiaries, or (iii) made any other unlawful payment.

                 (b)      None of the Family Shareholders, other 5% or more
beneficial owners (directly or indirectly), officers or directors of the
Company, any Subsidiary or other Affiliate of the Company or any person
controlled by any of the foregoing (i) owns, directly or indirectly, any
significant interest in, or is a director, officer, employee, consultant or
agent of, any person that is a competitor, lessor, lessee or customer of, or
supplier of goods or services to, the Business, (ii) owns, directly or
indirectly, in whole or in part, any real property, leasehold interests or
other property with a fair market value of at least US$60,000 in the aggregate
the use of which is necessary for the Business, (iii) has any cause of action
or other suit, action or claim whatsoever against, or owes any amount to the
Company or any of its Subsidiaries other than claims in the ordinary course of
business, (iv) has sold to or purchased from the Company or any of its
Subsidiaries any assets or property for aggregate consideration in excess of
US$60,000 since January 1, 1993, or (v) is a party to any contract or
participates in any arrangement, written or oral, pursuant to which the
Business provides services of any nature to any such person, except to such
person in his capacity as an employee of the Business.

                 (c)      No shareholder, director, officer, employee or former
employee of the Company or any Affiliate of the Company, or any other person,
firm or corporation owns or has any proprietary, financial or other interest
(direct or indirect) in any contracts or other arrangements involving the
Company or its Subsidiaries, including indebtedness to the Company or its
Subsidiaries, or Permits which the Company or any of its Subsidiaries own,
possess or use in the operation of the Business as now or previously conducted.





                                     - 29 -
<PAGE>   37
                 3.1.30   Not an Investment Company.  The Company is not and,
after giving effect to the transactions contemplated by this Agreement and the
other Transaction Documents, will not be an "investment company" as defined in
the Investment Company Act of 1940.

                 3.1.31   No U.S. Assets or U.S. Revenues.  The Company
(including all entities controlled by the Company) does not hold assets in the
United States having an aggregate book value of US$15,000,000 or more as of the
Balance Sheet Date, nor did it make aggregate sales in or into the United
States of US$25,000,000 or more in the year ending December 31, 1997, nor will
it have such assets or sales at or during the year ended December 31, 1998.

                 3.1.32   No Manipulation or Stabilization.  None of the
Company or its Affiliates, nor any affiliated purchaser (as defined in
Regulation M under the Exchange Act) has taken or will take, directly or
indirectly, any action designed to stabilize or manipulate the price of any
security of the Company or which has caused or resulted in, or which might in
the future reasonably be expected to cause or result in, stabilization or
manipulation of the price of any security of the Company, whether such action
is taken in the United States, Mexico or elsewhere.

                 3.1.33   Trade Deals.  Schedule 3.1.33 of the Company
Disclosure Schedule correctly sets forth as of May 31, 1998, in all material
respects the balance, in dollar value, of both (a) the Company's and its
Subsidiaries' obligations to the other parties under each Trade Deal (as
hereinafter defined) in effect as of May 31, 1998 (as indicated on Schedule
3.1.33 of the Company Disclosure Schedule), and (b) the amount due the Company
or each of its Subsidiaries under such Trade Deals as of May 31, 1998 (as
indicated on Schedule 3.1.33 of the Company Disclosure Schedule).  As used
herein, "Trade Deal" means an exchange by the Company and its Subsidiaries of
their advertising time for goods or services, other than in connection with the
licensing of programs and programming material.

                 3.1.34   Investment Intent.  The Company is an "accredited
investor" as defined in Regulation D under the Securities Act.  The Chancellor
Stock to be acquired by the Company under this Agreement is being acquired for
its own account, for investment and with no intention of distributing or
reselling such Chancellor Stock or any part thereof or interest therein in any
transaction which would be a violation of the securities laws of the United
States or any state or any foreign jurisdiction.  The Company acknowledges that
the Chancellor Stock to be acquired by it will be "restricted securities" as
defined in Rule 144 under the Securities Act.

         3.2     Representations and Warranties of the Selling Shareholders.
Each Selling Shareholder, severally as to himself or herself and not jointly,
represents and warrants to the Investor Companies as follows (in each case as
qualified by matters reflected on the disclosure schedule dated as of the date
of this Agreement and delivered by the Selling Shareholders to the Investor
Companies on or before the date of this Agreement (the "Selling Shareholder
Disclosure Schedule") and in the Company SEC Documents and made a part hereof
by reference, each such matter qualifying each representation and warranty, as
applicable, notwithstanding any specific section or schedule reference or lack
thereof), with the understanding that the Investor Companies are relying on
such





                                     - 30 -
<PAGE>   38
representations and warranties in entering into and performing this Agreement
and the other Transaction Documents, and such representations and warranties
shall be unaffected by any investigation heretofore or hereafter made by any
Investor Company:

                 3.2.1    Owners of Shares and Beneficial Interests.  As of the
date of this Agreement, such Selling Shareholder is the holder of record of
that number of Series A Shares and CPOs and, as of the Closing Date, will be
the holder of record and will own beneficially that number of Series A Shares
or CPOs, as set forth opposite his or her name on Schedule 3.2.1 of the Selling
Shareholder Disclosure Schedule hereto, free and clear of all Liens (other than
Liens arising pursuant to the Transaction Documents).  Schedule 3.2.1 of the
Selling Shareholder Disclosure Schedule also sets forth the names, addresses,
amount of economic interest (which may be expressed as a number of underlying
Series A Shares or CPOs), and voting percentage and other control and voting or
veto rights and understandings of each beneficiary of each of the 1992 Trust
and the Family Trust as of the date hereof and as they will exist immediately
before the Closing.

                 3.2.2    Authority.  Such Selling Shareholder has full legal
capacity to execute and deliver this Agreement and the other Transaction
Documents to which such Selling Shareholder is a party and to perform the
obligations of such Selling Shareholder hereunder and thereunder.  With respect
to each Selling Shareholder that is married under separacion de bienes or, if
married under sociedad conyugal, his or her spouse, by executing this Agreement
solely for purposes of this Section 3.2.2, has consented to such Selling
Shareholder's execution of this Agreement and all other Transaction Documents
to be executed by him or her in connection with the transactions contemplated
hereby or thereby.  This Agreement and the other Transaction Documents have
been, or upon execution and delivery will be, duly and validly executed and
delivered by such Selling Shareholder and constitute a valid and binding
obligation of such Selling Shareholder, enforceable against such Selling
Shareholder in accordance with their respective terms.

                 3.2.3    No Restrictions; Required Consents.  The execution
and delivery of this Agreement and the other Transaction Documents to which it
is a party by such Selling Shareholder does not, and the performance by such
Selling Shareholder of the transactions contemplated hereby or thereby to be
performed by it will not, subject to obtaining the consents, approvals, orders
or authorizations and making the filings referred to below, (a) violate,
conflict with, or result in any violation of, or constitute a default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or to loss of a
benefit under, any contract, permit, order, judgment or decree to which such
Selling Shareholder is a party, (b) constitute a violation of any Law
applicable to such Selling Shareholder, or (c) result in the creation of any
Lien upon any of the securities to be delivered pursuant to this Agreement or
upon the Family Trust, the Controlling Trust  or the Company (except as arise
under the Transaction Documents).  No consent, approval, order or authorization
of, or registration, declaration or filing with, any third party or
Governmental Entity is required to be obtained or made by or with respect to
such Selling Shareholder in connection with the execution and delivery of this
Agreement and the other Transaction Documents to which it is a party by such
Selling Shareholder or the performance by such Selling Shareholder or the
Company of the transactions contemplated hereby or thereby to be performed by
it.





                                     - 31 -
<PAGE>   39
                 3.2.4    Litigation.  There is no action, suit, or proceeding
pending, or to the knowledge of such Selling Shareholder, threatened against
such Selling Shareholder or its property which could reasonably be expected,
individually or in the aggregate, to affect the execution, delivery or
performance of this Agreement or the other Transaction Documents to which it is
a party, or the consummation of the transactions contemplated hereby or
thereby.

                 3.2.5    Title to Securities.  Upon the sale by the Selling
Shareholder of Family CPOs to the Investor against payment therefor pursuant to
this Agreement, the Investor will receive good and valid title to such Family
CPOs, free and clear of all Liens (except as arise under the Transaction
Documents or that are imposed by the Investor or its Affiliates).

                 3.2.6    Power of Attorney.  Each of Messrs. Adrian Aguirre
Gomez, Carlos de Jescs Aguirre Gomez, and Rafael Felipe de Jescs Aguirre Gomez
is the true and lawful agent and attorney-in-fact of such Selling Shareholder,
with any two of them acting together having full power and authority to
exercise and deliver for and on behalf of the Selling Shareholder this
Agreement, the other Transaction Documents, and all consents, waivers,
amendments, certificates, governmental filings and other documents to be
executed or delivered by or on behalf of such Selling Shareholder in connection
therewith.

         3.3     Representations and Warranties of the Family Trust.  In
addition to its representations and warranties set forth in Section 3.2, the
Family Trust represents and warrants to the Investor Companies as follows (in
each case as qualified by matters reflected on the disclosure schedule dated as
of the date of this Agreement and delivered by the Family Trust to the Investor
Companies on or before the date of this Agreement (the "Family Trust Disclosure
Schedule") and made a part hereof by reference, each such matter qualifying
each representation and warranty, as applicable, notwithstanding any specific
section or schedule reference or lack thereof) to the Investor Companies (with
the understanding that the Investor Companies are relying on such
representations and warranties in entering into and performing this Agreement
and the other Transaction Documents), and such representations and warranties
shall be unaffected by any investigation heretofore or hereafter made the
Investor Companies:

                 3.3.1    Organization.  The Family Trust has been duly formed
and is validly existing as a trust under the laws of Mexico.

                 3.3.2    Authority.  The Family Trust has full power and
authority to enter into each of this Agreement and the other Transaction
Documents to which it is a party; each of this Agreement and the other
Transaction Documents to which it is a party, and the transactions contemplated
hereby or thereby (including the voting of all Series A Shares held by the
Family Trust in favor of the Merger and the transactions contemplated hereby)
have been duly and validly authorized by the Family Trust and its
beneficiaries; each of this Agreement and the other Transaction Documents to
which it is a





                                     - 32 -
<PAGE>   40
party have been duly and validly executed and delivered by the Family Trust;
and each of this Agreement and the other Transaction Documents to which it is a
party are valid and binding obligations of the Family Trust, enforceable
against the Family Trust in accordance with its terms.

                 3.3.3    Vote at Shareholders Meeting.  The Family Trust has
given an irrevocable power of attorney and instruction to Messrs. Adrian
Aguirre Gomez, Carlos de Jescs Aguirre Gomez, and Rafael Felipe de Jescs
Aguirre Gomez, any two of them acting together, with respect to the
extraordinary meeting of shareholders of the Company to consider the Merger and
the transactions contemplated hereby and has irrevocably instructed such
attorneys to vote in favor of the Merger, the Merger Agreement, the Transaction
Documents, and the transactions contemplated hereby and thereby.

                 3.3.4    Title to Securities.  Upon the transfer by the Family
Trust of Series A Shares to the Controlling Trust  pursuant to this Agreement,
the Controlling Trust  will receive good and valid title to such Series A
Shares, free and clear of all Liens (except as arise under the Transaction
Documents).

         3.4     Representations and Warranties of Chancellor.  Chancellor
represents and warrants to the Company as follows (in each case as qualified by
matters reflected on the disclosure schedule dated as of the date of this
Agreement and delivered by Chancellor to the Company on or before the date of
this Agreement (the "Chancellor Disclosure Schedule") and in the Chancellor SEC
Documents (defined in Section 3.4.3) and made a part hereof by reference, each
such matter qualifying each representation and warranty, as applicable,
notwithstanding any specific section or schedule reference or lack thereof),
with the understanding that the Company and the Selling Shareholders are
relying on such representations and warranties in entering into and performing
this Agreement and the other Transaction Documents, and such representations
and warranties shall be unaffected by any investigation heretofore or hereafter
made by the Company or the Selling Shareholders:

                 3.4.1    Corporate Organization.  Chancellor is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware, United States of America, and has the requisite power and
authority (corporate and other) to own, lease or otherwise hold its properties
and assets and to carry on its business as presently conducted.  Chancellor is
duly qualified to do business as a foreign corporation in good standing in all
other jurisdictions in which its ownership or lease of property or the conduct
of its business requires such qualification, except where the failure to be so
qualified would not have a Material Adverse Effect.  The Investor is a limited
liability company duly organized, validly existing and in good standing under
the laws of the State of Delaware and is a newly-formed, wholly-owned
subsidiary of Chancellor.  When formed, Newco will be a corporation with
variable capital (sociedad anonima de capital variable) duly organized, validly
existing and in good standing under the laws of Mexico and will be owned by the
Interim Trusts, of which the only beneficiary will be the Investor.  From the
time of its formation through the Closing Date, Newco will not have conducted
any business other than incidental to its organization and the Transaction
Documents.  At the Closing, Newco will not have any liabilities other than
obligations arising under the Transaction Documents.





                                     - 33 -
<PAGE>   41
                 3.4.2    Authorization and Effect of Agreement and Other
Transaction Documents.  Each of Chancellor and the Investor has the requisite
corporate or limited liability company power and authority to execute and
deliver this Agreement and the other Transaction Documents to which it is a
party and to consummate the transactions contemplated hereby or thereby to be
consummated by them.  The execution and delivery by each of Chancellor and the
Investor of this Agreement and any other Transaction Document to which either
is a party, and the execution and delivery by Newco of the Merger Agreement at
the Closing, and the consummation by them of the transactions contemplated
hereby or thereby to be consummated by them have been, or upon execution and
delivery will be, duly authorized by all necessary corporate action on the part
of the Investor Companies and Newco.  This Agreement and the other Transaction
Documents to which Chancellor or the Investor is a party have been, or upon
execution and delivery will be, duly executed and delivered by each of
Chancellor and the Investor, as applicable, and (assuming that each Transaction
Document is a legal, valid and binding obligation of each other party thereto)
constitute, or upon execution and delivery thereof will constitute, the valid
and binding obligations of each of Chancellor and the Investor, enforceable
against them in accordance with its respective terms.  Upon its execution and
delivery, the Merger Agreement will be duly executed and delivered by duly
authorized legal representatives of Newco holding the necessary powers of
attorney and (assuming that the Merger Agreement is a legal, valid and binding
obligation of each other party thereto) will constitute, the valid and binding
obligations of Newco enforceable against Newco in accordance with its
respective terms.

                 3.4.3    Chancellor SEC Documents.  Chancellor has made
available to the Company a true and complete copy of each report, schedule,
registration statement and definitive information statement filed by Chancellor
with the SEC since December 31, 1997, and before or on the date of this
Agreement (the "Chancellor SEC Documents"), which are all the documents (other
than preliminary materials) that Chancellor was required to file with the SEC
between December 31, 1997, and the date of this Agreement.  As of their
respective dates, the Chancellor SEC Documents complied in all material
respects with the requirements of the Securities Act or the Exchange Act, as
the case may be, and the rules and regulations of the SEC thereunder applicable
to the Chancellor SEC Documents, and none of the Chancellor SEC Documents when
filed contained any untrue statement of a material fact or omitted 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 were made, not
misleading.

                 3.4.4    Subsidiaries of Chancellor.  Each Subsidiary of
Chancellor has been duly incorporated and is an existing corporation in good
standing under the laws of the jurisdiction of its incorporation, with power
and authority (corporate and other) to own its properties and conduct its
business as presently conducted; and each Subsidiary is duly qualified to do
business as a foreign corporation in good standing in all other jurisdictions
in which its ownership or lease of property or the conduct of its business
requires such qualification, except where the failure to be so qualified would
not have a Material Adverse Effect; all of the issued and outstanding capital
stock of each Subsidiary has been duly authorized and validly issued and is
fully paid and nonassessable; and the capital stock of each Subsidiary,
directly or through Subsidiaries, is owned by Chancellor free from Liens.





                                     - 34 -
<PAGE>   42
                 3.4.5    No Conflict; Required Filings and Consents.

                          (a)     The execution and delivery by Chancellor of
this Agreement and any other Transaction Document to which it is a party do
not, and the performance by it of the transactions contemplated hereby or
thereby to be performed by it will not, subject to obtaining the consents,
approvals, orders or authorizations and making the filings referred to below,
(i) violate, conflict with its certificate of incorporation or bylaws, (ii)
conflict with, or result in any violation of, or constitute a default (with or
without notice or lapse of time, or both) under, result in the creation or
imposition of a Lien under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to loss of a benefit under,
any material contract or permit, order, judgment or decree to which Chancellor
or any of its Subsidiaries is a party or by which any of their respective
properties is bound, or (iii) constitute a violation of any Law applicable to
it or any of its Subsidiaries, except for breaches, violations or defaults that
would not individually or in the aggregate have a Material Adverse Effect.  No
consent, approval, order or authorization of, or registration, declaration or
filing with, any third party or Governmental Entity (including any consent,
approval or authorization with respect to any contract, Permit or Environmental
Permit) is required to be obtained or made by or with respect to Chancellor or
any Subsidiaries thereof in connection with the execution and delivery by
Chancellor of this Agreement and any other Transaction Documents or the
performance by Chancellor of the transactions contemplated hereby or thereby to
be performed by it.

                 (b)      Neither Chancellor nor any of its Subsidiaries (i) is
in violation of any of their respective certificate of incorporation or bylaws,
(ii) is in default in the due performance or observance of any agreement or
instrument to which Chancellor or any of its Subsidiaries is a party or by
which it or any of them or any of their respective properties may be bound (and
no event has occurred which, with notice or lapse of time or both, would
constitute such a default), except for such defaults as would not have a
Material Adverse Effect, (iii) is in violation of any Law to which it or its
property may be subject, except for such violations as would not have a
Material Adverse Effect, or (iv) has failed to obtain and have in full force
and effect any material Permit necessary for the conduct of its business or the
ownership or lease of its property.

                 3.4.6    Capital Stock.  The capital stock of Chancellor,
including the relative rights thereof, conform in all material respects to the
descriptions thereof contained in the Chancellor SEC Documents.  The authorized
capital stock and the number of issued and outstanding shares of capital stock
of Chancellor as of March 31, 1998, are as set forth in Chancellor's Quarterly
Report on Form 10-Q for the Quarterly Period Ended March 31, 1998, included in
the Chancellor SEC Documents.  The Chancellor Stock to be issued to Newco and
to become the property of the Company pursuant to the Merger is duly authorized
and, upon completion of the Merger, will be validly issued, fully paid and
nonassessable, will not have been issued in violation of any preemptive rights,
and will be free and clear of any Lien (other than Liens that the Company
imposes or Liens arising under this Agreement or any of the other Transaction
Documents).





                                     - 35 -
<PAGE>   43
                 3.4.7    Commissions or Finders' Fees.  Neither Chancellor,
any of Chancellor's Affiliates nor any person acting on behalf of Chancellor or
any such Affiliate has agreed to pay a commission, finder's fee or similar
payment to any person in connection with this Agreement, the other Transaction
Documents or any matter related hereto or thereto.

                 3.4.8    Registration Rights.  There are no contracts,
agreements or understandings between Chancellor and any person granting such
person the right to require Chancellor to file a registration statement under
the Securities Act with respect to any securities of Chancellor owned or to be
owned by such person or to require Chancellor to include such securities in any
securities being registered pursuant to any registration statement filed by
Chancellor under the Securities Act.

                 3.4.9    Financial Condition of Chancellor.

                 (a)      Chancellor has not been, nor is it threatened to be,
declared a bankrupt or in judicial liquidation, has not filed, nor does it
intend to file a voluntary petition in bankruptcy or make any assignment for
the benefit of creditors, has not ceased on or suspended payments to creditors,
nor proposed to its creditors a moratorium of payments or a friendly settlement
thereof nor otherwise ceased or been compelled to cease business.

                 (b)      The financial statements of Chancellor contained in
the Chancellor SEC Documents comply as to form in all material respects with
applicable accounting requirements and the published rules and regulations of
the SEC with respect thereto, have been prepared in accordance with United
States generally accepted accounting principles (except, in the case of
unaudited statements, as permitted by Form 10-Q of the SEC and except for pro
forma financial statements as required by SEC Regulation S-X) applied on a
consistent basis during the periods involved (except as may be indicated in the
notes thereto) and fairly present in all material respects the consolidated
financial position of Chancellor and its consolidated Subsidiaries as of the
dates thereof and the consolidated results of their operations and cash flows
for the periods then ended (subject, in the case of unaudited statements, to
normal year-end audit adjustments).

                 3.4.10   Title to Property.  Chancellor and its Subsidiaries
have good and indefeasible title to all real properties and all other
properties and assets owned by them that are material to Chancellor and its
consolidated Subsidiaries considered as a whole, in each case free from Liens
that would materially affect the value thereof or materially interfere with the
use made or to be made thereof by them; and Chancellor and its Subsidiaries
hold any such leased real or personal property under valid and enforceable
leases with no exceptions that would materially interfere with the use made or
to be made thereof by them.

                 3.4.11   Permits.  Chancellor and its Subsidiaries hold all
necessary Permits issued by the appropriate Governmental Entity necessary to
conduct the business now operated by them, except where the failure to hold
such Permits would not individually or in the aggregate have a Material Adverse
Effect, and have not received any notice of proceedings relating to the
revocation or modification of any such Permit that, if determined adversely to
Chancellor or any of its Subsidiaries, would individually or in the aggregate
have a Material Adverse Effect.





                                     - 36 -
<PAGE>   44
                 3.4.12   Labor.  No labor dispute with the employees of
Chancellor or any of its Subsidiaries exists or, to the knowledge of
Chancellor, is imminent that could reasonably be expected to have a Material
Adverse Effect.

                 3.4.13   Intellectual Property.  Chancellor and its
Subsidiaries own, possess or can acquire on reasonable terms, adequate
Intellectual Property necessary to conduct the business now operated by them,
or presently employed by them, except where the failure to own, possess or
acquire such Intellectual Property would not individually or in the aggregate
have a Material Adverse Effect, and have not received any notice of
infringement of or conflict with asserted rights of others with respect to any
Intellectual Property that, if determined adversely to Chancellor or any of its
Subsidiaries, would individually or in the aggregate have a Material Adverse
Effect.

                 3.4.14   Taxes.  Each of Chancellor and its Subsidiaries has
filed all necessary Tax Returns, except where the failure to file such returns
would not have a Material Adverse Effect, and each of Chancellor and its
Subsidiaries has paid all Taxes shown as due thereon; and other than Taxes that
Chancellor or its Subsidiaries are contesting in good faith and for which
adequate reserves have been provided, there are no Taxes that have been
asserted against Chancellor or its Subsidiaries that would, individually or in
the aggregate, have a Material Adverse Effect.

                 3.4.15   Environmental Matters.  Neither Chancellor nor any of
its Subsidiaries is in violation of any Environmental Laws, owns or operates
any real property contaminated with any substance that is subject to any
Environmental Laws, is liable for any off-site disposal or contamination
pursuant to any Environmental Laws, or is subject to any claim relating to any
Environmental Laws, which violation, contamination, liability or claim would
individually or in the aggregate have a Material Adverse Effect; and Chancellor
is not aware of any pending investigation which might lead to such a claim.

                 3.4.16   Litigation.  There are no pending claims, actions,
suits, proceedings, inquiries or investigations before or brought by any
Governmental Entity against or affecting Chancellor, any of its Subsidiaries or
any of their respective properties that, if determined adversely to Chancellor
or any of its Subsidiaries, would individually or in the aggregate have a
Material Adverse Effect, or would materially and adversely affect the ability
of Chancellor to perform its obligations under this Agreement, the other
Transaction Documents or the transactions contemplated hereby or thereby; and
no such actions, suits or proceedings are threatened or, to Chancellor's
knowledge, contemplated.

                 3.4.17   Books of Account.  Each of Chancellor and its
Subsidiaries (i) makes and keeps accurate books and records and (ii) maintains
internal accounting controls that provide reasonable assurance that (A)
transactions are executed in accordance with management's authorization, (B)
transactions are recorded as necessary to permit preparation of its financial





                                     - 37 -
<PAGE>   45
statements and to maintain profitability for its assets, (C) access to its
assets is permitted only in accordance with management's authorization and (D)
the reported accountability for its assets is compared with existing assets at
reasonable intervals.

                 3.4.18   Not an Investment Company.  Chancellor is not and,
after giving effect to the transactions contemplated by this Agreement and the
other Transaction Documents, will not be an "investment company" as defined in
the Investment Company Act of 1940.

                 3.4.19   Investment Intent. Chancellor is an "accredited
investor" as defined in Regulation D under the Securities Act.  The securities
to be acquired by Chancellor under this Agreement are being acquired for its
own account, for investment and with no intention of distributing or reselling
such securities or any part thereof or interest therein in any transaction
which would be a violation of the securities laws of the United States or any
state or any foreign country or jurisdiction.  Chancellor acknowledges that the
securities to be acquired by it will be "restricted securities" as defined in
Rule 144 under the Securities Act.

                 3.4.20   No Manipulation or Stabilization.  Except with
respect to the stabilizing activities of underwriters of Chancellor's
securities performed from time to time pursuant to Regulation M under the
Exchange Act, none of Chancellor or its Affiliates, nor any affiliated
purchaser (as defined in Regulation M under the Exchange Act) has taken or will
take, directly or indirectly, any action designed to stabilize or manipulate
the price of any security of the Company or which has caused or resulted in, or
which might in the future reasonably be expected to cause or result in,
stabilization or manipulation of the price of any security of the Company,
whether such action is taken in the United States or elsewhere.

         3.5     Representations and Warranties of the Investor.  The Investor
represents and warrants to the Company as follows (in each case as qualified by
matters reflected on the disclosure schedule dated as of the date of this
Agreement and delivered by the Investor to the Company on or before the date of
this Agreement (the "Investor Disclosure Schedule") and made a part hereof by
reference, each such matter qualifying each representation and warranty, as
applicable, notwithstanding any specific section or schedule reference or lack
thereof), with the understanding that the Company and the Selling Shareholders
are relying on such representations and warranties in entering into and
performing this Agreement and the other Transaction Documents, and such
representations and warranties shall be unaffected by any investigation
heretofore or hereafter made by the Company or the Selling Shareholders:

                 3.5.1    Corporate Organization.  The Investor is a limited
liability company duly organized, validly existing and in good standing under
the laws of the State of Delaware, United States, and has the requisite power
and authority to own, lease or otherwise hold its properties and assets and to
carry on its business as presently conducted.

                 3.5.2    Authorization and Effect of Agreement and Other
Transaction Documents.  The Investor has the requisite limited liability
company power and authority to execute and deliver





                                     - 38 -
<PAGE>   46
this Agreement and the other Transaction Documents to which it is a party and
to consummate the transactions contemplated hereby or thereby to be consummated
by it.  The execution and delivery by the Investor of this Agreement and any
other Transaction Document to which it is a party and the consummation by it of
the transactions contemplated hereby or thereby to be consummated by it have
been, or upon execution and delivery will be, duly authorized by all necessary
action on the part of the Investor.  This Agreement and the other Transaction
Documents to which the Investor is a party have been, or upon execution and
delivery will be, duly executed and delivered by the Investor and (assuming
that each Transaction Document is a legal, valid and binding obligation of each
other party thereto) constitute, or upon execution and delivery thereof will
constitute, the valid and binding obligations of the Investor, enforceable
against the Investor in accordance with its respective terms.

                 3.5.3    No Conflict; Required Filings and Consents. The
execution and delivery by the Investor of this Agreement and any other
Transaction Document to which it is a party do not, and the performance by it
of the transactions contemplated hereby or thereby to be performed by it will
not, subject to obtaining the consents, approvals, orders or authorizations and
making the filings referred to below, (i) violate, conflict with its
certificate of incorporation or bylaws, (ii) conflict with, or result in any
violation of, or constitute a default (with or without notice or lapse of time,
or both) under, result in the creation or imposition of a Lien under, any
material contract or permit, order, judgment or decree to which the Investor is
a party or by which any of its properties is bound, or (iii) constitute a
violation of any Law applicable to it, except for breaches, violations or
defaults that would not individually or in the aggregate have a Material
Adverse Effect.  No consent, approval, order or authorization of, or
registration, declaration or filing with, any third party or Governmental
Entity is required to be obtained or made by or with respect to the Investor in
connection with the execution and delivery by it of this Agreement and any
other Transaction Documents or the performance by it of the transactions
contemplated hereby or thereby to be performed by it.


                                   ARTICLE IV

                               CERTAIN COVENANTS

         From the date hereof and through the closing of the transactions
contemplated by Article I and Article II of this Agreement:

         4.1     No Solicitation of Transactions.

                 (a)      None of the Company, its Subsidiaries, or any Selling
Shareholder shall, nor shall they permit their respective Subsidiaries or
Affiliates to (and the Selling Shareholders shall cause the Company and its
Subsidiaries not to), directly or indirectly, through any officer, director,
shareholder, employee, agent, financial advisor, banker or other
representative, or otherwise, solicit, initiate, or encourage the submission of
any proposal or offer from any person relating to any acquisition or purchase
of all or any material portion of the assets of the Company or any of its
Subsidiaries or any equity interest in the Company or its Subsidiaries or any
merger, consolidation,





                                     - 39 -
<PAGE>   47
share exchange, business combination, or other similar transaction with the
Company or its Subsidiaries or participate in any negotiations regarding, or
furnish to any other person any information with respect to, or otherwise
cooperate in any way with, or assist or participate in, facilitate, or
encourage, any effort or attempt by any other person to do or seek any of the
foregoing.

                 (b)      The Company shall, and the Selling Shareholders shall
cause the Company to, immediately communicate to Chancellor the material terms
of any such proposal (and the identity of the party making such proposal) which
it may receive and, if such proposal is in writing, the Company shall, and the
Selling Shareholders shall cause the Company to, promptly deliver a copy of
such proposal to Chancellor.

                 (c)      The Company and its Subsidiaries agree not to, and
the Selling Shareholders shall cause the Company and its Subsidiaries not to,
release any third party from, or waive any provision of, any confidentiality or
standstill agreement to which the Company or its Subsidiaries is a party.

                 (d)      The Company, its Subsidiaries, and each Selling
Shareholder immediately shall, and the Selling Shareholders shall cause the
Company and its Subsidiaries to, cease and cause to be terminated all existing
discussions or negotiations with any third parties conducted heretofore with
respect to any of the foregoing.

         4.2     Access to Information.

                 (a)      Upon reasonable notice from Chancellor to the Company
and subject to the provisions of Section 4.7, the Company will, and the Selling
Shareholders will cause the Company to, afford to the Investor Companies and
their officers, attorneys, accountants or other authorized representatives
(including any independent environmental consultants retained by the Investor
Companies to undertake site investigations, it being understood that no soil
samples will be taken or other monitoring or sampling conducted without the
consent of the Company, which consent will not be unreasonably withheld) of the
Investor Companies full access during normal business hours to the employees,
assets, facilities, Tax Returns and the books and records of the Company and
its Subsidiaries and all other information with respect to the Business so as
to afford the Investor Companies full opportunity to make such review,
examination and investigation of the Business as the Investor Companies may
desire to make, including an environmental evaluation of the Company and its
Subsidiaries.  The Investor Companies will be permitted to make extracts from
or to make copies of such books, records and other documents and to discuss the
business of the Company and its Subsidiaries with such officers, directors,
radio station managerial personnel (including the radio station management),
accountants, consultants and counsel for the Company and its Subsidiaries as
the Investor Companies deem reasonably necessary or appropriate for the
purposes of familiarizing themselves with the Company, its Subsidiaries and the
radio stations, including the right to visit the radio stations.  In
furtherance of the foregoing the Company shall, and the Selling Shareholders
shall cause the Company to, authorize and instruct its independent public
accountants to meet with the Investor Companies and their representatives,
including the Investor Companies' independent public





                                     - 40 -
<PAGE>   48
accountants, to discuss the business and accounts of the Company and its
Subsidiaries and to make available (with the opportunity to make copies) to the
Investor Companies and their representatives, including Chancellor's
independent public accountants, all the work papers of its accountants related
to their audit of the financial statements (subject to such conditions and
undertakings as such accountants may reasonably require) and Tax Returns of the
Company and its Subsidiaries.

                 (b)      Within 20 days after the end of each calendar month,
the Company shall, and the Selling Shareholders shall cause the Company to,
deliver to Chancellor for the Company and its Subsidiaries monthly operating
statements (in a form consistent with the monthly operating statements
previously supplied to the Investor Companies) prepared in the ordinary course
of business for internal purposes.

                 (c)      Without duplication of Section 4.2(b), at such time
as the Company provides the same to its lenders, the Company shall, and the
Selling Shareholders shall cause the Company to, provide the Investor Companies
with copies of the financial statements and other information delivered by the
Company to such lenders.

                 (d)      Until the Closing, the Company will, and the Selling
Shareholders will cause to, promptly furnish or cause to be furnished to the
Investor Companies such financial and operating data and other information as
the Investor Companies may reasonably request.

         4.3     Assistance.

                 (a)      If Chancellor requests, the Company, its
Subsidiaries, and the Selling Shareholders shall, and the Selling Shareholders
shall cause the Company and its Subsidiaries to, cooperate, and shall cause the
Company's accountants to cooperate, in all reasonable respects in connection
with any financing efforts of any Investor Company or its Affiliates (including
providing reasonable assistance in the preparation of one or more registration
statements or other offering documents relating to debt and/or equity
financing) and any other filings that may be made by an Investor Company or its
Affiliates with the Securities and Exchange Commission, all at the sole expense
of the Investor Companies.  The Company shall, and shall cause each of its
Subsidiaries to (and the Selling Shareholders shall cause the Company and its
Subsidiaries to), (i) furnish to its independent accountants (or, if Chancellor
requests, to any Investor Company's independent public accountants), such
customary management representation letters as its accountants may reasonably
require of the Company or its Subsidiaries as a condition to its execution of
any required accountants' consents necessary in connection with the delivery of
any "comfort" letters requested by financing sources of any Investor Company or
its Affiliates and (ii) furnish to any Investor Company all financial
statements (audited and unaudited) and other information in the possession of
the Company or its Subsidiaries or their representatives or agents as the
Investor Company shall reasonably determine are required in connection with
such financing.

                 (b)      The Investor Companies, jointly and severally, shall
indemnify and hold harmless the Company and each Selling Shareholder and their
respective officers, directors, and





                                     - 41 -
<PAGE>   49
controlling persons against any and all claims, losses, liabilities, damages,
costs, or expenses (including reasonable legal fees and expenses) that may
arise out of or with respect to the financing efforts by the Investor Companies
or their Affiliates, including any registration statement, prospectus, offering
documents, and other filings related thereto; provided, however, that subject
to the limitations and provisions of this Agreement, nothing in this Section
4.3 shall prevent the Investor Companies from asserting any claim for breach of
representation or warranty under this Agreement.

         4.4     Conduct of Business.  Except as consented to by Chancellor in
writing, during the period from the date of this Agreement and continuing until
the completion of the transactions contemplated by Article I and Article II,
the Company covenants and agrees with the Investor Companies as to the
following (it being understood that references to the Company herein mean the
Company and its Subsidiaries):

                 (a)      the Company shall not change its corporate purpose or
nationality;

                 (b)      the Company shall not merge or consolidate with or
into any other person or otherwise be transformed into another person;

                 (c)      the Company shall not dissolve or liquidate or
undergo any other similar event;

                 (d)      the Company shall not sell or convey all or
substantially all of its assets to any other person, or effect a split-off
(escision) of all or any part of the assets or business of the Company;

                 (e)      the Company shall not effect any cash or stock
dividend or other distribution of capital stock or debt of the Company or any
of its Subsidiaries (except to the Company or any of its Subsidiaries);

                 (f)      the Company shall not directly or indirectly redeem
or repurchase any capital stock of the Company or any of its Subsidiaries
(except from the Company or any of its Subsidiaries);

                 (g)      the Company shall not issue any equity securities;

                 (h)      the Company shall not issue any individual or series
of debt securities;

                 (i)      the Company shall not adopt any business plan or
budget nor amend any existing business plan or budget or take any action
inconsistent with the applicable business plan that has been presented to and
approved by Chancellor;

                 (j)      the Company shall not incur any indebtedness for,
other than ordinary trade payables, or grant or permit any Subsidiary to grant
any guarantee or security interest for, an amount individually or in the
aggregate in excess of US$1,000,000;





                                     - 42 -
<PAGE>   50
                 (k)      the Company shall not make any investments or
acquisitions, directly or indirectly, in excess of US$3,500,000;

                 (l)      the Company shall not take any action, or fail to
take any action required of it, the result of which is that any of its CPOs or
ADSs ceases to be listed, quoted or traded on the New York Stock Exchange and
the Bolsa or registered or inscribed with the CNBV;

                 (m)      the Company shall not appoint, or terminate, any
President and Chief Executive Officer, General Director, Executive Director of
Operations or Chief Financial Officer;

                 (n)      the Company shall not enter into any employment
agreement, any severance agreement, or any material transaction or series of
related transactions with any of the Selling Shareholders or beneficiaries of
the Family Trust or any of their Affiliates unless the amount involved is
US$25,000 or less and the transaction is on term that are at least as favorable
to the Company as could be obtained in arms-length transactions;

                 (o)      the Company shall not cease to engage BDO Binder or
one of the top five internationally recognized accounting firms as its auditor;

                 (p)      the Company shall not grant any corporate power of
attorney (poderes) with respect to acts of ownership (actos de dominio) other
than those that are exercised jointly with at least an attorney-in-fact
designated for that purpose by Chancellor (mancomunadamente), unless the amount
involved is US$1,000,000 or less;

                 (q)      the Company shall not initiate or consent to the
settlement of, or admit to liability with respect to, any litigation having
liability or settlement value in excess of US$1,000,000, or fail to contest any
such litigation against it;

                 (r)      the Company shall not alter, modify, amend, or change
its Charter;


                 (s)      change any of the accounting principles followed by
it or the methods of applying such principles;

                 (t)      fail to (i) carry on the Business in the usual,
regular and ordinary course as presently conducted and consistent with past
practice of the Company and its Subsidiaries (including maintaining inventory
at historical levels, and in no event less than that which is adequate for use
in the Business), (ii) keep the Business intact, (iii) use its reasonable
efforts to keep available the services of the present employees of the
Business, (iv) use its reasonable efforts to collect outstanding accounts
receivable, and (v) use its reasonable efforts to maintain the goodwill
associated with the Business, including preserving the relationships of
customers (and shall pay amounts due customers on a timely basis), suppliers
and others having business dealings with the Business consistent with past
practices;





                                     - 43 -
<PAGE>   51
                 (u)      take or knowingly omit to take any action as a result
of which any representation or warranty of the Company in Article III would be
rendered untrue or incorrect if such representation or warranty were made
immediately following the taking or failure to take such action;

                 (v)      make any settlement of or compromise any tax
liability, change any tax election or tax method of accounting or make any new
tax election or adopt any new tax method of accounting;

                 (w)      enter into, or enter into negotiations or discussions
with any person in the United States other than Chancellor with respect to any
local marketing agreement, time brokerage agreement, joint sales agreement or
any other similar agreement; and

                 (x)      agree to or make any commitment, orally or in
writing, to take any actions prohibited by this Agreement.

         Notwithstanding the foregoing, if the Company or its Subsidiaries
believes in good faith that taking any one of the above actions is necessary to
avoid serious economic harm to the Business, it shall so notify Chancellor and
Chancellor will not unreasonably withhold its consent to such action.

         4.5     Financial Statements.  The Company shall deliver to Chancellor
the following, together with management's discussion and analysis of financial
condition and results of operations for the relevant fiscal periods in writing
in the English language and expressed in pesos and in U.S. dollars using the
applicable exchange rate in accordance with Mexican GAAP:

                 (a)      as soon as available and in any event within 60 days
after the end of each fiscal year of the Company (commencing fiscal year 1998),
(i) an audited consolidated balance sheet or equivalent statement of financial
position of the Company and the related consolidated statements of income, cash
flows, and changes in stockholders' equity for such fiscal year, setting forth
in each case in comparative form the figures for the previous fiscal year, and
(ii) a statement of EBITDA for such fiscal year, all presented in accordance
with Mexican GAAP and reported on as to fairness of presentation, accounting
principles and consistency, and otherwise by independent public accountants;

                 (b)      as soon as available and in any event within 30 days
after the end of each calendar month and calendar quarter of each fiscal year
of the Company, (i) an unaudited abbreviated consolidated balance sheet or
equivalent statement of financial position of the Company as of the end of each
such calendar month or such calendar quarter, as applicable, and the related
consolidated statements of income and cash flows for the portion of the
Company's fiscal year ended at the end of each such calendar month or such
calendar quarter, as applicable, setting forth in comparative form in the case
of such statements of income and cash flows the figures for the corresponding
calendar month or calendar quarter, as applicable, of the previous fiscal year,
and (ii) a statement of EBITDA for such calendar month or such calendar
quarter, as applicable (clauses (i) and (ii) collectively, the "Supplemental
Financial Statements"), all presented in accordance with Mexican GAAP and
certified  as to fairness of presentation, accounting principles and
consistency by an officer of the Company; and





                                     - 44 -
<PAGE>   52
                 (c)      as soon as available and in any event no later than
the periods specified in the preceding clause (a), the financial information to
be delivered pursuant to clause (a) shall be reconciled to U.S. GAAP and
reported on or certified in like manner.

         4.6     Notification.

                 (a)      Each Party shall notify the other Parties of any
litigation, arbitration or administrative proceeding pending or, to its
knowledge, threatened against it which challenges the transactions contemplated
hereby.

                 (b)      The Company and the Selling Shareholders will provide
prompt written notice to Chancellor of any change in any of the information
contained in the representations and warranties made in Article III by it or
any Exhibits or Schedules referred to herein or attached hereto and shall
promptly furnish any information which Chancellor may reasonably request in
relation to such change; provided, however, that such notice shall not operate
to cure any breach of the representations and warranties made in Article III or
any Exhibits or Schedules referred to herein or attached hereto.

                 (c)      Chancellor and the Investor will provide prompt
written notice to the Company of any change in any of the information contained
in its representations and warranties made in Article III hereof or any
Exhibits or Schedules referred to herein or attached hereto and shall promptly
furnish any information which the Company may reasonably request in relation to
such change; provided, however, that such notice shall not operate to cure any
breach of the representations and warranties made in Article III or any
Exhibits or Schedules referred to herein or attached hereto.

         4.7     Confidentiality.  The Parties shall, except to the extent
required by any Governmental Authority, keep confidential, and shall use
commercially reasonable efforts, fully commensurate with those which it employs
for the protection of comparable information of its own, to cause to be kept
confidential by their respective Subsidiaries, Affiliates, employees and
representatives, all information disclosed before the date of this Agreement or
hereafter to any such persons in connection with this Agreement and the
consummation of the transactions contemplated hereby (other than information
that is publicly available or that such person is required by Law to disclose),
and none of such information shall be used in any manner other than in
connection with this Agreement and the other agreements contemplated hereby.

         4.8     No Inconsistent Action.  Each of the Selling Shareholders
agrees that it shall not permit the Company or any Subsidiary, and the Company
covenants and agrees that it shall not and shall not permit any Subsidiary, to
take any action which is inconsistent in any respect with their respective
obligations under this Agreement or that would hinder or delay in any material
respect the consummation of the transactions contemplated by this Agreement.





                                     - 45 -
<PAGE>   53
         4.9     Satisfaction of Conditions.  Without limiting the generality
or effect of any provision of Article V, before the Closing, each of the
Parties will use reasonable efforts with due diligence and in good faith to
satisfy promptly all conditions required hereby to be satisfied by such Party
in order to expedite the consummation of the transactions contemplated hereby.
In this regard, as promptly as is practicable following the date hereof, the
Board of Directors of the Company shall call an extraordinary general meeting
of the holders of Series A Shares to authorize the Merger Agreement, the
Merger, the adoption of the Bylaw Amendment of the Company at the Closing, and
each and every other action contemplated by this Agreement and the Transaction
Documents.  At that extraordinary general meeting of the holders of Series A
Shares, the Selling Shareholders shall, and shall cause their Affiliates to,
vote in favor of each of the items specified in the preceding sentence.
Further, the Selling Shareholders shall, and shall cause their Affiliates to,
take all actions within their power to consummate the transactions contemplated
in this Agreement and the other Transaction Documents, including giving all
requisite instructions, voting and causing all attorneys in fact to vote all
interests or securities in favor of the transactions, causing their
representatives on technical committees of trusts and boards of directors to
vote in favor of the transactions, and giving instructions for the Family Trust
and the Controlling Trust Agreement to effect the actions required of them
pursuant to this Agreement and the other Transaction Documents; it being
understood that the Selling Shareholders shall not be liable as such under this
covenant for any actions or failures to act by the Company except to the extent
elsewhere in this Agreement such Selling Shareholder has expressly agreed to
cause the Company not to, or to, take such action.   The Selling Shareholders
shall not, and shall cause their Affiliates not to, knowingly take any action
the purpose or reasonably foreseeable consequence of which is to interfere with
or prevent the consummation of the transactions contemplated by this Agreement
and the other Transaction Documents.

         4.10    Injunctions.  Without limiting the generality or effect of any
provision of Section 4.9 or Article V, if any Mexican, United States, any state
thereof, or foreign court having jurisdiction over any Party to this Agreement
issues or otherwise promulgates any injunction, decree or similar order before
the Closing, which prohibits the consummation of the transactions contemplated
hereby, the Parties will use their respective reasonable efforts to have such
injunction dissolved or otherwise eliminated as promptly as possible and,
before or after the Closing, to pursue the underlying litigation diligently and
in good faith.

         4.11    Filings.  As promptly as practicable after the execution of
this Agreement, each Party shall proceed to prepare and file with the
appropriate Governmental Entities such request, reports or notifications as may
be required in connection with this Agreement and the other Transaction
Documents and shall diligently use its reasonable efforts to obtain
expeditiously, and to cooperate fully with the other Party in obtaining
expeditiously, all authorizations, consents, orders and approvals of any
Governmental Entity or third parties that may be or become necessary in
connection with the consummation of the transactions contemplated by this
Agreement, and to take all reasonable actions to avoid the entry of any order
or decree by any Governmental Entity prohibiting the consummation of the
transactions contemplated by this Agreement and the other Transaction
Documents, and shall furnish to the other all such information in its
possession as may be necessary for the completion of the reports or
notifications to be filed by the other; provided, however, that no Party shall
be required





                                     - 46 -
<PAGE>   54
to take any action which would have a Material Adverse Effect upon it or any of
its Affiliates, or which would violate any Law or requirement of any
Governmental Entity.  Nothing in this Section 4.11 shall require any Investor
Company to divest itself or to cause any Affiliate thereof to divest itself of
any media business or interest therein.

         4.12    Publicity.  The Parties shall cooperate with each other to
prepare and jointly release one or more press releases regarding the signing of
this Agreement, the transactions contemplated hereby,  and the purposes of the
Parties in entering into this Agreement.  The joint press release shall be
issued as soon as reasonably practicable following the signing of this
Agreement.  No Party hereto will issue or cause the publication of any press
release or other public announcement with respect to this Agreement or the
transactions contemplated hereby without the prior written consent of the other
Parties which consent will not be unreasonably withheld; provided, however,
that nothing herein will prohibit either Party from issuing or causing
publication of any such press release or public announcement to the extent that
such action is required by Law or the rules of any national stock exchange
applicable to it or to its Affiliates, in which event the Party making such
public announcement will use reasonable efforts to allow the other Party
reasonable time to comment on such release or announcement in advance of its
issuance.

         4.13    Compliance with Permits.  The Company shall operate the
Business in accordance with the Permits and all applicable rules and
regulations of the SCT and in compliance with all other applicable Laws.  The
Company shall use all commercially reasonable efforts not to cause or permit
any of the Permits to expire or be surrendered, adversely modified, or
terminated.  The Company shall file or cause to be filed with the SCT or other
appropriate Governmental Entity all applications (including license renewals)
or other documents required to be filed in connection with the operation of the
radio stations.  Should the SCT or any Governmental Entity institute any
proceedings for the suspension, revocation or adverse modification of any of
the Permits or any forfeiture proceedings, the Company shall use all
commercially reasonable efforts to promptly contest such proceedings and to
seek to have such proceedings terminated in a manner that is favorable to the
radio stations.  If the Company (or its counsel) receives an administrative or
other order or notification relating to any violation or claimed violation by
the Company or its Subsidiaries of the rules and regulations of the SCT or any
other Governmental Entity, or should the Company obtain knowledge of any fact
relating to the qualifications of the Company, the Company shall promptly
notify Chancellor in writing and use all commercially reasonable efforts to
take such steps as may be necessary to remove any such impediment to the
transactions contemplated by this Agreement.

         4.14    Controlling Trust Agreement.  At the Closing, the Family
Trust, the Controlling Trust and the Investor shall execute, deliver and enter
into the Irrevocable Trust Agreement for the Controlling Trust ("Controlling
Trust Agreement") in the form attached hereto as Exhibit B.

         4.15    Bylaw Amendment.  At the Closing, the Company shall deliver a
fully executed copy of the resolution of the shareholders of the Company
adopting the Bylaw Amendment of the Company, in the form attached hereto as
Exhibit B.





                                     - 47 -
<PAGE>   55
         4.16    Shareholders' Agreement.  At the Closing, the Company, the
Controlling Trust Agreement, the Family Trust, the Family Shareholders,
Chancellor, and the Investor shall execute, deliver and enter into a
Shareholders' Agreement in the form attached hereto as Exhibit D (the
"Shareholders' Agreement").

         4.17    Election of Directors; Indemnification Agreements.  At the
Closing, the Company shall, and the Selling Shareholders shall cause the
Company, to elect three individuals and their respective alternates designated
by the Investor (the "Investor Designees"), effective as of the Closing, to
serve as members of the Company's Board of Directors pursuant to the terms of
the Shareholders' Agreement. At the Closing, the Company shall execute and
enter into an Indemnification Agreement with each of the Investor Designees and
with the other executive officers and directors of the Company in the form
attached hereto as Exhibit E.

         4.18    Registration Rights Agreement.  At the Closing, the Company,
the Controlling Trust, the Family Trust, and the Investor shall execute,
deliver and enter into a Registration Rights Agreement in the form attached
hereto as Exhibit F (the "Registration Rights Agreement").

         4.19    CPO Trust and Deposit Agreement.  On or before the Closing,
the Company shall cause the CPO Trust and the Deposit Agreement to be amended
to permit the deposit therein of any Series A Shares, CPOs and ADSs that the
Investor is to acquire pursuant to this Agreement, or shall have provided
evidence, satisfactory to Chancellor in its reasonable discretion, that such
amendments are not required.

         4.20    Management Compensation Study.  The Compensation Committee of
the Board of Directors of the Company shall retain a compensation consultant to
conduct a study of management and director compensation in comparable
companies, and the Compensation Committee shall prepare a report and
recommendation to the Board of Directors of the Company about suggested levels
of compensation for members of the Company's senior management and directors
after the Closing of the transactions contemplated by this Agreement.  Such
recommendation may include stock options, stock- appreciation rights, or other
equity-based compensation for no more than 5% (for management) and 1% to 3%
(for directors) of the equity capital of the Company outstanding at the
Closing, but in no event shall the base or exercise price of any such
equity-based compensation be below US$13.375 per ADS.  After the Closing, the
Board of Directors of the Company will be authorized to establish, in its sole
discretion (subject to the Charter, the Shareholders' Agreement, and applicable
law), the plans and specific terms of post-closing management and director
compensation (taking into account such report and recommendation, market
practices, the floor price specified in the preceding sentence, and other
appropriate considerations), including the number of shares subject to awards
and plans, the persons to whom such compensation will be offered, the exercise
or base price of any equity based award, the targets or other conditions for
vesting, exercisability or payout, and any forfeiture provisions.

         4.21    Transaction Fee.  The Company hereby covenants and agrees with
the Investor Companies that the Company shall pay Hicks, Muse & Co. Partners,
L.P. a transaction fee in the





                                     - 48 -
<PAGE>   56
amount of US$2,000,000 (the "Transaction Fee") payable at the Merger Effective
Time.  Payment of the Transaction Fee shall be made by the Company to Hicks,
Muse & Co. Partners, L.P. by wire transfer of immediately available funds to an
account designated to the Company in writing on or prior to the Closing Date,
or if not so designated, by certified or official bank check payable in
immediately available funds to the order of Hicks, Muse & Co. Partners, L.P.


                                   ARTICLE V

                             CONDITIONS TO CLOSING

         5.1     Conditions Precedent to Obligations of the Investor Companies
With Respect to the Closing.  The obligations of the Investor Companies under
this Agreement to consummate the transactions contemplated hereby will be
subject to the satisfaction, at or before the Closing, of all of the following
conditions, any one or more of which may be waived at the option of the
Investor:

                 5.1.1    Representations, Warranties and Covenants.

                 (a)      All representations and warranties of the Company and
the Selling Shareholders made in this Agreement or in any Exhibit, Schedule or
document delivered pursuant hereto, shall be true and complete as of the date
hereof, without regard to any Schedule updates furnished by any of them after
the date hereof, and on and as of the Closing Date as if made on and as of that
date (except where such representation or warranty speaks by its terms as of a
different date, in which case it shall be true and correct as of such date),
except for such failures to be true and correct (i) (without giving effect to
any limitation as to materiality or Material Adverse Effect set forth therein)
which, individually and in the aggregate, would not have a Material Adverse
Effect, (ii) caused by general economic changes in Mexico not specifically
relating to the Company or its Subsidiaries or by changes in the exchange rate
between the U.S. dollar and the Mexican peso, or (iii) that result from actions
expressly permitted under or taken pursuant to this Agreement or the other
Transaction Documents.

                 (b)      All of the covenants and agreements to be complied
with or performed by the Company, the Selling Shareholders or the Controlling
Trust Agreement on or before the Closing Date shall have been complied with or
performed in all material respects.

                 (c)      The Investor Companies shall have received a
certificate, dated as of the Closing Date, executed on behalf of the Company by
the Chief Executive Officer or by the Chief Financial Officer, on behalf of the
Selling Shareholders (other than the Family Trust) by the Shareholders'
Representative, and on behalf of the Family Trust by the Family Trustee,
certifying in such detail as the Investor Companies may reasonably request that
the conditions specified in Sections 5.1.1(a) and (b) hereof have been
fulfilled.





                                     - 49 -
<PAGE>   57
                 5.1.2    Closing Documents.  The Company and the Selling
Shareholders, as applicable, shall have delivered to the Investor Companies the
documents identified in Section 6.1.

                 5.1.3    Consents and Approvals.  Each of the governmental and
other approvals, consents or waivers listed on Schedule 3.1.7 of the Company
Disclosure Letter and Schedule 3.2.3 of the Selling Shareholder Disclosure
Schedule shall have been obtained, the sale and purchase of the Family CPOs
shall have been structured so as to comply with the requirements of Section
2.3, and in each case evidence thereof reasonably satisfactory to the Investor
Companies shall have been delivered to the Investor Companies.

                 5.1.4    No Material Adverse Change.  Between the date hereof
and the Closing Date, there will not have been any Material Adverse Change with
respect to the Company.

                 5.1.5    Sale of CPOs.  The Company, the Investor Companies,
and Affiliates (defined in Section 9.15) of the Investor Companies will not
incur any tax, penalty (civil or criminal), fine, withholding obligation,
expense, reporting obligation, loss of entitlement to the representations and
warranties made hereunder that are to survive the consummation of the
transactions contemplated hereby, reputational injury, or other burden or
liability with respect to such purchase and sale.

                 5.1.6    Initial Business Plan.  The initial business plan
under the Shareholders' Agreement, in form and substance satisfactory to the
Investor Companies in their sole discretion, shall have submitted to and
approved by the Investor Companies.

         5.2     Conditions Precedent to Obligations of Company and the Selling
Shareholders With Respect to the Closing.  The obligations of the Company and
the Selling Shareholders under this Agreement to consummate the transactions
contemplated hereby will be subject to the satisfaction, at or before the
Closing, of all the following conditions, any one or more of which may be
waived at the option of the Company and the Selling Shareholders:

                 5.2.1    Representations, Warranties and Covenants.

                 (a)      All representations and warranties of the Investor
Companies made in this Agreement or in any Exhibit, Schedule or document
delivered pursuant hereto, shall be true and complete as of the date hereof and
on and as of the Closing Date as if made on and as of that date (except where
such representation or warranty speaks by its terms as of a different date, in
which case it shall be true and correct as of such date), except for such
failures to be true and correct (i) (without giving effect to any limitation as
to materiality or Material Adverse Effect set forth therein) which,
individually and in the aggregate, would not have a Material Adverse Effect,
(ii) caused by general economic changes in the United States or (iii) that
result from actions expressly permitted under or taken pursuant to this
Agreement or the other Transaction Documents.





                                     - 50 -
<PAGE>   58
                 (b)      All of the covenants and agreements to be complied
with and performed by the Investor Companies on or before the Closing Date
shall have been complied with or performed in all material respects.

                 (c)      The Company and the Selling Shareholders shall have
received a certificate, dated as of the Closing Date, executed on behalf of
each of the Investor Companies by an authorized officer thereof, certifying in
such detail as the Company and the Selling Shareholders may reasonably request
that the conditions specified in Sections 5.2.1(a) and (b) have been fulfilled.

                 5.2.2    Closing Documents.  The Investor Companies shall have
delivered to the Company the documents identified in Section 6.2.

                 5.2.3    Consents or Approvals.  Each of the governmental and
other approvals, consents or waivers listed on Schedule 3.4.5 of the Chancellor
Disclosure Schedule shall have been obtained.

                 5.2.4    No Chancellor Stock Price Below Floor.  The
Chancellor Stock Price, determined as of the Closing Date, shall not be less
than US$42.75.

         5.3     Conditions to Each Party's Obligation.  The respective
obligations of each Party to effect the transactions contemplated hereby are
subject to the satisfaction on or before the Closing Date of the following
conditions:

                 5.3.1    Consents and Approvals.  All authorizations,
consents, orders, or approvals of, or declarations or filings with, or
expirations of waiting periods imposed by, any Governmental Entity necessary
for the consummation of the transactions contemplated by this Agreement shall
have been filed, occurred, or been obtained.

                 5.3.2    No Adverse Proceedings.  No suit, action, claim or
governmental proceeding shall be pending against, and no temporary restraining
order, preliminary or permanent injunction, or other order, decree or judgment
of any court, agency or other Governmental Entity or other legal restraint or
prohibition shall be in effect against any Party which would prohibit or render
it unlawful, as of the Closing Date, to effect the transactions contemplated by
this Agreement in accordance with its terms.

                 5.3.3    No Adverse Change in Law.  No statute, rule, or
regulation shall have been enacted by any Governmental Entity that makes the
consummation of the transactions contemplated hereby illegal.





                                     - 51 -
<PAGE>   59
                                   ARTICLE VI

                    DOCUMENTS TO BE DELIVERED AT THE CLOSING

         6.1     Documents to be Delivered by the Company and the Selling
Shareholders at the Closing.  At the Closing, the Company, the Selling
Shareholders and the Controlling Trust Agreement, as applicable, will deliver
to the Investor Companies the following, in proper form for recording when
appropriate:

                 6.1.1    Certification of Stock Register.  A certified copy of
the registers of the Company, the CPO Trust, the Controlling Trust, and the
Depositary to evidence the issuance to the Investor of the Series A Shares,
CPOs, ADSs, and beneficial interests to be owned by or attributable to it upon
consummation of the transactions contemplated in this Agreement.

                 6.1.2    Certified Resolutions.  Certified resolutions of the
Board of Directors and the shareholders of the Company approving (i) the
execution and delivery of this Agreement and each Transaction Document
delivered by the Company pursuant hereto and (ii) authorizing the consummation
of the transactions contemplated hereby and thereby, including the increase in
authorized capital of the Company, the issuance of the Series A Shares thereby
pursuant to this Agreement, and the adoption of the Bylaw Amendment.

                 6.1.3    Controlling Trust Agreement.  A fully executed
original counterpart of the Controlling Trust Agreement.

                 6.1.4    Bylaw Amendment.  A certified copy of the Bylaw
Amendment of the Company, together with certified copies of the bylaws of each
Subsidiary of the Company amended in form and substance reasonably satisfactory
to the Investor Companies to give effect to the limited corporate rights of the
Investor as contemplated in the Transaction Documents.

                 6.1.5    Merger Agreement.  A fully executed original
counterpart of the Merger Agreement.

                 6.1.6    Shareholders' Agreement.  A fully executed original
counterpart of the Shareholders' Agreement.

                 6.1.7    Indemnification Agreements.  A fully executed
original counterpart of each Indemnification Agreement for Investor Designees.

                 6.1.8    Registration Rights Agreement.  A fully executed
original counterpart of the Registration Rights Agreement.

                 6.1.9    CPO Trust and Deposit Agreement.  Fully executed
original counterparts of the amended Trust Agreement with respect to the CPO
Trust and the amended Deposit Agreement,





                                     - 52 -
<PAGE>   60
amended in form and substance reasonably satisfactory to the Investor Companies
to permit the deposit therein of any Series A Shares, CPOs and ADSs that the
Investor acquires pursuant to this Agreement, or evidence, satisfactory to the
Investor Companies in their reasonable discretion, that such amendments are not
required.

                 6.1.10   Family Trust.  A certified copy of the fully executed
original of the amended and restated Family Trust, in form and substance
reasonably satisfactory to the Investor Companies to establish the ownership
and relationships among the Family Shareholders consistent with the structure
previously described to the Investor Companies and including all provisions of
the Shareholders' Agreement necessary therein to give effect to the
Shareholders' Agreement.

                 6.1.11   Release of Liens.  Proof of payment of lenders to the
1992 Trust and the Family Trust, and other evidence reasonably satisfactory to
the Investor Companies, that all Liens (other than Liens arising under the
Transaction Documents) on the Family CPOs and the Series A Shares that the
Family Trust contributes to the Controlling Trust have been released.

                 6.1.12   Certificate.  A certificate, dated the Closing Date,
as described in Section 5.1.1.

                 6.1.13   Opinions.  A written opinion of White & Case, S.C.,
counsel to the Company, dated as of the Closing Date, in form and substance
reasonably satisfactory to the Investor Companies, including an opinion as to
(a) the authorization, execution, delivery and enforceability of the
Transaction Documents, (b) that the securities acquired by the Investor
pursuant to this Agreement are duly authorized, validly issued, fully paid, and
non-assessable and not issued in violation of any preemptive right, (c) as to
the approval, validity and effectiveness of the Merger, (d) as to compliance
with Mexican Law and receipt of all necessary consents under Mexican Law, (e)
that neither the Company nor any of its Subsidiaries has incurred a Tax
liability as a result of the transactions contemplated in this Agreement, (f)
that the purchase and sale of the Family CPOs satisfies the standards (as to
legal matters) set forth in Section 2.3, and (g) as to such other matters as
Chancellor may reasonably request.

                 6.1.14   Other Documents.  Such additional information and
materials as the Investor Companies shall reasonably request.

         6.2     Documents to be Delivered by the Investor Companies at the
Closing.  At the Closing, the Investor Companies will deliver to the Company:

                 6.2.1    Certified Resolutions.  Certified resolutions of the
Boards of Directors or sole member (as appropriate) of the Investor Companies
approving the execution and delivery of this Agreement and each of the other
documents delivered by the Investor Companies pursuant hereto and authorizing
the consummation of the transactions contemplated hereby and thereby.





                                     - 53 -
<PAGE>   61
                 6.2.2    Merger Agreement.  A fully executed original
counterpart of the Merger Agreement executed by Newco.

                 6.2.3    Controlling Trust Agreement.  A fully executed
original counterpart of the Controlling Trust Agreement executed by the
Investor.

                 6.2.4    Shareholders' Agreement.  A fully executed original
counterpart of the Shareholders' Agreement executed by the Investor Companies.

                 6.2.5    Registration Rights Agreement.  A fully executed
original counterpart of the Registration Rights Agreement executed by the
Investor.

                 6.2.6    Officer's Certificate.  A certificate, dated the
Closing Date, executed on behalf of the Investor Companies in the form
described in Section 5.2.1.

                 6.2.7    Opinions.  A written legal opinion of Vinson & Elkins
L.L.P., counsel to the Investor Companies, as to the existence and good
standing of Chancellor and that the Chancellor Stock delivered under this
Agreement at Closing is, and the Chancellor Stock to be delivered pursuant to
Section 2.5 will be duly authorized, validly issued, fully paid, and
non-assessable.

                                  ARTICLE VII

                         LIQUIDITY OF CHANCELLOR STOCK

         7.1     Right of First Offer.

                 (a)      If at any time the Company desires to sell Chancellor
Stock acquired pursuant to this Agreement, the Company shall give written
notice (the "Offer Notice") to Chancellor stating (a) the number of shares of
Chancellor Stock that the Company desires to sell (the "Offered Shares"),
desired, (b) a price per share at which the Company wishes to sell (which shall
not be more than the average of the closing sale prices, regular way, per share
of Chancellor Stock on the Nasdaq Stock Market in U.S. dollars as reported in
The Wall Street Journal for the ten consecutive trading days ending the trading
day before the date the Offer Notice is given (the "Price"), and (c) an offer
to sell the Offered Shares to Chancellor or Chancellor's designee at the Price.

                 (b)      Upon receipt of the Offer Notice, Chancellor or any
person designated by Chancellor (either, the "Designated Purchaser") shall have
the right to purchase all (but not less than all) of the Offered Shares at the
Price in accordance with the following provisions.  Chancellor may exercise the
right to purchase only by giving written notice (the "Acceptance Notice") to
the Company no later than ten business days after delivery of the Offer Notice.
The Acceptance Notice shall (i) state that the Designated Purchaser (who shall
be identified by name in the Acceptance Notice, whether or not it is
Chancellor) accepts the Company's offer for the Designated Purchaser





                                     - 54 -
<PAGE>   62
purchase all (but not less than all) of the Offered Shares at the Price, and
(ii) state the time and place for the closing of the purchase of the Offered
Shares, which (except as agreed otherwise by the Company and the Designated
Purchaser) shall be at 10:00 a.m., Mexico City time, on the tenth business day
after the date the Acceptance Notice is given and which shall be at the
principal executive offices of Chancellor in Dallas, Texas, United States,
unless the Company and the Designated Purchaser agree in writing to a different
date, time or place.  The Acceptance Notice shall be signed by Chancellor and
by the Designated Purchaser (if other than Chancellor), at which time the
Acceptance Notice shall become a binding obligation for the Company to sell to
the Designated Purchaser, and the Designated Purchaser to purchase from the
Company, the Offered Shares on the terms and conditions set forth in this
Section 7.1.

                 (c)      At the closing, the Designated Purchaser's purchase
of the Offered Shares shall be completed on the following terms and conditions:

                          (i)     the Company shall deliver to the Designated
         Purchaser duly executed and acknowledged stock powers conveying the
         Offered Shares to the Designated Purchaser free and clear of all Liens
         (other than those created by the Designated Purchaser);

                          (ii)    the Designated Purchaser shall pay the
         Company in legal currency of the United States, by wire transfer in
         federal (same day) funds to the account or accounts that the Company
         designates, the purchase price for the Offered Shares in an amount
         equal to the product of the Price multiplied by the number of Offered
         Shares; and

                          (iii)   the Company and the Designated Purchaser
         shall each pay 50% of the transfer, stamp, or similar taxes (but not
         state or federal income taxes of the other person) due in connection
         with the conveyance of the Offered Shares to the Designated Purchaser.

                 (d)      If Chancellor does not give a valid Acceptance Notice
within the time period required under Section 7.1(b), or if Chancellor gives a
valid Acceptance Notice but the Designated Purchaser fails for any reason
(other than default by the Company) to close the purchase of the Offered Shares
within the time period specified in Section 7.1(c), then the Company may sell
the Offered Shares to a third party subject to satisfaction of the following
conditions:  (i) if the Offered Shares are sold in a public transaction across
a stock exchange or inter-dealer quotation system that is not a directed or
block trade to a specific buyer, the price at which the Offered Shares are sold
shall be the market price (whether or not lower than the Price); (ii) if the
Offered Shares are sold otherwise than as stated in the preceding clause (i),
the price shall be equal to or greater than the Price; (iii) all the Offered
Shares are sold; and (iv) the sale of all the Offered Shares is completed no
later than 45 days (if Chancellor failed to give a valid Acceptance Notice) or
90 days (if Chancellor gave a valid Acceptance Notice but the Designated
Purchaser failed to timely close the purchase of the Offered Shares) following
the day on which the Offer Notice is given.  If the Designated Purchaser is not
Chancellor, Chancellor shall have no liability for any failure of the
Designated Purchaser to close the purchase of the Offered Shares as specified
in this Section 7.1.





                                     - 55 -
<PAGE>   63
                 (e)      If the Company determines to proceed with a sale that
does not meet the requirements of clause (d) of this Section, the Company shall
re-offer the corresponding shares of Chancellor Stock to Chancellor in
accordance with this Section.

         7.2     Liquidity for Certain Sales.  If the Company determines that
it must sell shares of Chancellor Stock acquired pursuant to this Agreement for
Regulatory Reasons or that it should sell shares of such Chancellor Stock to
finance an investment or acquisition that the Investor has approved under the
terms of the Shareholders' Agreement, then the Company shall make the Offer
Notice to Chancellor in accordance with Section 7.1.  If Chancellor chooses not
to exercise the right to purchase, then Chancellor will use its best efforts,
in good faith, to afford liquidity to such shares of Chancellor Stock at
prevailing market prices.  Such efforts may include assisting the Company in
finding a one or more purchasers for the shares in a private transaction or, at
Chancellor's election, making available a registration for the resale of such
shares under the Securities Act.  In no event shall Chancellor or any of its
Affiliates be obligated to purchase the Chancellor Stock except upon exercise
of Chancellor's right of first offer under Section 7.1, or to take an action
that would materially interfere with a material possible or pending transaction
involving Chancellor.  Chancellor's obligations under this paragraph are not
assignable without Chancellor's prior written consent and shall terminate when
the shares of Chancellor Stock acquired pursuant to this Agreement are first
eligible for sale by the Company under Rule 144, whether or not subject to the
manner-of-sale, volume, and other limitations of such Rule.  "Regulatory
Reasons" means the need to sell shares of Chancellor Stock to avoid
characterization of the Company during the following year as an "investment
company" or "foreign investment company" required to register under the United
States Investment Company Act of 1940 or to avoid characterization of the
Company during the following year as a "passive foreign investment company"
under the United States Internal Revenue Code of 1986, as amended.

         7.3     Irrevocable Proxy.  In order to effect the intentions of the
Parties, the Company hereby constitutes and appoints the Board of Directors of
Chancellor as its true and lawful proxy and attorney-in-fact to vote any and
all of the shares of Chancellor Stock owned by the Company.  The Company
acknowledges that the proxy granted hereby is irrevocable, being coupled with
an interest, and that such proxy will continue for so long Chancellor owns at
least ten percent of the equity interests in the Company.

         7.4     Post-Closing Notifications.  The Investor Companies, the
Company, and the Selling Shareholders will, and each will cause their
respective Affiliates to, comply with any post-Closing notification or other
requirements relating to this Agreement, to the extent then applicable to such
Party, of any antitrust, trade competition, foreign or domestic investment or
control, export or other Law of any Governmental Entity having jurisdiction
over the Investor Companies, the Selling Shareholders, the Company or any of
its Subsidiaries.

         7.5     Further Assurances.  Each of the Selling Shareholders and the
Company covenants and agrees that it shall and shall cause each Subsidiary, and
each Selling Shareholder covenants and agrees that it shall cause the Company,
at any time and from time to time after the Closing to execute





                                     - 56 -
<PAGE>   64
and deliver such additional instruments, documents, conveyances or assurances
and take such other actions as shall be necessary, or otherwise requested by
the Investor Companies, to confirm and assure the rights and obligations
provided for in this Agreement and render effective the consummation of the
transactions contemplated hereby, or otherwise to carry out the intent and
purposes of this Agreement.


                                  ARTICLE VIII

                                  TERMINATION

         8.1     Termination.  Notwithstanding anything contained in this
Agreement to the contrary, this Agreement may be terminated at any time before
the Closing, if the Party seeking to terminate is not then in material default
or breach of this Agreement:

                 (a)      By the mutual written consent of the Investor
Companies and the Company;

                 (b)      By any of the Investor Companies or the Company:

                          (i)     if the Closing shall not have occurred on or
         before nine months from the date of this Agreement;

                          (ii)    if a court or agency of competent
         jurisdiction or other Governmental Entity shall have issued a
         permanent injunction, order, decree or ruling or taken any other
         action (which injunction, order, decree or ruling the Investor
         Companies, the Company, and the Selling Shareholders shall use their
         best efforts to lift), in each case permanently restraining,
         enjoining, rendering unlawful or otherwise prohibiting the
         consummation of the transactions contemplated by this Agreement and
         the Transaction Documents or any material part thereof in accordance
         with the terms hereof, and such order, decree, ruling, or other action
         shall become final and nonappealable;

                 (c)      By the Investor Companies:

                          (i)     if, before the Closing Date, any Selling
         Shareholder or the Company is in breach of any representation,
         warranty, covenant or agreement herein contained of a nature that
         would cause the applicable conditions set forth in Section 5.1 not to
         be satisfied, and such breach shall not be cured within 20 days of the
         date of notice of default served by either Investor Company;

                          (ii)    with respect to a Trading Event or a Banking
         Event during the five business days following the date on which the
         conditions to the Closing set forth in Section 5.1.3, Section 5.2.3,
         and Section 5.3.1 have been satisfied or waived;





                                     - 57 -
<PAGE>   65
                          (iii)   if a Material Adverse Change occurs with
         respect to the Company; or

                 (d)      By the Company and the Selling Shareholders:

                          (i)     if, before the Closing Date, any Investor
         Company is in breach of any representation, warranty, covenant or
         agreement herein contained of a nature that would cause the applicable
         conditions set forth in Section 5.2 not to be satisfied, and such
         breach shall not be cured within 20 days of the date of notice of
         default served by the Company or the Selling Shareholders.

         For purposes of this Agreement, a "Trading Event" shall mean that
trading generally in securities on the New York Stock Exchange or the Mexican
Stock Exchange shall have been suspended or materially limited; and a "Banking
Event" shall mean that a general moratorium on commercial banking activities in
New York, New York, or Mexico City, Mexico, shall have been declared by any
federal or state authority.

         The right of any Party to terminate this Agreement pursuant to this
Section 8.1 shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of any Party, any person controlling any
such Party or any of their respective officers, directors, employees,
accountants, consultants, legal counsel, agents, or other representatives
whether before or after the execution of this Agreement.

         8.2     Effect of Termination.  In the event of a termination of this
Agreement by the Company, the Selling Shareholders, or the Investor Companies
as provided in Section 8.1, there shall be no liability on the part of any
Party to this Agreement, except for liability arising out of a breach of any
covenant contained in this Agreement.  Article IX and this Article VIII shall
survive the termination of this Agreement.

                                   ARTICLE IX

                               GENERAL PROVISIONS

         9.1     Survival of Representations and Warranties and Covenants.
Regardless of any investigation at any time made by or on behalf of any Party
hereto or of any information any Party may have in respect thereof, none of the
representations and warranties made in this Agreement shall survive the
completion of the transactions contemplated in Article I and Article II other
than the representations and warranties contained in the following provisions
(the "Surviving Warranties"):  Section 3.1.1, Section 3.1.2, Section 3.1.4,
Section 3.1.8, Section 3.1.9, Section 3.2.1, Section 3.2.2, Section 3.2.5,
Section 3.3.1, Section 3.3.2, Section 3.4.1, Section 3.4.2, and Section 3.4.6.
From the date hereof to the Closing Date, the exclusive remedy of a Party for
another Party's breach of a representation or warranty in this Agreement (other
than a Surviving Warranty) is termination of this Agreement pursuant to Article
VIII.  Following the completion of the transactions contemplated in





                                     - 58 -
<PAGE>   66
Article I and Article II, no claim can be brought with respect to a breach of a
representation or warranty other than any Surviving Warranty.  No Party shall
make or assert any claim with respect to any actual or alleged breach of any
Surviving Warranty or any covenant contained in this Agreement (to the extent
that such covenant was to have been performed before the Closing Date) at any
time after the first anniversary of the Closing Date.  Each of the covenants
and agreements contained in Article VII shall survive the Closing indefinitely
(or for such shorter period as is stated in such covenant).

         9.2     No Waiver Relating to Claims for Fraud.  None of the
provisions set forth in this Agreement, including but not limited to the
provisions set forth in Section 9.1, shall be deemed a waiver by any Party to
this Agreement of any right or remedy which such Party may have at law or
equity based on any other Party's fraudulent acts or omissions, nor shall any
such provisions limit, or be deemed to limit, (a) the amounts of recovery
sought or awarded in any such claim for fraud, (b) the time period during which
a claim for fraud may be brought, or (c) the recourse which any such Party may
seek against another Party with respect to a claim for fraud; provided, that
with respect to such rights and remedies at law or equity, the Parties further
acknowledge and agree that none of the provisions of this Section 9.2, nor any
reference to this Section 9.2 throughout this Agreement, shall be deemed a
waiver of any defenses which may be available in respect of actions or claims
for fraud, including defenses of statutes of limitations or limitations of
damages.

         9.3     Notices.  All notices and other communications required or
permitted hereunder will be in writing and, unless otherwise provided in this
Agreement, will be deemed to have been duly given when delivered in person or
when dispatched by electronic facsimile transfer or one business day after
having been dispatched by a internationally recognized overnight courier
service to the appropriate Party at the address specified below:

                 (a)      If to the Company, to:

                                  Grupo Radio Centro, S.A. de C.V.
                                  Av. Constituyentes 1154 (7  Piso)
                                  Col. Lomas Altas
                                  11950 Mexico, D.F.
                                  Facsimile No.:  (5)(25) 728-4875 or 4843
                                  Attention:  Adrian Aguirre Gomez

                          with a copy to each of (which shall not constitute
                          notice for purposes of this Agreement):

                                  Cleary, Gottlieb, Steen & Hamilton
                                  One Liberty Plaza
                                  New York, New York  10006
                                  Facsimile No.: (212) 225-3999
                                  Attention:  Leslie N. Silverman





                                     - 59 -
<PAGE>   67
                                  White & Case, S.C.
                                  Torre Optima
                                  Paseo de las Palmas 405 - 5  Piso
                                  Col. Lomas de Chapcltepec
                                  11000 Mexico, D.F., Mexico
                                  Facsimile No.: (5) (25) 540-9699
                                  Attention:  Alberto Sepclveda Cosio

                 (b)      If to the Selling Shareholders to:

                                  Grupo Radio Centro, S.A. de C.V.
                                  Av. Constituyentes 1154 (7  Piso)
                                  Col. Lomas Altas
                                  11950 Mexico, D.F.
                                  Facsimile No.:  (5)(25) 728-4875 or 4843
                                  Attention:   Carlos de Jescs Aguirre Gomez &
                                               Rafael Felipe de Jescs Aguirre 
                                               Gomez

                          with a copy to each of (which shall not constitute
                          notice for purposes of this Agreement):

                                  Cleary, Gottlieb, Steen & Hamilton
                                  One Liberty Plaza
                                  New York, New York  10006
                                  Facsimile No.: (212) 225-3999
                                  Attention:  Leslie N. Silverman

                                  White & Case, S.C.
                                  Torre Optima
                                  Paseo de las Palmas 405 - 5  Piso
                                  Col. Lomas de Chapcltepec
                                  11000 Mexico, D.F., Mexico
                                  Facsimile No.: (5) (25) 540-9699
                                  Attention:  Alberto Sepclveda Cosio





                                     - 60 -
<PAGE>   68
                 (c)      If to Chancellor, to:

                                  Chancellor Media Corporation
                                  433 East Las Colinas Boulevard
                                  Suite 1130
                                  Irving, Texas 75039
                                  Facsimile No.: (972)
                                  Attention:  Eric C. Neuman

                          with a copy to (which shall not constitute notice for
                          purposes of this Agreement):

                                  Vinson & Elkins L.L.P.
                                  3800 Trammell Crow Center
                                  2001 Ross Avenue
                                  Dallas, Texas 75201
                                  Facsimile No.: (214) 220-7716
                                  Attention: Robert L. Kimball

or to such other address or addresses as any such Party may from time to time
designate as to itself by like notice.

         9.4     Severability.  The Parties agree that if one or more
provisions contained in this Agreement shall be deemed or held to be invalid,
illegal or unenforceable in any respect under any applicable Law, this
Agreement shall be construed with the invalid, illegal or unenforceable
provision deleted, and the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected or impaired
thereby.

         9.5     Expenses.  Each Party will pay any expenses incurred by it
incident to this Agreement and in preparing to consummate and consummating the
transactions provided for herein.

         9.6     Successors and Assigns.  This Agreement will be binding upon
and inure to the benefit of the Parties hereto and their respective successors
and permitted assigns, but will not be assignable or delegable by any Party
without the prior written consent of the other Party which shall not be
unreasonably withheld; provided, however, that (a) except for the limitations
set forth in the Shareholders' Agreement, the Controlling Trust Agreement, and
the Registration Rights Agreement, nothing in this Agreement is intended to
limit the Investor's ability to sell or to transfer any or all of its interests
in the Company or the Controlling Trust following the Closing Date, and (b)
upon notice to the Company, the Investor Companies may assign or delegate any
or all of its rights or obligations under this Agreement to any Affiliate
thereof, provided that the Investor Companies shall remain responsible for the
full performance of all such obligations.  The Company and the Selling
Shareholders agree to execute acknowledgments of such assignment(s) in such
forms as the Investor Companies may from time to time reasonably request.  In
the event of such a proposed assignment





                                     - 61 -
<PAGE>   69
by the Investor Companies, the provisions of this Agreement shall inure to the
benefit of and be binding upon the assigns of the Investor Companies.

         9.7     Waiver.  The Investor Companies on the one hand or the Selling
Shareholders and the Company on the other by written notice to the other may
(a) extend the time for performance of any of the obligations of the other
under this Agreement, (b) waive any inaccuracies in the representations or
warranties of the other contained in this Agreement or in any document
delivered in connection therewith, (c) waive compliance with any of the
conditions or covenants of the other contained in this Agreement, or (d) waive
or modify performance of any of the obligations of the other under this
Agreement; provided, however, that no such Party may, without the prior written
consent of the other Party, make or grant such extension of time, waiver of
inaccuracies or compliance or waiver or modification of performance with
respect to its (or any of its Affiliates) representations, warranties,
conditions or covenants hereunder.  Except as provided in the immediately
preceding sentence, no action taken pursuant to this Agreement will be deemed
to constitute a waiver of compliance with any representations, warranties,
conditions or covenants contained in this Agreement and will not operate or be
construed as a waiver of any subsequent breach, whether of a similar or
dissimilar nature.

         9.8     Entire Agreement.  This Agreement (including the Exhibits and
Schedules hereto) supersedes any other agreement, whether written or oral, that
may have been made or entered into by any Party or any of their respective
Affiliates (or by any director, officer or representative thereof) relating to
the matters contemplated hereby.  This Agreement, the other Transaction
Documents, and that Further Assurances Agreement of even date herewith between
the Investor Companies and each of the Family Shareholders (together with the
Exhibits and Schedules hereto and thereto) constitute the entire agreement by
and among the Parties, and there are no agreements or commitments by or among
the Parties or their Affiliates except as expressly set forth herein and
therein.

         9.9     Amendments and Supplements.  This Agreement may be amended or
supplemented at any time by additional written agreements signed by the
Company, the Selling Shareholders, and the Investor Companies.

         9.10    Rights of the Parties.  Except as provided in Section 9.6,
nothing expressed or implied in this Agreement is intended or will be construed
to confer upon or give any person other than the Parties hereto and their
respective Affiliates any rights or remedies under or by reason of this
Agreement or any transaction contemplated hereby.

         9.11    Brokers.  The Investor Companies hereby agree to indemnify and
hold harmless the Company and the Selling Shareholders against any liability,
claim, loss, damage or expense incurred by the Company and the Selling
Shareholders relating to any fees or commissions owed to any broker, finder, or
financial advisor as a result of actions taken by the Investor Companies and
not disclosed on the Chancellor Disclosure Schedule.  The Company and the
Selling Shareholders hereby agree to indemnify and hold harmless the Investor
Companies against any liability, claim, loss, damage or expense incurred by the
Investor Companies relating to any fees or commissions owed to any





                                     - 62 -
<PAGE>   70
broker, finder, or financial advisor as a result of actions taken by the
Company and the Selling Shareholders and not disclosed on the Company
Disclosure Schedule or the Selling Shareholder Disclosure Schedule.

         9.12    Governing Law.  This Agreement, including the interpretation,
construction and validity hereof, shall be governed by the laws of the State of
New York, United States.

         9.13    Arbitration.

                 (a)      Any dispute, controversy or claim arising out of,
relating to or in connection with this Agreement, including any question
regarding its existence, validity or termination, or regarding a breach thereof
(hereafter, "dispute") shall be submitted to senior management representatives
of the Investor Companies on the one hand and the Company and the Selling
Shareholders on the other to attempt to reach an amicable resolution.  A Party
wishing to initiate consideration of a dispute hereunder shall give written
notice to the other Parties hereto of the existence of such dispute and of the
Party's desire to have representatives of the Parties consider the dispute.
Such notice shall set forth a brief description of the nature of the dispute to
be considered.

                 (b)      If a dispute is not settled within 15 calendar days
after notice is given to the other Parties seeking consideration of a dispute
as provided above, then the dispute shall be finally settled by international
arbitration under and in accordance with the Rules of Conciliation and
Arbitration of the International Chamber of Commerce, Paris, France in effect
on the date of this Agreement (the "Rules").  A Party wishing to submit a
dispute to arbitration shall give written notice to such effect to the other
Parties hereto and to the International Chamber of Commerce International Court
of Arbitration (the "ICC Court").  The Parties shall have 30 calendar days from
another Party's notice of such a request for arbitration to designate the
arbitrators for the dispute.

                 (c)      Each of the Investor Companies on the one hand and
the Company and the Selling Shareholders on the other shall designate one
arbitrator and the two designated arbitrators shall in turn choose a third
arbitrator, who shall also be the chairperson of the panel.  The ICC Court
shall confirm the appointment of such third arbitrator.  If one of the two
Parties appoints an arbitrator but the other Party fails to nominate its
arbitrator within the 30-day period specified in Section 9.13(b) above, then
the appointment of such second arbitrator shall be made by the ICC Court upon
the request of the other Party; and if the appointed arbitrators shall fail to
appoint the third arbitrator within 30 calendar days after the date of
appointment of the most recently appointed arbitrator, the third arbitrator
shall be appointed by the ICC Court upon the request of either Party.

                 (d)      The arbitrators shall be legal practitioners having
at least 10 years experience in international commercial legal matters in the
20 years immediately preceding commencement of the arbitration.  In addition,
the chairperson of the panel shall have at least 10 years experience in
practice under the laws of the State of New York.  The arbitration shall be
conducted under and in accordance with the Rules, which Rules are deemed to be
incorporated by reference to this clause.  The site of the arbitration shall be
New York City, New York, any award shall be deemed to have





                                     - 63 -
<PAGE>   71
been made there and the language to be used in the arbitration proceedings
shall be the English language.  All direct testimony shall be submitted by
sworn affidavit or written question and answer; reasonable discovery shall be
permitted but shall be limited in all cases to requests for documentation.  The
decision of the arbitrators shall be rendered within 180 calendar days from the
appointment of the last arbitrator, and shall be final and binding upon all
Parties.  Any award shall be in writing in the English language and state the
reasons and contain reference to the legal grounds upon which it is based.  The
award may be made public only with the written consent of all parties to the
arbitration, provided, however that any ruling or award, final or otherwise,
may be cited in any subsequent dispute.  The arbitrators shall neither have nor
exercise any power to act as amicable compositeur or decide ex aequo et bono;
or to award special, exemplary, indirect, consequential or punitive damages.
The costs of the arbitration shall be fixed in accordance with Article 20 of
the Rules.

         9.14    Certain Interpretative Matters and Definitions.

                 (a)      Unless the context otherwise requires, (i) all
references to Sections, Articles, Exhibits or Schedules are to Sections,
Articles, Exhibits or Schedules of or to this Agreement, (ii) each term defined
in this Agreement has the meaning assigned to it, (iii) each accounting term
not otherwise defined in this Agreement has the meaning assigned to it in
accordance with GAAP, (iv) "or" is disjunctive but not necessarily exclusive,
(v) words in the singular include the plural and vice versa, (vi) the term
"Subsidiary" of a specified person is an Affiliate controlled by such person
directly, or indirectly through one or more intermediaries, (vii) the term
"Affiliate" of, or a person "affiliated" with, a specified person, is a person
that directly, or indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control with, the person specified
(provided, that the Investor Companies shall not be deemed Affiliates of the
Company or the Controlling Trust ; and that the Company and the Controlling
Trust  shall not be deemed Affiliates of the Investor Companies, (viii) the
term "control" (including the terms "controlling," "controlled by" and "under
common control with") means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
person, whether through the ownership of voting securities, by contract, or
otherwise, (ix) the term "person" means any natural person, corporation,
limited liability company, limited partnership, general partnership, joint
stock company, joint venture, association, company, trust, bank trust company,
land trust, business trust or other organization, whether or not a legal
entity, and any government or agency or political subdivision thereof, and (x)
the term "including" (in its various forms) means "including without
limitation."  All references to "US$" or dollar amounts will be to lawful
currency of the United States of America.  All references to pesos will be to
lawful currency of the United Mexican States.

                 (b)      No provision of this Agreement will be interpreted in
favor of, or against, the Parties by reason of the extent to which such Party
or its counsel participated in the drafting thereof or by reason of the extent
to which any such provision is inconsistent with any prior draft hereof or
thereof.

         9.15    No Recourse.  The directors, officers, and stockholders of the
Parties and their Affiliates shall not have any personal liability or
obligation arising under this Agreement, the





                                     - 64 -
<PAGE>   72
Transaction Documents, or any transaction contemplated hereby or thereby
(including any claims that the Company or a Selling Shareholder may assert),
solely by reason of their capacity as such.  In addition, no officer or
representative of a Party delivering a certificate or other instrument pursuant
to this Agreement or any other Transaction Document shall have any personal
liability arising from such certificate or instrument.

         9.16    Specific Performance.  The Parties recognize that in the event
that any Party should refuse to perform under the provisions of this Agreement,
monetary damages alone will not be adequate.  The Parties shall therefore be
entitled, in addition to any other remedies which may be available, including
money damages, to obtain specific performance of the terms of this Agreement.
In the event of any action to enforce this Agreement specifically, the Parties
hereby waive the defense that there is an adequate remedy at law.

         9.17    Appointment of Shareholders' Representative.  (a) By the
execution and delivery of this Agreement, each Selling Shareholder hereby
irrevocably constitutes and appoints Adrian Aguirre Gomez, Carlos de Jescs
Aguirre Gomez, and Rafael Felipe de Jescs Aguirre Gomez, and each of them, with
any two of them acting together, as the true and lawful agent and
attorney-in-fact (the "Shareholders' Representative") of such Selling
Shareholder with full authority and power of substitution to act in the name,
place and stead of such Selling Shareholder with respect to the consummation of
the transactions contemplated hereunder.

                 (b)      The Investor Companies and any other person may
conclusively and absolutely rely, without inquiry, upon any action of the
Shareholders' Representative as the action of each Selling Shareholder in all
matters referred to herein, and each Selling Shareholder confirms all that the
Shareholders' Representative shall do or cause to be done by virtue of his or
her or its appointment as Shareholders' Representative.

                 (c)      Each Selling Shareholder covenants and agrees that it
will not voluntarily revoke the power of attorney conferred in this Section
9.17.  If any Selling Shareholder dies or becomes incapacitated, disabled or
incompetent (such deceased, incapacitated, disabled or incompetent Selling
Shareholder being a "Former Selling Shareholder") and, as a result, the power
of attorney conferred by this Section 9.17 is revoked by operation of law, it
shall not be a breach by such Former Selling Shareholder under this Agreement
if the heirs, beneficiaries, estate, administrator, executor, guardian,
conservator or other legal representative of such Former Selling Shareholder
(each a "Successor Selling Shareholder") confirms the appointment of the
Shareholders' Representative as agent and attorney-in-fact for such Successor
Selling Shareholder.  Notwithstanding the foregoing sentence, if the power of
attorney conferred by this Section 9.17 is revoked by operation of law and
thereafter not reconfirmed by the Successor Selling Shareholder before the
Closing, such revocation shall not be deemed a breach by the Successor Selling
Shareholder of any of the provisions of this Agreement provided that the
securities attributable to such Successor Selling Shareholder are delivered for
transfer to the Investor at the Closing and further provided that such
Successor Selling Shareholder executes and delivers such other certificates,
documents or instruments (including any amendments hereto) that would have been
delivered on its





                                     - 65 -
<PAGE>   73
behalf by the Shareholders' Representative had such Successor Selling
Shareholder reconfirmed the agency and power of attorney conferred by this
Section 9.17.  The Shareholders' Representative may resign as the Shareholders'
Representative for any reason and at any time by written notice to the Investor
Companies and each Selling Shareholder.  If at any time Adrian Aguirre Gomez,
Carlos de Jescs Aguirre Gomez, or Rafael Felipe de Jescs Aguirre Gomez (or any
successor Shareholders' Representative) resigns from his position as a
Shareholders' Representative, the majority-in-interest of the Selling
Shareholders shall designate a successor as soon as practicable and shall
notify Chancellor in writing of such designation.  Upon written notice
delivered to Chancellor, the Selling Shareholders may change the identity of
the Shareholders' Representative by written consent signed by the
majority-in-interest of the Selling Shareholders (including as a result of the
resignation by the Shareholders' Representative).

                 (d)      Each of the Selling Shareholders hereby consents and
agrees to all actions or inactions taken or omitted to be taken in good faith
by the Shareholders' Representative under this Agreement or any other
Transaction Document and hereby agrees to indemnify and hold harmless the
Shareholders' Representative from and against all damages, losses, liabilities,
charges, penalties, costs and expenses (including court costs and legal fees
and expenses) incurred in any claim, action, dispute or proceeding between any
such person or persons and the Selling Shareholders (or any of them) or between
any such person or persons and any third party or otherwise incurred or
suffered as a result of or arising out of such actions or inactions.

         9.18    Public Announcements.  The Company and the Selling
Shareholders, on the one hand, and the Investor Companies, on the other, shall
consult with each other before issuing any press release or otherwise making
any public statements with respect to this Agreement or the transactions
contemplated hereby, except for statements required by law or by any listing
agreements with any national securities exchange or the National Association of
Securities Dealers, Inc., or made in disclosures filed pursuant to the
Securities Act or the Exchange Act or Mexican securities laws.

         9.19    English Language.  In the construction and interpretation of
the terms and provisions of this Agreement, the English language version of
this Agreement shall be the official version of this Agreement and any version
of this Agreement that has been translated into another language shall have no
force and effect except for purposes of enforcing this Agreement in a court of
law that requires that the Agreement be presented in another language.

         9.20    Titles and Headings.  Titles and headings to sections herein
are inserted for convenience of reference only, and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement.

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

                          [SIGNATURE PAGES ATTACHED]





                                     - 66 -
<PAGE>   74
         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the Investor Companies, the Company, the Selling Shareholders, and the Family
Shareholders, or the duly authorized officers of the Parties, as appropriate,
effective as of the date first written above.


                               CHANCELLOR MEDIA CORPORATION



                               By:   /s/ ERIC C. NEUMAN
                                     -------------------------------------------
                                     Eric C. Neuman
                                     Senior Vice President


                               CHANCELLOR MEXICO LLC


                               By:   CHANCELLOR MEDIA CORPORATION
                                     Its Sole Member



                               By:   /s/ ERIC C. NEUMAN
                                     -------------------------------------------
                                     Eric C. Neuman
                                     Senior Vice President




            [Stock Purchase and Merger Agreement - Signature Page 1]
<PAGE>   75




                               GRUPO RADIO CENTRO, S.A. DE C.V.



                               By:      /s/ ADRIAN AGUIRRE GOMEZ
                                        ----------------------------------------
                               Name:    Adrian Aguirre Gomez
                               Title:   Attorney-in-Fact



                               By:      /s/ CARLOS DE JESUS AGUIRRE GOMEZ
                                        ----------------------------------------
                               Name:    Carlos de Jesus Aguirre Gomez
                               Title:   Attorney-in-Fact



            [Stock Purchase and Merger Agreement - Signature Page 2]
<PAGE>   76




                              SELLING SHAREHOLDERS


                               BANCOMER, S.A.,
                               INSTITUCION DE BANCA MULTIPLE
                               As Trustee of the Family Trust (No. F/29307-6)



                               By:      /s/ ADRIAN AGUIRRE GOMEZ
                                        ----------------------------------------
                               Name:    Adrian Aguirre Gomez
                               Title:   Attorney-in-Fact



                               By:      /s/ Rafael Felipe de Jesus Aguirre Gomez
                                        ----------------------------------------
                               Name:    Rafael Felipe de Jesus Aguirre Gomez
                               Title:   Attorney-in-Fact


                               BANCOMER, S.A.,
                               INSTITUCION DE BANCA MULTIPLE
                               As Trustee of the 1992 Trust (No. F/23020-1)



                               By:      /s/ ADRIAN AGUIRRE GOMEZ
                                        ----------------------------------------
                               Name:    Adrian Aguirre Gomez
                               Title:   Attorney-in-Fact



                               By:      /s/ Rafael Felipe de Jesus Aguirre Gomez
                                        ----------------------------------------
                               Name:    Rafael Felipe de Jesus Aguirre Gomez
                               Title:   Attorney-inFact


                               MARIA ESTHER GOMEZ TOVAR DE AGUIRRE



                               /s/ Maria Esther Gomez Tovar de Aguirre
                               -------------------------------------------------
                               Maria Esther Gomez Tovar de Aguirre



            [Stock Purchase and Merger Agreement - Signature Page 3]
<PAGE>   77



                               MARIA ESTHER AGUIRRE GOMEZ



                               /s/ Maria Esther Aguirre Gomez
                               -------------------------------------------------
                               Maria Esther Aguirre Gomez


                               JOSE LUIS RODRIGUEZ IBARRA



                               /s/ Jose Luis Rodriguez Ibarra
                               -------------------------------------------------
                               Jose Luis Rodriguez Ibarra
                               (Solely for purposes of Section 3.2.2)



            [Stock Purchase and Merger Agreement - Signature Page 4]
<PAGE>   78





                                   EXHIBIT D

                            SHAREHOLDERS' AGREEMENT


         THIS SHAREHOLDERS' AGREEMENT (the "Agreement") is entered into and
effective as of _____ __, 1998 [the Closing Date under the Acquisition
Agreement], by and among CHANCELLOR MEDIA CORPORATION, a Delaware corporation
("Chancellor"); CHANCELLOR MEXICO LLC, a Delaware limited liability company
("Chancellor Mexico"); GRUPO RADIO CENTRO, S.A. DE C.V., a corporation
organized under the laws of the United Mexican States (the "Company");
BANCOMER, S.A., Institucion de Banca Multiple, member of Grupo Financiero,
Fiduciary Division, acting as trustee (the "Family Trustee") of trust number
F/29307-6 dated June 3, 1998, established by the other initial Family
Shareholders named hereafter (as amended from time to time, the "Family
Trust");  __________, acting as trustee (the "Controlling Trustee"), of trust
number ________ dated ____________, 1998, established by the Family Trust and
Chancellor Mexico (as amended from time to time, the "Controlling Trust"); each
of the other Persons identified on the signature pages to this Agreement as a
Family Shareholder (as more specifically defined in Article I, collectively
with the Family Trust, the "Family Shareholders"); and each of the other
entities identified on the signature pages to this Agreement as an Investor (as
more specifically defined in Article I, collectively with Chancellor and
Chancellor Mexico, the "Investors").

         Chancellor and Chancellor Mexico are sometimes referred to herein
collectively as the "Investor Companies." Each of the Investors, the
Controlling Trust, and the Family Shareholders is hereinafter referred to
individually as a "Shareholder" and are referred to collectively as the
"Shareholders."  Each of the Shareholders and the Company is hereinafter
referred to individually as a "Party" and collectively as the "Parties."

         This Agreement is entered into as a material part of the consideration
under, and pursuant to the terms of, a Stock Purchase and Merger Agreement
dated as of July 9, 1998, among the Investor Companies, the Company, the Family
Trustee, as trustee of the Family Trust, and certain selling shareholders named
therein (including any amendments thereto, the "Acquisition Agreement").


                                   RECITALS:

         A.      The Investor Companies and the Company jointly desire to
develop programming and  investment opportunities for the Spanish-language
radio market in the United States and Latin America.  In order to accomplish
this goal and to align the interests of the Investors with the Family
Shareholders, the Parties to this Agreement desire to implement (i) mutual
rights of first offer and mutual tag-along rights for the Investors on the one
hand and the Family Shareholders on the other, (ii) the principle that the
Family Shareholders (through the Family Trust and the Controlling Trust) will
control the management and operation of the Company, and (iii) the principle
that the Investors (through the Controlling Trust) will have a neutral
investment with only limited corporate rights.
<PAGE>   79
         B.      The Company has authorized capital stock as of the date hereof
consisting of 318,762,992 Series A Shares of Common Stock, without par value
(the "Series A Shares"), all of which will be issued and outstanding upon
completion of the transactions contemplated in the Acquisition Agreement.  No
other capital stock of the Company is authorized or outstanding.

         C.      Upon consummation of the transactions contemplated in the
Acquisition Agreement, all of the issued and outstanding Series A Shares will
be subject to either (i) the Controlling Trust or (ii) the trust (the "CPO
Trust") established pursuant to that trust agreement dated May 24, 1993, among
Nacional Financiera, S.A., as trustee (the "CPO Trustee"), the Company, and the
1992 Trust (as defined in the Acquisition Agreement), as grantors, pursuant to
which the CPO Trustee has issued ordinary participation certificates ("CPOs"),
each representing a financial interest in one Series A Share.

         D.      The Company, Citibank, N.A., as depositary, and holders and
beneficial owners of American Depositary Receipts ("ADRs") representing
American Depositary Shares ("ADSs") have entered into a Deposit Agreement dated
as of June 30, 1993, providing for the issuance of ADRs evidencing ADSs, each
of which in turn represents nine CPOs.

         E.      The ADSs are listed for trading on the New York Stock
Exchange, and the CPOs are listed for trading on the Mexican Stock Exchange
(Bolsa Mexicana de Valores, S.A. de C.V.).

         F.      Upon consummation of the transactions contemplated in the
Acquisition Agreement, (i) the Controlling Trust will be the record owner of
88,696,919 Series A Shares, representing 27.83% of the issued and outstanding
equity of the Company, (ii) the CPO Trust will be the record owner of
230,066,073 Series A Shares, representing 72.17% of the issued and outstanding
equity of the Company, and (iii) no other capital stock of the Company will be
outstanding.

         G.      Upon consummation of the transactions contemplated in the
Acquisition Agreement, the Investor will directly own (i) 10,264,293 ADSs and
six CPOs, which in the aggregate represent 92,378,643 CPOs, or 28.98% of the
issued and outstanding equity of the Company, and (ii) a 75.54% beneficial
interest in the Controlling Trust, representing an interest in 67,002,853
Series A Shares or 21.02% of the issued and outstanding equity of the Company.
In total, the Investor will own securities representing 50% of the issued and
outstanding equity of the Company.

         H.      Immediately following the consummation of the transactions
contemplated by the Acquisition Agreement, (i) the Family Trust will own a
24.46% beneficial interest in the Controlling Trust, representing an interest
in 21,694,066 Series A Shares or 6.81% of the issued and outstanding equity of
the Company, and (ii) the Family Shareholders (other than the Family Trust)
will own 29,910,196 CPOs representing 9.38% of the issued and outstanding
equity of the Company.  In total, the Family Shareholders will own securities
representing 16.19% of the issued and outstanding equity of the Company.



                                     D-2
<PAGE>   80
                                  AGREEMENTS:

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


                                   ARTICLE I

                              GENERAL PROVISIONS;
                         REPRESENTATIONS AND WARRANTIES

         1.1     Certain Terms.  Each capitalized term used and not otherwise
defined in this Agreement shall have the meaning given such term in the
Acquisition Agreement.  In addition to the terms defined elsewhere herein, when
used herein the following terms shall have the meanings indicated:

                 "Acceptance Notice" has the meaning given that term in Section
3.1(b)(i)(1).

                 "Acquired SEs" means the Series A Share Equivalents
represented by the ADSs, CPOs and the Controlling Trust Interests acquired by
the Investor pursuant to the Acquisition Agreement (as such Acquired SEs may be
changed, exchanged, converted, or otherwise adjusted from time to time to
account for the effects of stock splits, stock combinations, stock dividends,
mergers, or similar changes to the Company's Capital Stock, in which case the
Acquired SEs shall also include any other equity securities received with
respect to the Acquired SEs).  A Series A Share Equivalent shall cease to be an
Acquired SE when it has been Transferred as described in Section 3.1(d)(ii) or
Section 3.1(d)(iii).

                 "Acquisition Agreement" has the meaning given that term in the
third paragraph of this Agreement.

                 "ADRs" has the meaning given that term in paragraph D of the
Recitals to this Agreement.

                 "ADSs" has the meaning given that term in paragraph D of the
Recitals to this Agreement.

                 An "Affiliate" of a Person means (i) in all cases, any Person
controlling, controlled by, or under common control with, such Person; (ii) the
spouse, sibling, parent, child or other immediate family member of such Person;
and (iii) in the case of the Investors, "Affiliate" also means (u) HMTFI, (v)
Hicks, Muse, Tate & Furst (Latin America) Incorporated, (w) Hicks, Muse, Tate &
Furst Latin America Fund, L.P., (x) Hicks, Muse, Tate & Furst Latin America
Private Fund, L.P., (y) the Ibero-American Fund to which an Affiliate of Hicks,
Muse, Tate & Furst Latin America Fund, L.P., is party, and (z) any officer or
employee of HMTFI or other Affiliate (as defined in the preceding clause (i))
of HMTFI.  A Person will be deemed to control another Person (other than a





                                      D-3
<PAGE>   81
natural person) if the first Person possesses, directly or indirectly, the
power to direct or cause the direction or management and policies of the other
Person, whether through the ownership of voting securities, by contract or
otherwise.  Notwithstanding the foregoing, for purposes of this Agreement,
neither the Company nor any of the Family Shareholders shall be deemed
Affiliates of the Investors, and none of the Investors or their Affiliates
shall be deemed Affiliates of the Company or any of the Family Shareholders.

                 "Aguirre" means Adrian Aguirre Gomez.

                 "Approved" or "Approval of" or "Approved by" shall mean (i)
with respect to the Investors, the written consent of the Majority in Interest
of the Investors (acting through the Investor Representative) or of the
majority of the Investor Designees or of the majority of the members of the
Technical Committee designated by the Investors; and (ii) with respect to the
Family Shareholders, the written consent of the Family Trust (if all Family
Shareholders (other than the Family Trust) at that time are also beneficiaries
of the Family Trust) or (if any Family Shareholder other than the Family Trust
is not a beneficiary of the Family Trust) the written consent of the Majority
in Interest of the Family Shareholders (acting through the Family Shareholder
Representative).  The consent in each case shall be obtained before the taking
of the action for which it is required hereunder.

                 "beneficial ownership" or "beneficially owned" shall have the
same meaning as in Rule 13d-3 under the Exchange Act, or any successor
provision.

                 "Bolsa" means The Mexican Stock Exchange (Bolsa Mexicana de
Valores, S.A. de C.V.) or any successor stock exchange.

                 "Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in the City of New York, New York, United
States, or Mexico City, D.F., Mexico, are authorized by law to close.

                 "Capital Stock" means the collective reference to Series A
Shares, any Series A Share Equivalents, and any other series of capital stock
or equivalents thereof issued from time to time by the Company.  In determining
the number of shares of Capital Stock held by a Shareholder for any purpose
under this Agreement, numbers shall be based on the number of underlying shares
of capital stock of the Company represented by such Capital Stock, without
duplication.

                 "Capital Stock Pledge" means any pledge or granting of a
security interest in, or the encumbrance of, Capital Stock.

                 "Chancellor" has the meaning given that term in the first
paragraph of this Agreement.

                 "Chancellor Mexico" has the meaning given that term in the
first paragraph of this Agreement.


                 "Chancellor Stock" means any equity security that Chancellor
issued or issues.





                                      D-4
<PAGE>   82
                 "Charter" means the certificate of incorporation (escritura
constitutiva) and bylaws  (estatutos sociales).

                 "Company" has the meaning given that term in the first
paragraph of this Agreement.

                 "Company Market Price" has the meaning given that term in
Section 4.3.

                 "Controlling Trust" has the meaning given that term in the
first paragraph of this Agreement.

                 "Controlling Trust Agreement" means the agreement establishing
the Controlling Trust identified in the first paragraph of this Agreement, as
it may be amended from time to time.

                 "Controlling Trustee" has the meaning given that term in the
first paragraph of this Agreement.

                 "Controlling Trust Interest" means a beneficial interest in
the Controlling Trust.

                 "CPOs" has the meaning given that term in paragraph C of the
Recitals to this Agreement.

                 "CPO Trust" has the meaning given that term in paragraph C of
the Recitals to this Agreement.

                 "CPO Trustee" has the meaning given that term in paragraph C
of the Recitals to this Agreement.

                 "Demand Offering" has the meaning given that term in the
Registration Rights Agreement.

                 "Demand Request" has the meaning given that term in the
Registration Rights Agreement.

                 "Eligible Shareholder" has the meaning given that term in
Section 3.1(c)(i).

                 "EBITDA" means the Company's consolidated earnings before
interest, taxes, depreciation and amortization as per the consolidated
financial statements of the Company prepared in accordance with Mexican
generally accepted accounting principles.  EBITDA shall not include any
subsidiary or investment the results of which are not consolidated (such as
investments accounted for on the equity method of accounting).

                 "Exchange Act" means the United States Securities Exchange Act
of 1934 or any successor federal statute of the United States, and the rules
and regulations of the United States Securities and Exchange Commission
thereunder, all as the same shall be in effect from time to time.





                                      D-5
<PAGE>   83
                 "Exercise Notice" has the meaning given that term in Section
4.1.

                 "Existing Shareholder" means the individuals listed on
Schedule I hereto who on the initial date hereof execute and deliver to the
Company and the Investor Companies a counterpart signature page to this
Agreement.

                 "Family Designee" has the meaning given that term in Section
2.1(a)(i).

                 "Family Shareholders" means the Family Trustee as trustee for
the Family Trust, Maria Esther Gomez Tovar de Aguirre, Maria Esther Aguirre
Gomez, Francisco de Jesus Aguirre Gomez, Ana Maria Aguirre Gomez, Maria Adriana
Aguirre Gomez, Maria Guadalupe Aguirre Gomez, Adrian Aguirre Gomez, Maria Elena
Aguirre Gomez, Carlos de Jesus Aguirre Gomez, Rafael Felipe de Jesus Aguirre
Gomez, Maria Trinidad Aguirre Gomez, and Jose Manuel Aguirre Gomez, and their
permitted successors and assigns who execute and deliver to the Company and the
Investors a counterpart signature page to this Agreement or a separate
agreement to be bound by the terms hereof (which counterpart signature page or
separate agreement shall identify such Person as a Family Shareholder and shall
include the signature of such Person's spouse, if the Capital Stock is held as
community property or in sociedad conyugal), and, in each case so long as such
Person holds Capital Stock.

                 "Family Shareholder Representative" has the meaning given that
term in Section 6.17.

                 "Family Trust" has the meaning given that term in the first
paragraph of this Agreement.

                 "Family Trustee" has the meaning given that term in the first
paragraph of this Agreement.

                 "Fully-Diluted Series A Shares" means, at any time, the then
outstanding Series A Shares of the Company plus (without duplication) all
Series A Shares issuable, whether at such time or upon the passage of time or
the occurrence of future events, upon the exercise, conversion or exchange of
all then-outstanding Series A Share Equivalents.

                 "HMTFI" means Hicks, Muse, Tate & Furst Incorporated.

                 "Investor Designee" has the meaning given that term in Section
2.1(a)(ii).

                 "Investor Representative" means, initially, Chancellor and
thereafter means any other single Person designated in writing as the Investor
Representative by a Majority in Interest of the Investors in a notice given to
the Company and the Family Shareholder Representative.

                 "Investors" means Chancellor, Chancellor Mexico, and their
permitted successors and assigns who execute and deliver to the Company and the
Family Shareholder Representative a counterpart signature page to this
Agreement or a separate agreement to be bound by the terms





                                      D-6
<PAGE>   84
hereof (which counterpart signature page or separate agreement shall identify
such Person as an Investor), and, in each case so long as such Person holds
Capital Stock or a Controlling Trust Interest.

                 "Majority in Interest" means (i) with respect to the
Investors, Investors who then hold Acquired SEs representing at least a
majority of the Fully-Diluted Series A Shares represented by the Acquired SEs
that all of the Investors then hold, or (ii) with respect to the Family
Shareholders, the Family Shareholders who then hold Series A Share Equivalents
representing at least a majority of the Fully-Diluted Series A Shares
represented by the Series A Share Equivalents that all of the Family
Shareholders then hold, in each case without duplication.

                 "Mandatory Repurchase Right" has the meaning given that term
in Section 4.1.

                 "Mexico" means the United Mexican States.

                 "Non-Offering Shareholders" has the meaning given that term in
Section 3.1(b)(i).

                 "NYSE" means The New York Stock Exchange, Inc., or any
successor securities exchange.

                 "Offer Notice" has the meaning given that term in Section
3.1(b)(i).

                 "Offer Price" has the meaning given that term in Section
3.1(b)(i).

                 "Offered Interest" has the meaning given that term in Section
3.1(b)(i).

                 "Offered SEs" has the meaning given that term in Section
3.1(c)(i).

                 "Offering" means a Demand Offering or a Piggyback Offering as
defined in the Registration Rights Agreement.

                 "Offering Shareholder" has the meaning given that term in
Section 3.1(b)(i).

                 "Participating Shareholders" has the meaning given that term
in Section 3.1(c)(i).

                 "Participation Notice" has the meaning given that term in
Section 3.1(c)(i)(1).

                 "Participation Offer" has the meaning given that term in
Section 3.1(c)(i).

                 "Party" and "Parties" have the meanings given those terms in
the first paragraph of this Agreement.

                 "Permitted Transfer" means (i) a transfer upon the death of a
Shareholder to such Shareholder's executors, administrators, testamentary
trustees, legatees or beneficiaries; (ii) an





                                      D-7
<PAGE>   85
involuntary transfer mandated by operation of law; provided that in the case of
divorce the transferring Shareholder shall use his or her best efforts to have
all shares of Capital Stock owned by him or her (whether as separate property,
community property, in sociedad conyugal or otherwise) and subject to this
Agreement to be allocated to such Shareholder as such Shareholder's separate
property; (iii) a gift or donation (conditional or otherwise) made by a
Shareholder to the spouse or natural or adoptive children or stepchildren of
that Shareholder, or to a trust established for the benefit of such Shareholder
or one or more of those Persons; (iv) with respect to any Existing Shareholder
other than a Restricted Family Designee, a transfer to at least two-thirds of
the other Existing Shareholders in equal amounts; (v) with respect to any
Existing Shareholder, a transfer to any Restricted Family Designee; (vi) with
respect to any Restricted Family Designee, a transfer that does not involve
Restricted Family Designee Initial Shares so long as the transfer is to at
least two-thirds of the other Existing Shareholders in equal amounts; (vii)
with respect to the Investors, a transfer to an Affiliate; (viii) with respect
to the Investors, a Capital Stock Pledge or the imposition of any Lien on or
negative pledge affecting Series A Share Equivalents or the interest of such
other entity in connection with a bona fide financing transaction; or (ix) a
transfer to any Person when such transfer is specifically Approved as a
Permitted Transfer by the Investors and the Family Shareholders; in each case
(i) through (ix) so long as the transferee takes subject to the rights of
others established in this Agreement and complies with the requirements of
Section 3.1(a)(i).

                 "Person" means any natural person, corporation, limited
liability company, limited partnership, general partnership, joint stock
company, joint venture, association, company, trust, bank trust company, land
trust, business trust or other organization, whether or not a legal entity, and
any government or agency or political subdivision thereof.

                 "PORTAL" means the National Association of Securities Dealers'
Private Offerings, Resales and Trading through Automated Linkages system.

                 "Price" has the meaning given that term in Section 3.1(c)(i).

                 "Primary Ownership Threshold" means Acquired SEs representing
50% of Fully-Diluted Series A Shares that all the Acquired SEs represent, as
such number may be adjusted from time to time to account for the effects of
stock splits, stock combinations, stock dividends or similar adjustments to the
Capital Stock.

                 "Purchasing Shareholders" has the meaning given that term in
Section 3.1(b)(ii).

                 "Registration Rights Agreement" means the Registration Rights
Agreement dated as of the date of this Agreement and signed by the Company, the
Investor, the Controlling Trust, and the Family Trust, as it may be amended
from time to time.

                 "Reporting Investors" means those members of the Investors
that are required or are permitted (and have elected to do so) under applicable
accounting rules to report their investment in Acquired SEs of the Company on
either a consolidated basis or using the equity method of accounting.





                                      D-8
<PAGE>   86
                 "Repurchase Price" has the meaning given that term in Section
4.2.

                 "Repurchase Closing" has the meaning given that term in
Section 4.4.

                 "Repurchase Closing Date" has the meaning given that term in
Section 4.4.

                 "Repurchase SEs" has the meaning given that term in Section
4.1.

                 "Repurchaser" means the Family Trust and each of the Family
Shareholders, jointly and severally.

                 "Restricted Family Designees" means Messrs. Aguirre and Carlos
de Jesus Aguirre Gomez, or the successor of each designated in accordance with
Section 2.19.

                 "Restricted Family Designee Initial Shares" means (a) the
Series A Share Equivalents that a Restricted Family Designee holds on the date
hereof (after consummation of the transactions contemplated in the Acquisition
Agreement) or, (b) with respect to successor Restricted Family Designees, the
Series A Share Equivalents held by the successor at the time the Person becomes
a successor Restricted Family Designee or, if less (for Existing Shareholders
only), the Series A Share Equivalents that such successor holds on the date
hereof (after consummation of the transactions contemplated in the Acquisition
Agreement).

                 "ROFO Closing" has the meaning given that term in Section
3.1(b)(ii).

                 "ROFO Closing Period" has the meaning given that term in
Section 3.1(b)(ii).

                 "Secondary Ownership Threshold" means Acquired SEs
representing 25% of the Fully-Diluted Series A Shares that all the Acquired SEs
represent, as such number may be adjusted from time to time to account for the
effects of stock splits, stock combinations, stock dividends or similar
adjustments to the Capital Stock.

                 "Securities Act" means the United States Securities Act of
1933 or any successor federal statute of the United States, and the rules and
regulations of the United States Securities and Exchange Commission thereunder,
all as the same shall be in effect from time to time.

                 "Series A Share Equivalents" means (without duplication with
any other Series A Shares or Series A Share Equivalents) Series A Shares,
rights, warrants, options, convertible securities, or exchangeable securities
or indebtedness, or other rights, exercisable for or convertible or
exchangeable into, or representing a financial interest in, directly or
indirectly, Series A Shares or securities convertible or exchangeable into
Series A Shares or a beneficial interest in, directly or indirectly, Series A
Shares or securities convertible or exchangeable into Series A Shares, whether
at the time of issuance or upon the passage of time or the occurrence of some
future event, including CPOs, ADSs, Controlling Trust Interests, and beneficial
interests in the Family Trust.





                                      D-9
<PAGE>   87
                 "Series A Shares" has the meaning given that term in paragraph
B of the Recitals to this Agreement.

                 "Shareholders" has the meaning given that term in the second
paragraph of this Agreement.

                 "Special Family Designees" means Messrs. Aguirre, Carlos de
Jesus Aguirre Gomez, and Rafael Felipe de Jesus Aguirre Gomez, or the successor
of each designated in accordance with Section 2.19.

                 "Substitute Designee" has the meaning given that term in
Section 2.1(c).

                 "Technical Committee" means the technical committee under the
Controlling Trust Agreement.

                 "Tertiary Ownership Threshold" means Acquired SEs representing
10% of the Fully-Diluted Series A Shares that all the Acquired SEs represent,
as such number may be adjusted from time to time to account for the effects of
stock splits, stock combinations, stock dividends or similar adjustments to the
Capital Stock.

                 "Transaction Documents" has the meaning given that term in the
Acquisition Agreement.

                 "Transfer" means, (i) with respect to the Family Shareholders,
any disposition of any security or any interest therein that would constitute a
"sale" thereof within the meaning of the Securities Act and any lease,
exchange, transfer, gift, donation (conditional or otherwise), bequest,
assignment or Capital Stock Pledge of (in one transaction or a series of
related transactions) any security of the Company (including Series A Share
Equivalents), voluntarily or involuntarily, by operation of law or otherwise
and (ii) with respect to the Investors, any disposition of any security or any
interest therein that would constitute a "sale" thereof within the meaning of
the Securities Act and any lease, exchange, transfer, gift, donation
(conditional or otherwise), bequest, or assignment (in one transaction or a
series of related transactions) of any security of the Company (including
Series A Share Equivalents) or of any entity (including Chancellor Mexico)
substantially all of the assets of which are securities (and related rights) of
the Company (including Series A Share Equivalents), voluntarily or
involuntarily, by operation of law or otherwise.

                 "Transferor" has the meaning given that term in Section
3.1(c)(i).

                 "Transferor's Notice" has the meaning given that term in
Section 3.1(c)(i).

                 "Triggering Event" has the meaning given that term in Section
4.5.

                 "United States" means the United States of America.





                                      D-10
<PAGE>   88
                 "Withdrawing Designee" has the meaning given that term in
Section 2.1(c).

         1.2     References and Titles.  Unless the context otherwise requires,
(a) all references in this Agreement to Articles, Sections, subsections and
other subdivisions refer to the corresponding Articles, Sections, subsections
and other subdivisions of this Agreement, (b) titles appearing at the beginning
of any Articles, Sections, subsections or other subdivisions of this Agreement
are for convenience only, do not constitute any part of such Articles,
Sections, subsections or other subdivisions, and shall be disregarded in
construing the language contained therein, (c) the words "this Agreement,"
"herein," "hereby," "hereunder" and "hereof," and words of similar import,
refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited, (d) the words "this Article," "this Section" and "this
subsection," and words of similar import, refer only to the Articles, Sections
or subsections hereof in which such words appear, (e) the word "or" is not
exclusive, and (f) the word "including" (in its various forms) means "including
without limitation."  Pronouns in masculine, feminine or neuter genders shall
be construed to state and include any other gender, and words, terms and titles
(including terms defined herein) in the singular form shall be construed to
include the plural and vice versa, unless the context otherwise expressly
requires.  All references to "$," "US$" "dollars," or dollar amounts will be to
lawful currency of the United States, all references to "Ps," "pesos" or peso
amounts will be to lawful currency of Mexico.

         1.3     Representations and Warranties.

                 (a)      The Company hereby represents and warrants to each
Shareholder:

                          (i)     the Company has full power and authority to
         execute, deliver and perform this Agreement and to consummate the
         transactions contemplated hereby, and the execution, delivery and
         performance by the Company of this Agreement and the completion by the
         Company of the transactions contemplated hereby have been duly
         authorized by all necessary corporate action;

                          (ii)    this Agreement has been duly and validly
         executed and delivered by the Company and constitutes the binding
         obligation of the Company enforceable against the Company in
         accordance with its terms; and

                          (iii)   the execution, delivery and performance by
         the Company of this Agreement and the consummation by the Company of
         the transactions contemplated hereby will not, with or without the
         giving of notice or the lapse of time, or both, (A) violate any
         provision of law, statute, rule or regulation to which the Company is
         subject, (B) violate any order, judgment or decree applicable to the
         Company, or (C) conflict with, or result in a breach or default under,
         any term or condition of the Company's Charter or any agreement or
         other instrument to which the Company is a party or by which the
         Company is bound.

                 (b)      Each of the Family Shareholders, severally and not 
jointly, represents and warrants to the Investors and the Company that:





                                      D-11
<PAGE>   89
                          (i)     it has full power and authority to execute,
         deliver and perform this Agreement and to consummate the transactions
         contemplated hereby, and the execution, delivery and performance by it
         of this Agreement and the consummation by it of the transactions
         contemplated hereby have been duly authorized by all necessary action;

                          (ii)    this Agreement has been duly and validly
         executed and delivered by it and constitutes the binding obligation of
         it enforceable against it in accordance with the Agreement's terms;
         and

                          (iii)   the execution, delivery and performance by it
         of this Agreement and the consummation by it of the transactions
         contemplated hereby will not, with or without the giving of notice or
         the lapse of time, or both, (A) violate any provision of law, statute,
         rule or regulation to which it is subject, (B) violate any order,
         judgment or decree applicable to it, or (C) conflict with, or result
         in a breach or default under, any term or condition of its certificate
         of incorporation or by-laws, certificate of limited partnership or
         partnership agreement, as applicable, trust agreement, or any
         agreement or other instrument to which it is a party or by which it is
         bound.

                 (c)      Each of the Investors represents and warrants to each
other Shareholder and the Company that:

                          (i)     it has full power and authority to execute,
         deliver and perform this Agreement and to consummate the transactions
         contemplated hereby, and the execution, delivery and performance by it
         of this Agreement and the consummation by it of the transactions
         contemplated hereby have been duly authorized by all necessary action;

                          (ii)    this Agreement has been duly and validly
         executed and delivered by it and constitutes the binding obligation of
         it enforceable against it in accordance with the Agreement's terms;
         and

                          (iii)   the execution, delivery and performance by it
         of this Agreement and the consummation by it of the transactions
         contemplated hereby will not, with or without the giving of notice or
         the lapse of time, or both, (A) violate any provision of law, statute,
         rule or regulation to which it is subject, (B) violate any order,
         judgment or decree applicable to it, or (C) conflict with, or result
         in a breach or default under, any term or condition of its certificate
         of incorporation or by-laws, certificate of limited partnership or
         partnership agreement, as applicable, trust agreement, or any
         agreement or other instrument to which it is a party or by which it is
         bound.





                                      D-12
<PAGE>   90
                                   ARTICLE II

                           MANAGEMENT OF THE COMPANY;
                         ACTIVITIES OF THE SHAREHOLDERS

         2.1     Board of Directors; Committees.  The Parties shall take all
action within their respective power required to cause the following to occur:

                 (a)      The board of directors of the Company shall at all
times consist of no more than nine principal directors and their respective
alternates (suplentes) or such lesser number as equals the sum of the number of
Family Designees and the number of Investor Designees.  Subject to the
provisions set forth in this Section 2.1(a), the Company's directors shall be
elected or appointed to serve as follows:

                          (i)     The Family Shareholders shall designate six
         principal directors and their respective alternates (suplentes) to
         serve on the Company's board of directors (each, a "Family Designee");
         it being agreed that at least two of the six principal directors
         designated by the Family Trust shall be Special Family Designees; and

                          (ii)    The Investors shall designate the following
         numbers of principal directors and their respective alternates
         (suplentes) to serve on the Company's board of directors (each, an
         "Investor Designee"):

                                  (A)      three Investor Designees and their
                 respective alternates (suplentes) to serve on the Company's
                 board of directors as long as the Investors beneficially own
                 Acquired SEs equal to or greater than the Primary Ownership
                 Threshold;

                                  (B)      two Investor Designees and their
                 respective alternates (suplentes) to serve on the Company's
                 board of directors as long as the Investors beneficially own
                 Acquired SEs fewer than the Primary Ownership Threshold and
                 equal to or greater than the Secondary Ownership Threshold;

                                  (C)      one Investor Designee and his
                 alternate (suplente) to serve on the Company's board of
                 directors as the Investors beneficially own Acquired SEs fewer
                 than the Secondary Ownership Threshold and equal to or greater
                 than the Tertiary Ownership Threshold; and

                                  (D)      none, if the Investors beneficially
                 own Acquired SEs fewer than the Tertiary Ownership Threshold.

         Unless otherwise Approved by the Family Shareholders and the
         Investors, no principal director or alternate (suplente) may be an
         officer, director or greater than 10% shareholder of any company
         (other than the Company, its subsidiaries, and its network affiliates)
         that





                                      D-13
<PAGE>   91
         engages primarily in the business of radio or television broadcasting
         or programming in Mexico City.

                 (b)      Unless otherwise Approved by the Family Shareholders
and the Investors, the board of directors of the Company shall have as
committees only an Executive Committee and a Compensation Committee, which
shall have the authority and be comprised as follows:

                          (i)     The Executive Committee of the board of
         directors of the Company shall be vested with all the powers of the
         Company's board of directors, subject to the exceptions established in
         the Company's Charter, the powers delegated to other committees of the
         board of directors, and the limited corporate rights of the Investors.
         The Executive Committee shall have five members and their respective
         alternates (suplentes).  So long as the Investors are entitled to
         designate at least one director, then the Investors shall also be
         entitled to designate one of the Investor Designees as a member of the
         Executive Committee.  All other members of the Executive Committee
         shall be designated by the Family Shareholders or otherwise in
         accordance with the Company's Charter and applicable law, but at least
         two of the members of the Executive Committee shall be Special Family
         Designees so long as the Investors are entitled to designate at least
         one director.

                          (ii)    The Compensation Committee of the board of
         directors of the Company shall periodically review the compensation,
         employee benefit plans, and fringe benefits paid to or provided for
         officers of the Company, recommend the annual salaries and bonuses of
         the Company's officers to the board of directors for approval, monitor
         the Company's incentive programs and plans, and engage compensation
         experts and consultants to advise the Compensation Committee and the
         board of directors.  The Compensation Committee shall have two members
         and their respective alternates (suplentes).  So long as the Investors
         are entitled to designate at least one director, then one member of
         the Compensation Committee shall be an Investor Designee and one
         member shall be a Special Family Designee who is not in the Company's
         management.  If the Investors cease to be entitled to designate at
         least one director, then the members and size of the Compensation
         Committee shall be determined by the Family Shareholders or otherwise
         in accordance with the Company's Charter and applicable law.

                 (c)      If any Family Designee or Investor Designee (a
"Withdrawing Designee") is unable to serve, or once having commenced to serve,
is removed or withdraws from the board of directors of the Company, such
Withdrawing Designee's replacement (the "Substitute Designee") on the board of
directors (and, if applicable, any executive or similar committee thereof)
shall be designated in accordance with Section 2.1(a).  Until the Substitute
Designee has been elected, the alternate (suplente) for the Withdrawing
Designee shall serve on the board of directors of the Company and on the
related committee(s), if any, as principal Family Designee or Investor
Designee, as the case may be, with the same powers, rights and committee
memberships as the Withdrawing Designee had.  The Parties shall take all action
within its, his or her power to seat the Substitute Designee in place of the
Withdrawing Designee, including, but not limited to, the voting of Capital
Stock of the Company and the giving of, and causing such Shareholder's
representatives or





                                      D-14
<PAGE>   92
designates on the Technical Committee to give, appropriate instructions to the
Controlling Trustee to cause the election of the Substitute Designee as soon as
practicable following the designation of the Substitute Designee.

                 (d)      If any Party is entitled to designate a director or
directors but chooses not to designate a director or directors, such
directorship or directorships shall remain vacant unless such vacancy results
in less than the minimum number of directors required by law, in which case the
vacancy or vacancies shall be filled by an individual or individuals elected by
the shareholders of the Company in the manner provided by the Company's
Charter.

                 (e)      The Parties agree that no action shall be taken at
any meeting of the board of directors of the Company (or any committee thereof
on which an Investor Designee sits) unless each director or member (or
committee member, as appropriate) shall receive at least two Business Days'
notice of the meeting or shall waive that notice in writing before the meeting;
and further, if the Investors are then entitled to designate a director or
directors or a member or members but that directorship or directorships or
membership or memberships are vacant, before any action being taken at any such
meeting the Investor Representative must also receive at least two Business
Days' notice of the meeting or shall waive that notice in writing and the
Investor Representative also shall receive by that date any materials for the
meeting distributed to the other directors or members before the meeting.  Each
Investor Designee and the Investor Representative shall have the right to
attend any meeting or meetings by telephone.  The board of directors shall not
take any action without such notice unless such notice is waived in writing by
all of the Investor Designees or by the Investor Representative if the
Investors are entitled to designate a director under this Agreement but do not
have an Investor Designee serving on the board of directors at that time.

                 (f)      All designations under this Section 2.1 shall be made
in writing and delivered to the Chief Executive Officer of the Company, the
Family Shareholder Representative, the Investor Representative and the
Controlling Trustee and shall take effect upon such notice unless a later time
of effectiveness is specified in the notice.

         2.2     Technical Committee.  The Shareholders shall take all action
within their respective power required to cause the following to occur:

                 (a)      The Technical Committee shall at all times consist of
no more than six principal members and their respective alternates (suplentes).
Subject to the provisions set forth in this Section 2.2(a), the members of the
Technical Committee shall be appointed to serve as follows:

                          (i)     The Family Shareholders shall appoint four
         principal members of the Technical Committee and their respective
         alternates (suplentes); it being agreed that at least two of the four
         principal members of the Technical Committee appointed by the Family
         Shareholders shall be Special Family Designees; and

                          (ii)    The Investors shall appoint two principal
         members of the Technical Committee and their respective alternates
         (suplentes) so long as the Investors beneficially own





                                      D-15
<PAGE>   93
         Controlling Trust Interests or Acquired SEs that are required under
         Mexican law to be neutral but that cannot be neutralized through
         deposit into the CPO Trust (in which case the Investors shall have the
         right to deposit them into the Controlling Trust).  Unless otherwise
         Approved by the Family Shareholders and the Investors, no principal
         member or alternate (suplente) of the Technical Committee shall be an
         officer, director or greater than 10% shareholder of any company
         (other than the Company, its subsidiaries, and its network affiliates)
         that engages primarily in the business of radio or television
         broadcasting or programming in Mexico City.

                 (b)      If any designee to the Technical Committee is unable
to serve, or once having commenced to serve, is removed or withdraws from the
Technical Committee, the Party that designated such designee shall have the
sole right to designate such designee's replacement.  Until the substitute
designation has been made, the alternate (suplente) for the withdrawing
designee shall serve on the Technical Committee with the same powers, rights
and committee memberships as the withdrawing designee had.

                 (c)      If any Party is entitled to designate a member or
members of the Technical Committee but chooses not to designate a member or
members, such membership or memberships shall remain vacant unless such vacancy
results in less than the minimum number of members required by the Controlling
Trust Agreement, in which case the vacancy or vacancies shall be filled in the
manner provided by the Controlling Trust Agreement.

                 (d)      The Shareholders agree that no action shall be taken
at any meeting of the Technical Committee unless each member of the Technical
Committee shall receive at least two Business Days' notice of the meeting or
shall waive that notice in writing; and further, if the Investors are then
entitled to designate a member or members but that membership or memberships
are vacant, before any action being taken at any such meeting the Investor
Representative must also receive at least two Business Days' notice of the
meeting or shall waive that notice in writing and the Investor Representative
also shall receive by that date any materials for the meeting distributed to
the other members before the meeting.  Each designee of the Investors on the
Technical Committee shall have the right to attend any meeting or meetings by
telephone.  The Technical Committee shall not take any action without such
notice unless such notice is waived in writing by all of the Investors'
designees to the Technical Committee or by the Investor Representative if the
Investors are entitled to designate a member under this Agreement but do not
have a designee serving on the Technical Committee at that time.

                 (e)      All designations under this Section 2.2 shall be made
in writing and delivered to the Controlling Trustee, the Family Shareholder
Representative and the Investor Representative and shall take effect upon
notice to the Controlling Trustee unless a later time of effectiveness is
specified in the notice.

         2.3     Selection of Statutory Auditors.  As long as the Investors
beneficially own Acquired SEs equal to or greater than the Primary Ownership
Threshold, the Parties shall take all action within their respective power to
appoint a statutory auditor (comisario) of the Company and its alternate





                                      D-16
<PAGE>   94
that is designated by the Investors.  All other statutory auditors (comisarios)
and their alternates shall be elected in accordance with the Company's Charter
and applicable law.  If the Investors choose to exercise their right to
designate a statutory auditor, they shall do so by sending written notice of
that election and the designation to the Chief Executive Officer of the Company
and to the Controlling Trustee.  Unless otherwise Approved by the Family
Shareholders and the Investors, no statutory auditor (comisario) of the Company
shall individually be an officer, director, greater than 10% shareholder, or
statutory auditor (comisario) of any company (other than the Company, its
subsidiaries, and its network affiliates) that engages primarily in the
business of radio or television broadcasting or programming in Mexico City.

         2.4     Protection of Rights.  The Parties shall take all action
within their respective power required to cause the following to occur:

                 (a)      No Family Designee shall be removed from the board of
directors unless Approved by (or at the written direction of) the Family
Shareholders.  No designee of the Family Shareholders to the Technical
Committee shall be removed from the Technical Committee unless Approved by (or
at the written direction of) the Family Shareholders.  A Family Designee shall
be removed as a director of the Company upon written instructions by the Family
Shareholders to the Controlling Trustee and the Company.

                 (b)      No Investor Designee shall be removed from the board
of directors unless Approved by (or at the written direction of) the Investors.
No designee of the Investor to the Technical Committee shall be removed from
the Technical Committee unless Approved by (or at the written direction of) the
Investors.  An Investor Designee shall be removed as a director of the Company
upon written instructions by the Investors to the Controlling Trustee and the
Company.

                 (c)      No action shall be taken at any meeting of the
shareholders of the Company unless the Investor Representative shall receive at
least 10 Business Days' notice of the meeting or shall waive that notice in
writing.  A representative of the Investors shall have the right to attend any
meeting or meetings by telephone.  The Parties agree to take all action within
its, his or her power, including the voting of Capital Stock (or directing the
Controlling Trustee to so vote such Capital Stock) and the casting of votes at
the Technical Committee, to prevent action on which the Investors have limited
corporate rights under Section 2.7 from being taken by the shareholders of the
Company without such notice unless the Investor Representative waives such
notice in writing.

         2.5     Director and Officer Indemnification and Insurance.  The
Company shall (a) execute and enter into an Indemnification Agreement with each
member or alternate of the board of directors in the form attached as Exhibit A
to this Agreement [same as Exhibit C to the Acquisition Agreement], and (b)
obtain and maintain director and officer liability insurance in such amounts
and with such coverage as to provide each such member or alternate of the board
of directors and officers of the Company with coverage of at least US$25
million for a single occurrence.

         2.6     Other Activities of the Shareholders; Fiduciary Duties.  It is
expressly understood and agreed that the Investors and their Affiliates have
interests in other business ventures that may be





                                      D-17
<PAGE>   95
competitive with the activities of the Company and that, to the fullest extent
permitted by law, nothing in this Agreement shall limit the current or future
business activities of the Investors or any of their respective Affiliates
whether or not such activities are competitive with those of the Company.
Chancellor will disclose, from time to time, to the Company any material
ownership interests it or any of its consolidated subsidiaries has in other
companies engaged primarily in the business of Spanish language radio or
television broadcasting or programming in Mexico (excluding ownership positions
of less than five percent in publicly traded companies).  Except as expressly
provided herein, nothing in this Agreement shall limit the ability of any
Shareholder to exercise its rights under this Agreement or as a shareholder of
the Company in accordance with its own best judgment.  Nothing in this
Agreement, express or implied, shall relieve any officer or director of the
Company, as such, of any fiduciary duties they may have to the shareholders of
the Company.

         2.7     Investors' Limited Corporate Rights.  The Parties recognize
that the Family Shareholders will control the Company and its management for as
long as the Controlling Trust holds the majority of the outstanding Series A
Shares of the Company.  In contrast, the Investors will have only limited
corporate rights as a result of their participation in the Controlling Trust,
which will require certain action to be taken by the mutual agreement of the
Family Shareholders and the Investors.  Accordingly, the Company and the
Shareholders agree that, so long as the Investors beneficially own Acquired SEs
equal to or greater than the Primary Ownership Threshold and also beneficially
own Series A Share Equivalents representing equal to or greater than 10% of the
Fully-Diluted Series A Shares, unless otherwise Approved by the Investors, the
Company shall not (and its subsidiaries shall not):

                 (a)      change its corporate purpose or nationality;

                 (b)      merge or consolidate with or into any other Person or
         otherwise be transformed into another Person;

                 (c)      dissolve or liquidate or undergo any other similar
         event;

                 (d)      sell or convey all or substantially all of its assets
         to any other Person, or effect a split-off (escision) of all or any
         part of the assets or business of the Company (other than the sale of
         shares of Chancellor Stock for cash, which shall not require the
         Approval of the Investors);

                 (e)      effect any cash or stock dividend or other
         distribution of the Capital Stock;

                 (f)      redeem or repurchase any Capital Stock;

                 (g)      issue any equity securities other than upon the
         exercise of outstanding warrants, options, or similar rights
         outstanding on the date hereof or issued hereafter with the Approval
         of the Investors;

                 (h)      issue any individual or series of debt securities;





                                      D-18
<PAGE>   96
                 (i)      provide demand registration rights or piggyback
         registration rights to any Person other than those set forth in the
         Registration Rights Agreement;

                 (j)      adopt any business plan or budget nor amend any
         Approved initial or subsequent Annual Business Plan or budget or take
         any action inconsistent with the applicable initial or subsequent
         Annual Business Plan that has been Approved by the Investors as more
         particularly described in Section 2.15 (other than the sale of
         Chancellor Stock for cash, which shall not require the Approval of the
         Investors);

                 (k)      incur any indebtedness for, other than ordinary trade
         payables, or grant any guarantee or security interest for, an amount,
         individually or in the aggregate, in excess of US$1 million;

                 (l)      make any investments or acquisitions not specifically
         provided for in the Annual Business Plan Approved by the Investors and
         then in effect, directly or indirectly, in excess of US$1 million,
         individually or in the aggregate;

                 (m)      take any action, or fail to take any action required
         of it, the result of which is that its Capital Stock ceases to be
         listed, quoted or traded on the NYSE and Bolsa or registered or
         inscribed with the National Banking and Securities Commission of
         Mexico (Comision Nacional Bancaria y de Valores);

                 (n)      enter into any employment agreement, any severance
         agreement, or any material transaction or series of related
         transactions with any of the Family Shareholders or any of their
         Affiliates unless the amount involved is US$25,000 or less and the
         transaction is on terms that are at least as favorable to the Company
         as could be obtained in arms-length transactions;

                 (o)      cease to engage BDO Binder or one of the top five
         internationally recognized accounting firms as its auditor;

                 (p)      grant any corporate power of attorney (poderes) with
         respect to acts of ownership (actos de dominio) other than those that
         are exercised jointly with at least an attorney-in-fact designated for
         that purpose by the Investors (mancomunadamente), unless the amount
         involved is, individually or in the aggregate, US$1 million or less;

                 (q)      initiate or consent to the settlement of, or admit to
         liability with respect to, any litigation having liability or
         settlement value in excess of US$1 million, individually or in the
         aggregate, or fail to contest any such litigation against it; or

                 (r)      alter, modify, amend, or change its Charter.

Subject to the provisions of Article IV, the designees of the Investors on the
Technical Committee and the majority of the designees of the Family
Shareholders on the Technical Committee shall agree





                                      D-19
<PAGE>   97
upon the appointment or termination of any President and Chief Executive
Officer, General Director, Executive Director of Operations or Chief Financial
Officer of the Company.  References to the Company in this Section 2.7 shall
also mean each direct and indirect subsidiary of the Company, and the Charter
of the Company and, if the Investors reasonably request, each subsidiary shall
expressly give effect to the provisions of this Section 2.7.  The Parties shall
take all actions within their respective power required to give effect to the
preceding provisions of this Section 2.7.  Notwithstanding the other provisions
of this Section 2.7, (i) the Investors' consent shall not be required for the
Company to sell shares of Chancellor Stock for cash and (ii) so long as
applicable law prohibits the Investor Designees and the members of the
Technical Committee designated by the Investors from having the right to vote
with respect to content or programming matters in connection with licenses
granted by the Mexican government, neither the Investor Designees nor the
members of the Technical Committee designated by the Investors shall have such
right.  Notwithstanding the foregoing provisions, the Investor's consent shall
not be required for the Family Shareholders to cause the Company to register
for resale CPOs held by the Family Shareholders if the Family Shareholders pay
all third-party and out-of-pocket expenses of themselves and the Company in
connection with such registration (it being agreed that the Investors hereby
consent to one registration of CPOs for the Family Shareholders in which the
Company pays the expenses of the registration (other than underwriting
discounts and commissions, but including reasonable expenses of the Family
Shareholders)).  In addition, if any Investor exercises any piggyback
registration rights with respect to an offering initiated by the Family
Shareholders at their expense,  then the Company shall pay the expenses of the
registration (other than underwriting discounts and commissions),
notwithstanding the prior agreement of the Family Shareholders to pay such
expenses.

         2.8     Financial Information.  The Company shall deliver to the
Investors the following, together with management's discussion and analysis of
financial condition and results of operations for the relevant fiscal periods,
in writing in the English language and expressed in pesos and in U.S. dollars
using the applicable exchange rate:

                 (a)      as soon as available and in any event within 45 days
after the end of each fiscal year of the Company (commencing fiscal year 1998),
(i) an audited consolidated balance sheet or equivalent statement of financial
position of the Company at the end of such fiscal year and the previous fiscal
year, and the related consolidated statements of operations, stockholders
equity, and cash flows or equivalent statements of financial results for such
fiscal year, setting forth in comparative form the figures for the previous two
fiscal years, together with the related notes to financial statements and
schedules, and such other statements that Reporting Investors are then required
to include in their financial statements, and (ii) a statement of the EBITDA of
the Company and its consolidated subsidiaries for such fiscal year, all
presented in accordance with Mexican generally accepted accounting principles,
reconciled to United States generally accepted accounting principles and the
rules and regulations of the United States Securities and Exchange Commission
for financial statements to be included in an Annual Report on Form 10-K, and
reported on as to fairness of presentation, accounting principles and
consistency, and otherwise audited by independent public accountants;





                                      D-20
<PAGE>   98
                 (b)      as soon as available and in any event within 20 days
after the end of each calendar quarter of each fiscal year, (i) an unaudited
abbreviated consolidated balance sheet or equivalent statement of financial
position of the Company at the end of such quarter and the end of the
corresponding period of the preceding fiscal year, and the related consolidated
statements of operations, stockholders equity, and cash flows or equivalent
statements of financial results for the quarter and for the portion of the
fiscal year ended at the end of each such calendar quarter, as applicable,
setting forth in comparative form the figures for the corresponding calendar
quarter and, as applicable, portion of the previous fiscal year, together with
the related abbreviated notes to financial statements and schedules, and such
other statements that Reporting Investors are then required to include in their
financial statements, and (ii) a statement of EBITDA of the Company and its
consolidated subsidiaries for such calendar quarter and, as applicable, portion
of the fiscal year, all presented in accordance with Mexican generally accepted
accounting principles, reconciled to United States generally accepted
accounting principles and the rules and regulations of the United States
Securities and Exchange Commission for financial statements to be included in
an Quarterly Report on Form 10-Q, and certified in writing as to fairness of
presentation, accounting principles and consistency by an officer of the
Company;

                 (c)      as soon as available and in any event within 10 days
after the end of each calendar month of each fiscal year, (i) an unaudited
abbreviated consolidated balance sheet or equivalent statement of financial
position of the Company at the end of such month and the end of the
corresponding period of the preceding fiscal year, and the related consolidated
statements of operations or equivalent statement of financial results for such
calendar month and the portion of the fiscal year ended at the end of each such
calendar month, setting forth in comparative form in the case of such
statements of operations the figures for the corresponding calendar month and
portion of the previous fiscal year, and (ii) a statement of EBITDA of the
Company and its consolidated subsidiaries for such calendar month and portion
of the fiscal year, all presented in accordance with Mexican generally accepted
accounting principles, reconciled to United States generally accepted
accounting principles consistently applied (subject to management estimates of
quarterly and annual adjustments); and

                 (d)      as soon as available and in any event no later than
the periods specified in the preceding clauses (a), (b) and (c), the Company
shall provide the Reporting Investors with preliminary drafts of the financial
information to be delivered pursuant to such clauses.

         All computations of EBITDA shall be made and certified in writing by
the Company's Chief Financial Officer (or equivalent officer) and, with respect
to the EBITDA calculation for any completed fiscal year, shall be reviewed and
certified in writing by the Company's independent public accountants.

         The Company's obligation to deliver to the Investors reconciliations
of the financial information specified in this Section 2.8 to United States
generally accepted accounting principles or to the rules and regulations of the
United States Securities and Exchange Commission shall be suspended during such
periods that no Reporting Investor is required to prepare its financial
statements under United States generally accepted accounting principles or, as
applicable, the rules





                                      D-21
<PAGE>   99
and regulations of the United States Securities and Exchange Commission.
Nevertheless, to the extent the Company itself is required by law, the rules or
regulations of any securities exchange on which any of its securities is then
listed, or by contract (other than this Agreement) to prepare financial
statements reconciled to such standards, then it shall also deliver such
reconciled financial statement to the Investors no later than the earlier of
the time it is required to deliver such financial statements by law, the rules
of such an exchange, or such contract or the time specified above with respect
to the applicable period.

         2.9     Preemptive Rights.  To the extent provided under Mexican law
and the Company's Charter, each Shareholder shall have the preemptive right, in
proportion to the number of shares of Capital Stock represented by the Series A
Share Equivalents held by such Shareholder, to subscribe, directly or
indirectly, for the shares of Capital Stock that are issued in case of an
increase in the total issued Capital Stock of the Company.  This right must be
exercised within 15 days following the official publication of the approval of
the shareholders' meeting regarding the increase in Capital Stock, or otherwise
in accordance with the Charter of the Company and applicable law.  To the
extent any Shareholder is precluded from directly owning such newly-issued
shares of Capital Stock, the Shareholders shall cause (a) such shares to be
issued to the CPO Trustee for deposit in the CPO Trust and corresponding CPOs
to be issued to the Shareholder exercising its preemptive right or, (b) at the
election of such Shareholder or in any event if CPOs cannot be issued in
respect of such new shares due to limitations imposed by law, regulation or
governmental order, such shares to be issued to the Controlling Trustee under
the Controlling Trust for deposit in the Controlling Trust and the
corresponding Controlling Trust Interest to be issued to the Shareholder
exercising its preemptive right.  The Shareholders agree that they will waive,
and will instruct the Controlling Trust to waive, their preemptive rights with
respect to any management and director options that are Approved by the Family
Shareholders and the Investors.

         2.10    Equal Treatment in Certain Transactions.  The Family
Shareholders and the Controlling Trust shall take all actions within their
power to prevent (a) the Company from engaging in any merger, recapitalization,
sale, lease, or other Transfer or conveyance of all or substantially all its
property to any other Person, or dissolution in which the Capital Stock owned
directly or indirectly (by means of CPOs, ADSs, Controlling Trust Interests or
otherwise) by the Investors is treated less favorably than the shares owned
directly or indirectly by the Family Shareholders and (b) the Controlling Trust
from engaging in any transaction in which the Capital Stock owned directly or
indirectly (by means of CPOs, ADSs, Controlling Trust Interests or otherwise)
by the Investors is treated less favorably than the shares owned by the Family
Shareholders.  In any such transaction described in the preceding sentence, the
Shareholders shall take all actions necessary to ensure that the rights of the
Investors and the Family Shareholders under this Agreement are preserved.

         2.11    Charter and Controlling Trust Provisions.  The Charter of the
Company has been amended and the Controlling Trust Agreement has been prepared
to the extent necessary or reasonably requested to give effect to the
provisions of this Agreement, and the Shareholders agree to maintain such
amended provisions in effect for the duration of this Agreement.
Notwithstanding Section 2.1(a)(ii)(B) and (C) to the contrary, the number of
directors and their alternates (suplentes) that the Investors have the right to
designate shall not be reduced under such provisions until the





                                      D-22
<PAGE>   100
Charter of the Company has been amended to reduce the size of the board of
directors to the sum of the number of Family Designees and the number of
Investor Designees (after such contemplated reduction) and to require that the
matters on which the Investors have limited voting right under Section 2.7 be
adopted by a number of directors that includes the majority of the Investor
Designees (to which amendment the Investors hereby consent).  In the event of a
conflict between any provision of this Agreement and the Charter of the Company
or the Controlling Trust Agreement, the terms of this Agreement shall be
binding and in full force and effect as between the Shareholders, and the
Shareholders shall use their respective best efforts to seek the enforcement
and interpretation of the Charter and the Controlling Trust Agreement in a
manner consistent with the rights and obligations under this Agreement.  Each
Family Shareholder agrees that, if it acquires any Series A Shares (not in the
form of ADSs or CPOs) in the future, it will deposit such Series A Shares in
the Controlling Trust in exchange for Controlling Trust Interests or interests
in the Family Trust.

         2.12    Spanish Language Programming and Investments.

                 (a)      Chancellor and the Company jointly desire to develop
programming and investment opportunities for the Spanish-language radio market
in the United States and Latin America, with an initial focus on the United
States.  Chancellor and the Company will cooperate with each other to explore
ways to identify and establish mutually beneficial opportunities to develop
programming jointly for the Spanish-language market and explore ways to
identify and make synergistic investments in other companies.  Chancellor and
the Company also intend to explore and identify suitable opportunities for each
to introduce the other to entrepreneurs and businesses that may be useful in
the achievement of each company's business objectives.  Chancellor and the
Company agree that this joint cooperation does not suggest any degree of
exclusive dealings with the other, does not limit the provisions of Section
2.6, and does not require either Chancellor or the Company to take any action
that it does not believe in good faith is desirable or beneficial.

                 (b)      In furtherance of the foregoing, through the first
anniversary of the date of this Agreement, Chancellor will use reasonable
commercial efforts to (i) assist the Company in being granted the opportunity
to co-invest with Chancellor or an Affiliate in an equity investment in Z
Spanish Radio Network Inc. on the same terms and conditions (including price)
as Chancellor (or its Affiliates) invest; and (ii) facilitate discussions
between Z Spanish Radio Network Inc. and the Company regarding the possibility
of integrating Spanish language programming produced by the Company into the Z
Spanish Radio Network Inc. operations.  The Company and the Family Shareholders
acknowledge that there are no assurances that a transaction with Z Spanish
Radio Network Inc. will be consummated or that any particular terms and
conditions regarding the Company's investment or programming arrangements can
be achieved.

         2.13    Inspection and Other Information.  For so long as the
Investors own Acquired SEs equal to or greater than the Tertiary Ownership
Threshold, the Investors, through their authorized representatives, and the
underwriters and other financial advisors designated by the Investors and their
respective authorized representatives, shall have, from time to time upon
reasonable advance notice, (a) full and complete access to the directors,
officers and employees of the Company, and (b) the right, at the expense of the
Investors, (i) to inspect, copy and retain copies of any Company





                                      D-23
<PAGE>   101
books and records, (ii) to cause the Company to provide such financial and
support information or information about its operations in such detail and with
such frequency as the Investors reasonably may request, (iii) to audit the
books and records of the Company, and (iv) to inspect the properties and
physical assets of the Company, in each case so long as such activity does not
impose an unreasonable burden or cost on the Company.

         2.14    Avoidance of Investment Company and PFIC Treatment.  The
Company shall, and the Shareholders shall cause the Company to, use its
commercially reasonable best efforts to take all action necessary to prevent
the Company from becoming either an "investment company" or a "foreign
investment company" as defined in the United States Investment Company Act of
1940 or a "passive foreign investment company" as defined in the Internal
Revenue Code of 1986 of the United States.

         2.15    Annual Business Plan.

                 (a)      A business plan for the Company for [the 1999 fiscal
year] [through the period ending February 28, 1999](1) has been Approved by the
Investors.  No later than December 1 of each fiscal year, the Company shall
prepare and submit to the Investors for their review a draft business plan for
the next fiscal year.  No later than February 1 of the fiscal year to which the
business plan relates and each fiscal year thereafter, the Company shall submit
to the Investors for Approval a proposed definitive business plan for the
fiscal year.  If requested by the Investors, the Company agrees to cause its
officers and directors to meet to discuss the proposed definitive business plan
or any amendments to an Approved Annual Business Plan currently in use.  The
meeting will occur at the offices of the Company in Mexico City, Mexico, or at
such other place as is mutually acceptable to the Company and the Investors,
and at such time as is mutually acceptable (which time, unless the Investors
agree otherwise, shall not be later than seven Business Days before the board
meeting at which a new Annual Business Plan is to be presented to the Company's
board of directors for approval with respect to meetings to discuss a new
business plan and, for any other meeting, which time shall not be later than
five Business Days after a request by the Investors for the meeting.  The term
"Annual Business Plan" shall refer to the business plan [for the fiscal year of
1999] [through the period ending February 28, 1999], and the business plan for
each subsequent fiscal year.  The fiscal year of the Company shall be the
calendar year, unless otherwise Approved by the Company's shareholders in
accordance with the Company's Charter and applicable law, in which case the
foregoing dates shall be modified accordingly.

                 (b)      The Annual Business Plan must present the budget and
business plan of the Company and its Subsidiaries in reasonable detail,
including specific proposed capital expenditures, borrowings, investments,
acquisitions and dispositions, income, expenses, broadcast cash flow, cash
sources and uses, and debt service costs for the next fiscal year, together
with reasonable projections of fees and operating and net capital transaction
cash flow.  The Annual Business Plan will, as separate line items or on an
attached schedule, specify the base compensation and maximum total





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

        (1) If closing occurs before the 1999 budget is adopted, the language 
in the second bracket will be used.  Otherwise, the language in the first 
bracket will be used.

                                      D-24
<PAGE>   102
compensation for the directors and officers of the Company, individually, and
for all employees as a group, including any special compensation arrangements
or incentive programs or plans.  The Annual Business Plan will also present
permitted variances (stated as a percentage or amount) for each item and total.
Any amount not included in such summary or outside the variance stated in such
summary shall not be deemed Approved in connection with the Approval by the
Investors of the Annual Business Plan.  The Annual Business Plan for each
fiscal year beginning with fiscal 1999 will also set forth the "EBITDA Target"
(herein so called) with respect to that fiscal year, to be determined in
accordance with Mexican generally accepted accounting principles.  Such EBITDA
Target shall be used solely for purposes of determining a Triggering Event as
described in Section 4.5 hereof and shall not necessarily be derived from the
line item budget in the Annual Business Plan.  Notwithstanding the foregoing,
neither the EBITDA Target nor the proposed business plan shall include any
contribution (or loss) attributable to the Chancellor Stock the Company holds.

                 (c)      It is also contemplated that certain Company costs
and activities must be continued from year to year whether or not an Annual
Business Plan has been Approved by the Investors.  Accordingly, the proposed
Annual Business Plan for each fiscal year shall also set forth the annual
adjustment percentage, index or formula for each item of the Annual Business
Plan that the Company believes must be continued whether or not an Annual
Business Plan has been Approved.  It is contemplated that the items for which
such an adjustment is provided will be those costs necessary to maintain and
preserve the assets and business of the Company, such as ordinary operating
expenses, insurance, debt service, labor and taxes.  Which items are subject to
annual adjustments when subsequent Annual Business Plans have not been
approved, and the nature of the adjustments, are subject to the mutual
agreement of the Company and the Investors and may vary from one Approved
Annual Business Plan to another for subsequent years.

                 (d)      The Investors agree that an Annual Business Plan may
contain project(s) that require multi-year commitments of the Company if they
are each specifically Approved by the Investors.  If the Investors Approve a
multi-year commitment of capital for a project, the reapproval of the
Investors of such expenditures or commitments shall not be required in
subsequent years, and such commitments and expenditures shall remain Approved
by the Investors for purposes of this Agreement whether or not the Investors
Approve subsequent Annual Business Plans that the Company proposes.
Nevertheless, if there is a material adverse change in the projected financial
performance of a project, the multi-year commitment for such project shall
cease to be Approved by the Investors if it is reasonably practical for the
Company to withdraw from or cease its funding of the project.  Any project with
a multi-year commitment must be so designated in the applicable Annual Business
Plan to qualify for the special continuation of funding or commitment without
the reapproval provisions of this Section 2.15(d) and such designation shall be
a separate document Approved by the Investors that expressly designates the
multi-year commitment.

                 (e)      As soon as practicable after any proposed definitive
Annual Business Plan is submitted to the Investors and in any event no later
than February 28 of the fiscal year to which such plan relates, the Investors
shall Approve or disapprove the proposed definitive Annual Business Plan.  If
the proposed definitive Annual Business Plan is Approved by the Investors, then
the proposed definitive Annual Business Plan shall be deemed thereafter to
constitute the Annual Business Plan for





                                      D-25
<PAGE>   103
the fiscal year in question for all purposes hereof, subject to amendment from
time to time.  If an Annual Business Plan for any fiscal year is not Approved
by the Investors , the Company shall be managed, maintained, supervised and
directed in accordance with the next preceding Approved Annual Business Plan,
but solely with respect to those items specifically identified as being subject
to continuation and, when so specified, adjustment if subsequent Annual
Business Plans have not been adopted.  This interim budget authorization shall
apply until a new Annual Business Plan is Approved by the Investors.

                 (f)      The Company shall have the right from time to time
during each fiscal year to prepare and submit to the Investors for their
Approval proposed amendments to the Annual Business Plan and the EBITDA Target
for such fiscal year.  The Investors shall reject or make such revision thereto
as the Investors may deem necessary and proper, which Approval may be withheld
by the Investors in their sole discretion.  Once Approved by the Investors, or
so revised by the Investors and approved by the Company, such amendments shall
be incorporated into and become part of the Annual Business Plan and the EBITDA
Target, as the case may be, for the fiscal year in question.

         2.16    Implementation of Annual Business Plan by the Company.

                 (a)      The Company will, and the Family Shareholders will
cause the Company to, subject to the provisions of this Agreement (including
Section 2.7) and the availability of cash funds of the Company, use reasonable
efforts to implement the then applicable Annual Business Plan, and, subject to
the provisions of this Agreement (including Section 2.7), the Family
Shareholders shall have all right, power and authority to manage the operations
of the Company through the Controlling Trust and to cause the Company to enter
into agreements and incur obligations in the ordinary course of business and in
a manner consistent with the Approved Annual Business Plan.

                 (b)      The Company shall promptly advise and inform the
Investors and the Family Shareholders of any transaction, notice, event or
proposal about which the Company becomes aware that does or could, in the
reasonable judgment of the Company, significantly affect the Company or any of
its assets, financial condition, business, or prospect, either adversely or
favorably.

         2.17    Assistance.

                 (a)      The Company shall and shall cause any of its
Subsidiaries to (and the Family Shareholders and the Controlling Trust shall
cause the Company and any Subsidiary to) prepare and furnish to the Investors
financial statements, reconciled to United States generally accepted accounting
principles, in such manner and by such date as the Investors reasonably request
(in addition to the financial statements provided for in Section 2.8), if the
inclusion of such financial statement in any offering document being prepared
in connection with any financing by such Investors is required by applicable
law.  If the Investors so request, the Company, its Subsidiaries, the
Controlling Trust and the Family Shareholders shall, and the Family
Shareholders and the Controlling Trust shall cause the Company and its
Subsidiaries to, cooperate, and shall cause the Company's accountants to
cooperate, in all reasonable respects in connection with any financing efforts
of the Investors or their Affiliates (including providing reasonable assistance
in the preparation of one or





                                      D-26
<PAGE>   104
more registration statements or other offering documents relating to debt
and/or equity financing) and any other filings that may be made by the
Investors or their Affiliates with the United States Securities and Exchange
Commission, all at the sole expense of the Investors.  In connection with the
foregoing, the Company shall, and shall cause each of its Subsidiaries to (and
the Family Shareholders and the Controlling Trust shall cause the Company and
its Subsidiaries to), (i) furnish to its independent accountants (or, if
requested by the Investors, to any of the Investors' independent public
accountants), such customary management representation letters as its
accountants may reasonably require of the Company or its Subsidiaries as a
condition to its execution of any required accountants' consents necessary in
connection with the delivery of any "comfort" letters requested by financing
sources of any of the Investors or their Affiliates, and (ii) furnish to the
Investors all financial statements (audited and unaudited) and other
information in the possession of the Company or its Subsidiaries or their
representatives or agents as the Investors shall reasonably determine are
required in connection with such financing.

                 (b)      Each Investor using such information, severally and
not jointly, shall indemnify and hold harmless the Company, the other
Investors, and each Family Shareholder and their respective officers,
directors, and controlling Persons, on demand, against any and all claims,
losses, liabilities, damages, costs, or expenses (including reasonable legal
fees and expenses) that may arise out of or with respect to such Investor's use
of information provided pursuant to the immediately preceding paragraph (a) or,
more generally, the financing efforts by such Investor or such Investor's
Affiliates, including any registration statement, prospectus, offering
documents, and other filings related thereto; provided, however, that subject
to the limitations and provisions of this Agreement, nothing in this Section
2.17 shall prevent the Investors from asserting any claim for breach of
representation or warranty under this Agreement.

         2.18    Investor Liquidity.  After the third anniversary of the date
of this Agreement and upon the Investors' request, the Company, the Family
Shareholders and the Controlling Trust shall use their respective best efforts
in good faith to assist the Investors to achieve liquidity at prevailing market
prices with respect to their ownership of Controlling Trust Interests.  Such
efforts may include assisting the Investors to convert such Controlling Trust
Interests into CPOs, obtaining government approvals to increase the number of
CPOs the Company is permitted to have outstanding, or assisting the Investor
Companies in finding one or more private buyers to purchase the Investors'
Controlling Trust Interests or Series A Shares represented by such Controlling
Trust Interests, subject to the limitations of the Controlling Trust and this
Agreement.  In no event shall this Section 2.18 require the Company or the
Family Shareholders to purchase the Controlling Trust Interests of the
Investors or to surrender rights they otherwise have with respect to the
Company or under this Agreement.

         2.19    Substitution of Special Family Designees and Restricted Family
Designees.

                 (a)      The Family Shareholders will be entitled to replace
Mr. Rafael Felipe de Jesus Aguirre Gomez as a Special Family Designee with
another Person Approved by the Investors in their reasonable discretion.
Messrs. Adrian Aguirre Gomez and Carlos de Jesus Aguirre Gomez shall not be
replaced as Special Family Designees without the Approval of the Investors,
which the Investors





                                      D-27
<PAGE>   105
may withhold in their sole discretion.  Any successor Special Family Designee
may be replaced only on the same terms as that Person's predecessor.

                 (b)      Messrs. Adrian Aguirre Gomez and Carlos de Jesus
Aguirre Gomez shall not be replaced as Restricted Family Designees without the
Approval of the Investors, which the Investors may withhold in their sole
discretion.  Any successor Restricted Family Designee may be replaced only on
the same terms as that Person's predecessor.  Upon due replacement of a
Restricted Family Designee, (i) the replaced Restricted Family Designee shall
be freed from the limitations imposed under this Agreement solely on Restricted
Family Designees, but shall continue to be subject to the obligations and
limitations imposed under this Agreement on Family Shareholders generally; and
(ii) the new Restricted Family Designee shall become subject to the limitations
imposed under this Agreement solely on Restricted Family Designees, in addition
to the limitations imposed on Family Shareholders generally.


                                  ARTICLE III

                             TRANSFER OF SECURITIES

         3.1     Transfer of Series A Share Equivalents.

                 (a)      General.  Subject to prior compliance with Sections
3.1(b) and (c), 3.3 and 3.4 and the provisions of the Registration Rights
Agreement, and subject also to Section 3.2 in the case of any Restricted Family
Designee, any Shareholder may Transfer Series A Share Equivalents held by such
Shareholder in accordance with applicable law; provided, that either (i) the
Shareholder Transferring such Series A Share Equivalents first delivers to the
Company a written agreement of the proposed transferee to become a Shareholder
and be bound by the terms hereof (unless such proposed transferee is already a
Shareholder hereto) or (ii) the Transfer is through the facilities of the
Bolsa, the Mexican intermediate securities market, a United States or foreign
securities exchange, the Nasdaq Stock Market, or an inter-dealer quotation
system (including PORTAL) or a sale that is pursuant to an Offering (in each
case except for a Transfer in a directed sale to an intended transferee or
group of transferees).  If any Family Shareholder desires to make a Transfer
that is not a Permitted Transfer, but believes that the Transfer should not
raise concerns for the Investors about changes of control, concentrations of
voting power, or other matters, then the Family Shareholder  may discuss the
matter fully with the Investor Representative, and the Investors will have the
option to waive the Investors' rights under Sections 3.1(b) and (c).

                 (b)      Right of First Offer.

                          (i)     Before consummating any Transfer of Series A
Share Equivalents other than a Permitted Transfer, the Shareholder desiring to
effect the Transfer (the "Offering Shareholder") will deliver to the Investors
or to the Family Shareholders, as specified below (whether one or more and as
they may allocate among themselves as set forth below, the "Non-Offering
Shareholders"), a written notice (an "Offer Notice") specifying (A) the
aggregate amount of





                                      D-28
<PAGE>   106
consideration (stated as a cash value in U.S. dollars) (the "Offer Price") for
which the Offering Shareholder proposes in good faith to sell the Series A
Share Equivalents to be offered in such Transfer (the "Offered Interest"), (B)
the identity of the purchaser in such Transfer (if then known), (C) the number
and nature of Series A Share Equivalents that constitute the Offered Interest
and whether such amount represents all or part of the Series A Equivalents
owned by the Offering Shareholder, and (D) all other material terms (if known)
of the proposed Transfer.  The Non-Offering Shareholders shall have the right
to elect to purchase from the Offering Shareholder all (but not less than all)
the Offered Interest referred to in the Offer Notice as follows:

                                  (1)      If the Offering Shareholder is a
         Family Shareholder, the Offering Shareholder will deliver an Offer
         Notice to the Investors (through the Investor Representative), and the
         Investors shall have the right for a period of 30 days after the
         delivery of the Offer Notice to purchase all (but not less than all)
         the Offered Interest, which right shall be exercised by each
         exercising Investor's delivering notice of exercise to the Investor
         Representative as soon as practicable (but no later than 25 days after
         the date of the Offer Notice), and the Investor Representative's
         delivering to the Offering Shareholder a written notice of the
         Investors' exercise of the right to purchase the Offered Interest,
         identifying the Non-Offering Shareholders that are exercising their
         right to purchase, stating that such Non-Offering Shareholders are
         willing to purchase all (but not less than all) of the Offered
         Interest in the aggregate subject to the conditions set forth in
         Section 3.1(b)(ii) below, and stating the portion of the Offered
         Interest that each Non-Offering Shareholder will purchase (an
         "Acceptance Notice").  The Investor Representative shall also deliver
         a copy of that notice to all Investors.  If the Offered Interest is an
         interest in the Family Trust, then it will be a requirement of the
         Investors' purchase of the Offered Interest that such Offered Interest
         be withdrawn from the Family Trust, that the Offered Interest be
         deposited with the Controlling Trust, and that the Controlling Trustee
         issue a Controlling Trust Interest to the Investors that elected to
         purchase the Offered Interest equal in value and economic rights to
         the Offered Interest (measured by the number of Series A Shares
         indirectly represented by that Offered Interest).  In this
         circumstance, all references to Offered Interest in the following
         clause (3) and the subsequent clause (ii) will mean such Controlling
         Trust Interest.

                                  (2)      If the Offering Shareholder is an
         Investor, the Offering Shareholder will deliver an Offer Notice to the
         Family Shareholders (through the Family Shareholder Representative),
         and the Family Shareholders shall have the right for a period of 30
         days after the delivery of the Offer Notice to purchase all (but not
         less than all) the Offered Interest, which right shall be exercised by
         each exercising Family Shareholder's delivering notice of exercise to
         the Family Shareholder Representative as soon as practicable (but no
         later than 25 days after the Offer Notice), and the Family Shareholder
         Representative's delivering to the Offering Shareholder a written
         notice of the Family Shareholders' exercise of the right to purchase
         the Offered Interest, identifying the Non-Offering Shareholders that
         are exercising their right to purchase, stating that such Non-Offering
         Shareholders are willing to purchase all (but not less than all) of
         the Offered Interest in the aggregate subject to the conditions set
         forth in Section 3.1(b)(ii), and stating the portion of the Offered
         Interest that





                                      D-29
<PAGE>   107
         each Non-Offering Shareholder will purchase (an "Acceptance Notice").
         The Family Shareholder Representative shall also deliver a copy of
         that notice to all Family Shareholders.

                                  (3)      In either of the preceding clauses
         (1) and (2), any Shareholder that does not duly exercise its right to
         purchase the Offered Interest during the applicable period shall be
         deemed to have waived that right with respect to that proposed
         Transfer.  If there is more than one exercising Non-Offering
         Shareholder (whether one or more, the "Purchasing Shareholders"), each
         Purchasing Shareholder shall participate in the purchase in the same
         proportion that the number of Series A Share Equivalents it owns bears
         to the aggregate number of Series A Share Equivalents owned by all
         Purchasing Shareholders (or on such other basis as the Purchasing
         Shareholders may mutually agree).  Upon delivery of the Acceptance
         Notice, the Acceptance Notice shall become a binding obligation for
         the Purchasing Shareholders to purchase from the Offering Shareholder,
         and for the Offering Shareholder to sell to the Purchasing
         Shareholders, the Offered Interest on the terms and conditions set
         forth in Section 3.1(b)(ii).  Any Investor shall have the right to
         assign its purchase rights under this Section 3.1(b) pursuant to a
         Permitted Transfer or to another Person (in this last case, if the
         Investor reasonably believes it will not receive the necessary
         regulatory approvals based on consultations with the regulatory
         authorities), provided such Person becomes a Party to this Agreement
         as an Investor in connection with the purchase of the Offered
         Interest.  The Offering Shareholder and the Purchasing Shareholders
         shall use their reasonable commercial efforts to obtain all necessary
         government approvals to consummate the purchase and sale of the
         Offered Interest by the Purchasing Shareholders.

                          (ii)    The ROFO Closing.  Unless the Offering
Shareholder and the Purchasing Shareholders agree otherwise, the consummation
of any purchase and sale of the Offered Interest by the Purchasing Shareholders
pursuant to this Section 3.1 (the "ROFO Closing") will occur on the later of
(A) the twentieth Business Day following the delivery of the Acceptance Notice
and (B) the fifth Business Day following the date on which all necessary
regulatory approvals have been received (such date being referred to herein as
the "ROFO Closing Date"), at the principal executive offices of the Company at
10:00 a.m. (local time).  At the ROFO Closing, (1) the Purchasing Shareholders
will deliver to the Offering Shareholder by certified or official bank check or
wire transfer to an account designated by the Offering Shareholder no later
than two Business Days before the ROFO Closing Date an amount in next-day
funds equal to the Offer Price, (2) the Offering Shareholder will deliver one
or more certificates evidencing the Offered Interest, together with such other
duly executed instruments or documents (executed by the Offering Shareholder)
as may be reasonably requested by the Purchasing Shareholders to acquire the
Offered Interest free and clear of any and all Liens, except for Liens created
by federal or state securities law or the Purchasing Shareholders, and (3) the
Offering Shareholder will be deemed to represent and warrant to the Purchasing
Shareholder that, upon the ROFO Closing, the Purchasing Shareholders will
acquire the entire record and beneficial ownership of, and good and valid title
to, the Offered Interest, free and clear of any and all Liens, except for Liens
created by federal and state securities laws or the Purchasing Shareholders.
Each of the Purchasing Shareholders and the Offering Shareholder shall pay
their respective taxes and expenses in connection with the Transfer of the
Offered Interest.  If any Purchasing Shareholder defaults in its obligation to
pay its portion of the Offer Price at the ROFO





                                      D-30
<PAGE>   108
Closing, any non-defaulting Purchasing Shareholder may elect to purchase the
portion of the Offered Interest attributable to the defaulting Purchasing
Shareholder and may elect to delay the ROFO Closing Date by up to five Business
Days (unless the non-defaulting Purchasing Shareholders and the Offering
Shareholder agree to another date), which date shall be considered the ROFO
Closing Date.  At the ROFO Closing Date (giving effect to such delay, if any),
the non-defaulting Purchasing Shareholders giving such notice shall be
obligated to purchase (and the Offering Shareholder shall be obligated to sell)
the portion of the Offered Interest that the defaulting Purchasing Shareholder
was to have purchased and the non-defaulting Purchasing Shareholders shall also
be obligated to purchase (and the Offering Shareholder shall be obligated to
sell) the portion of the Offered Interest they were to have purchased before
the default.  A defaulting Purchasing Shareholder shall not be relieved of
liability for such default to the Offering Shareholder and the non-defaulting
Purchasing Shareholders because of the default of another Purchasing
Shareholder, the Offering Shareholder's sale to a third party under the
following clause (iii), or the sale by non-defaulting Purchasing Shareholders
pursuant to their tag-along rights under Section 3.1(c).  Further, no
defaulting Purchasing Shareholder shall have tag-along rights under Section
3.1(c) with respect to the Transfer on which such Purchasing Shareholder
defaulted.  If any Purchasing Shareholder is denied the necessary governmental
approvals to consummate the purchase and sale of the Offered Interest by final
order, and if at least one Purchasing Shareholder is able to obtain the
necessary governmental approvals, then the Purchasing Shareholders that obtain
the necessary governmental approvals shall purchase the Offered Interest, which
shall be allocated among them as though they were the only Purchasing
Shareholders.  If all Purchasing Shareholders are denied the necessary
governmental approvals, then they shall be released of their obligation to
purchase the Offered Interest without liability to any Party.

                          (iii)   Right to Consummate Transfer.  Subject to the
provisions of Section 3.1(c) below, if no Acceptance Notice relating to the
proposed Transfer is delivered to the Offering Shareholder on or before the
expiration of the ROFO Acceptance Period, or if an Acceptance Notice is so
delivered to the Offering Shareholder but the ROFO Closing fails to occur
because of the default of a Purchasing Shareholder on the ROFO Closing Date and
the failure of non-defaulting Purchasing Shareholders to elect to purchase the
portion of the Offered Interest attributable to the defaulting Purchasing
Shareholder, or because of the failure of any non-defaulting Purchasing
Shareholder to purchase the Offered Interest attributable to it subsequent to
such initial default by another Purchasing Shareholder, or because all
Purchasing Shareholders are denied the necessary governmental approvals, then
the Offering Shareholder may (without affecting its rights, if any, arising out
of such default) consummate the Transfer, but only (A) during the 180 calendar
day period immediately following the date of the Offer Notice (if no Acceptance
Notice was timely delivered to the Offering Shareholder) or the 180 calendar
day period immediately following the ROFO Closing Date, as it may have been
delayed as permitted herein (if an Acceptance Notice was timely delivered to
the Offering Shareholder but a Purchasing Shareholder defaulted at the ROFO
Closing, as delayed for any initial default) and (B) at a price equal to or
greater than the Offer Price.

                 (c)      Tag-Along Rights.  (i) Before consummating any
Transfer and after complying with the provisions of Section 3.1(b) above, the
Offering Shareholders desiring to complete such Transfer (each such Shareholder
being referred to herein as a "Transferor") shall give written notice to each
other Shareholder (each, an "Eligible Shareholder") of the proposed sale (the
"Transferor's





                                      D-31
<PAGE>   109
Notice") at least 50 days prior to the closing of the proposed sale.  The
Transferor's Notice shall specify the proposed transferee, the number and
nature of the Series A Share Equivalents to be sold to such transferee (the
"Offered SEs"), whether such Offered SEs constitute all or fewer than all the
Series A Share Equivalents owned by the Transferor, the amount of consideration
(which may not include consideration other than cash or publicly traded,
readily marketable securities) per share of Capital Stock represented by the
Offered SEs to be received therefor (the "Price"), and the place, date and time
on which the sale is to be completed.  The Transferor's Notice shall constitute
the Transferor's offer (the "Participation Offer") to include in the proposed
sale Series A Share Equivalents that represent the economic interest in respect
of a number of shares of Capital Stock designated by each Eligible Shareholder,
not to exceed the number of shares equal to the product of (A) the aggregate
number of shares of Capital Stock represented by the Offered SEs and (B) a
fraction with a numerator equal to the number of shares of Capital Stock
represented by the Series A Share Equivalents held by such Eligible Shareholder
and a denominator equal to the number of shares of Capital Stock represented by
the aggregate of all Series A Share Equivalents held by the Transferor and all
Eligible Shareholders electing to sell pursuant to this provision; provided
that, if the consideration to be received by the Transferor includes any
securities and the transaction is subject to the Securities Act (and not
registered or exempt from registration pursuant to an exemption from
registration other than a private placement exemption), only Eligible
Shareholders who have certified to the reasonable satisfaction of the
Transferor that they are Accredited Investors (as defined in Regulation D under
the Securities Act) shall be entitled to participate in such Transfer, unless
the transferee consents otherwise.  The Eligible Shareholders shall have the
right to include Series A Share Equivalents in the proposed sale referred to in
the Transferor's Notice.

         If any Eligible Shareholder accepts the Participation Offer (whether
one or more, the "Participating Shareholders"), the Transferor shall reduce to
the extent necessary the amount of Offered SEs it otherwise would have sold in
the proposed sale so as to permit the Participating Shareholders to sell the
amount of Series A Share Equivalents that they are entitled to sell under this
Section 3.1(c)(i), and the Transferor and such Participating Shareholders shall
sell the number of Series A Share Equivalents specified in the Participation
Offer to the proposed transferee in accordance with the terms of such sale set
forth in the Participation Notice.

                          (ii)    The Participation Offer shall be conditioned
upon (A) the Transferor's sale of shares pursuant to the transactions
contemplated in the Transferor's Notice with the transferee named therein, and
(B) each Participating Shareholder's execution and delivery of all agreements
and other documents as the Transferor is required to execute and deliver in
connection with such sale (provided that the Participating Shareholders shall
not be required to make any representations or warranties in connection with
such sale or Transfer other than representations and warranties as to (1) such
Participating Shareholder's ownership of Capital Stock to be sold or
Transferred free and clear of all Liens, (2) such Participating Shareholder's
power and authority to effect such Transfer without the consent or approval of
any other Person and (3) such matters pertaining to compliance with securities
laws as the transferee may reasonably require).

                 (d)      Inapplicability of Sections 3.1(b) and (c) to Certain
Events.  Notwithstanding anything in this Agreement to the contrary, in no
event shall any of the following be subject to the





                                      D-32
<PAGE>   110
terms of Section 3.1(b) or (c): (i) an exchange, reclassification, or other
conversion of shares into any cash, securities, or other property pursuant to a
merger, consolidation, or recapitalization of the Company or Chancellor with,
or a sale or Transfer by the Company of all or substantially all its assets to,
any Person, (ii) any Transfer, except for a Transfer in a directed sale to an
intended transferee or group of transferees, that is through the facilities of
the Bolsa, the Mexican intermediate securities market, a United States or
foreign securities exchange, the Nasdaq Stock Market, or any other securities
exchange, securities market or inter-dealer quotation system (including
PORTAL), (iii) a sale that is pursuant to an Offering other than in a directed
sale to an intended transferee or group of transferees, or (iv) a Permitted
Transfer.

         3.2     Lock-up of Restricted Family Designees.  Notwithstanding the
other provisions of this Article III, each of the Restricted Family Designees
agrees that it will not effect any Transfer of Series A Share Equivalents
(including Permitted Transfers) on or before the third anniversary of the date
of this Agreement unless such Transfer is Approved by the Investors.  If a
Restricted Family Designee becomes subject to proceedings for divorce, the
Restricted Family Designee shall use his or her best efforts to have all shares
of Capital Stock owned by him or her (whether as separate property, community
property, in sociedad conyugal or otherwise) and subject to this Agreement to
be allocated to such Restricted Family Designee as such Restricted Family
Designee's separate property.  The obligations in the two preceding sentences
shall apply only to the Series A Share Equivalents held by the Restricted
Family Designees on the date hereof (after giving effect to the transactions
contemplated in the Acquisition Agreement) and shall not apply to any Series A
Share Equivalents that a Restricted Family Designee acquires hereafter (whether
by purchase, gift, inheritance or otherwise).

         3.3     Transfers in Violation Void.  Any purported Transfer by a
Shareholder that is not permitted by the provisions of this Article III, or
which is in violation of such provisions, shall be void and of no force and
effect whatsoever.

         3.4     Consent to Transfers.  For purposes of any consents required
under the Charter of the Company, the Shareholders hereby irrevocably and
unconditionally consent to any and all Transfers of Series A Share Equivalents
made in compliance with this Agreement, the Registration Rights Agreement and,
if applicable, the Controlling Trust Agreement.

                                   ARTICLE IV

                              MANDATORY REPURCHASE

         4.1     Grant and Exercise.  On and after the occurrence of a
Triggering Event, the Investors (acting through the Investor Representative)
shall then have the right and option to require the Repurchaser to purchase
(the "Mandatory Repurchase Right") in accordance with this Article IV all or
any portion of the Investor's Acquired SEs (together with any Company dividend
received by such Investor with respect to Acquired SEs that was in the form of
additional shares of Capital Stock).  The securities described in the preceding
sentence are referred to herein as the "Repurchase SEs."





                                      D-33
<PAGE>   111
The Investor shall exercise its Mandatory Repurchase Right by means of notice
to the Repurchaser addressed to the Family Shareholder Representative stating
that the Triggering Event has occurred and specifying the amount and nature of
the Repurchase SEs as to which the Mandatory Repurchase Right is then being
exercised (an "Exercise Notice").

         4.2     Repurchase Price.  Upon the Investors' exercise of the
Mandatory Repurchase Right, the purchase price for the Repurchase SEs subject
to such exercise (the "Repurchase Price") shall be calculated as the product of
the Company Market Price times the number of shares of Capital Stock
represented by the Repurchase SEs being purchased.

         4.3     Company Market Price.  For purposes of calculating the
Repurchase Price pursuant to Section 4.2, the term "Company Market Price" shall
mean and shall be calculated as follows:

                 (a)      If as of the date of the relevant Exercise Notice,
shares of Capital Stock (or equivalents in the form of ADRs evidencing ADSs)
are trading on a national securities exchange in the United States or quoted on
the Nasdaq Stock Market or reported on the over-the-counter market by the
National Quotation Bureau, Inc., then the Company Market Price shall be the
average of the following applicable prices for the five consecutive trading
days immediately preceding the date of such Exercise Notice:

                          (i)     The last sales price, regular way of a share
         of Capital Stock (or an ADR evidencing an ADS), or, in case no such
         sale takes place on such day, the average of the closing bid and asked
         price, regular way, of a share of Capital Stock (or an ADR evidencing
         an ADS), in either case as reported in the principal consolidated
         transaction reporting system with respect to securities listed on the
         principal United States national securities exchange on which the
         Capital Stock (or ADRs evidencing ADSs) are listed or admitted to
         trading;

                          (ii)    If clause (i) above is not applicable, then
         the last closing price of a share of Capital Stock (or an ADR
         evidencing an ADS) or, if no such sale takes place on such day, the
         average of the high and low asked prices in the over-the-counter
         market of a share of Capital Stock (or an ADRs evidencing an ADS), as
         reported by Nasdaq Stock Market; or

                          (iii)   If neither clause (i) nor (ii) above is
         applicable, then the mean between the average bid and average asked
         prices of a share of Capital Stock (or an ADR evidencing an ADS) in
         the over-the-counter market as reported by the National Quotation
         Bureau, Inc.

                 (b)      If clause (a) above is not applicable, then the
Company Market Price shall be the average closing price of a share of Capital
Stock as published in the Daily Securities Market Activity of the BMV Bolsa
Mexicana, Capital Market Section, with each such quote converted into dollars
based on the exchange rate quoted by Chase Manhattan Bank, N.A., on each such
day, for the five consecutive trading days immediately preceding the date of
such Exercise Notice.





                                      D-34
<PAGE>   112
                 (c)      If an ADR is used under clause (a) in the
determination of the price of a share of Capital Stock, the calculation will be
made taking into account the number of shares of Capital Stock represented by
the CPOs which are represented by the ADS evidenced by such ADR.

         4.4     Repurchase Closing.

                 (a)      The consummation of the transactions contemplated by
each exercise of the Mandatory Repurchase Right (the "Repurchase Closing")
shall take place on the date (the "Repurchase Closing Date") that is the later
of (i) the date that is the fifth Business Day after the expiration of 45
calendar days, after the date of the relevant Exercise Notice or (ii) the fifth
Business Day following the date on which all necessary regulatory approvals
have been received, or at such earlier date as the Repurchaser and the
Investors shall agree.  The Repurchase Closing shall take place at the
principal executive offices of the Company at 10:00 a.m., local time, on the
Repurchase Closing Date or at such other location and time as the Repurchaser
and the Investors shall agree.  At any time during the time period commencing
as of the date of the relevant Exercise Notice and ending as of the second
Business Day prior to relevant Repurchase Closing Date, by means of notice to
the Investors, the Repurchaser may assign and delegate its obligations to
acquire the relevant Repurchase SEs under this Article IV.  Any such assignment
and delegation by the Repurchaser shall not otherwise affect the rights and
obligations of the Shareholders arising under this Agreement and shall not
release the Repurchaser from the obligation to purchase the Repurchase SEs.

                 (b)      At the Repurchase Closing (i) as may be applicable,
the Investors shall execute and deliver such documents and instruments as may
be necessary to Transfer the Repurchase SEs, and (ii) the Repurchaser (or if
applicable its assignee) shall tender and pay in immediately available funds
the Repurchase Price to the Investors.  At the Repurchase Closing, in
accordance with the above provisions of this Section 4.4(b), the Repurchase SEs
shall be Transferred to the Repurchaser (or if applicable its assignee) free
and clear of all Liens created by, through, or under such Investors, other than
those arising pursuant to the terms of this Agreement.

                 (c)      In addition to the actions described in clause (b)
above, if the Repurchase SEs are comprised of Controlling Trust Interests, then
at the Repurchase Closing, the Investors shall execute and deliver an
instruction to the Trustee in substantially the form of Exhibit B authorizing
the Trustee to evidence on the appropriate registry the Transfer of such
Controlling Trust Interests to the Repurchaser (or if applicable its assignee).

         4.5     Triggering Event.  The term "Triggering Event" shall mean the
failure within 120 days after receipt of written notice from the Investors
(acting through the Investor Representative) requiring the Company to do so of
the Company to replace those members of management that the Investors designate
for removal (acting through the Investor Representative) with new management
personnel appointed by the Company and reasonably acceptable to the Investor.
The Investors shall have the right to give the notice specified in the
preceding sentence at any time after the Company, during any four consecutive
fiscal years commencing with fiscal 1999, achieves less than 90% of the EBITDA
Target stated in the Annual Business Plan in at least two of the fiscal years
and less than 85% of the EBITDA Target stated in the Annual Business Plan in at
least one of the fiscal years.





                                      D-35
<PAGE>   113
         4.6     Multiple Exercises.  The Mandatory Repurchase Right shall be
exercisable by the Investors, from time to time, as provided in this Article IV
upon and after the occurrence of the Triggering Event.  The exercise of the
Mandatory Repurchase Right by the Investor upon or after the occurrence of the
Triggering Event or the failure of the Investor to exercise the Mandatory
Repurchase Right upon or after the occurrence of the Triggering Event shall not
prejudice the right of the Investor to subsequently exercise the Mandatory
Repurchase Right upon or after the occurrence of a subsequent Triggering Event.
The right of the Investors to exercise such Mandatory Repurchase Right with
respect to the occurrence of a Triggering Event shall cease to be exercisable
with respect to any four year period on the date that is nine months and one
day after the 120-period specified in Section 4.5.  In addition, if management
is replaced as contemplated in Section 4.6, then the rolling four-year periods
for the next Triggering Event (if any) shall recommence with the fiscal year
following the last fiscal year that was the basis for the Triggering Event that
resulted in the change in management.

         4.7     Nature of Remedy.  In the event the Repurchaser breaches its
obligation to repurchase pursuant to this Article IV, the Investors shall have
the right, in addition to any other remedies available under this Agreement,
any other Transaction Document, applicable law or otherwise, to require the
Repurchaser to sell all or any part of its Series A Share Equivalents to the
Investors at the Company Market Price (the "Mandatory Call Right").  The
Investors may elect to exercise the Mandatory Call Right at any time after
giving notice to the Family Shareholders and the Company of the Repurchaser's
failure to fulfill its obligations under this Article IV.  Such exercise shall
be by means of written notice to the Repurchaser, and the closing of the
purchase by the Investors of such Series A Share Equivalents shall be at the
place, date and time specified in such notice and otherwise in accordance with
the procedure for the Repurchase Closing set forth in Section 4.4, mutatis
mutandis.

         4.8     Independent Covenants.  Each Family Shareholder and the
Company acknowledge that the covenants of such Shareholders set forth in this
Article IV constitute independent covenants and shall not be affected by the
performance or non-performance of this Agreement or any other Transaction
Document by any Shareholder other than the Shareholder whose breach or actions
gave rise to the Triggering Event.

                                   ARTICLE V

                                  TERMINATION

         5.1     Termination.  The provisions of Articles II and III of this
Agreement shall terminate in respect of all Shareholders when such termination
is Approved by the Investors and Approved by the Family Shareholders.  A Person
who ceases to own beneficially any Series A Share Equivalents shall cease to be
a Shareholder and shall have no further rights under this Agreement except with
respect to the rights that such Person may have hereunder against any other
Shareholder by reason of such Shareholder's prior breach of this Agreement.





                                      D-36
<PAGE>   114
                                   ARTICLE VI

                                    GENERAL

         6.1     Action of Family Shareholders and Investors.  Whenever
specified provisions of this agreement require any action, request,
disapproval, approval, notice, or consent by the Family Shareholders as a group
or the Investors as a group, such actions shall be taken in the same manner and
through the same procedures as actions requiring Approval of the Family
Shareholders or Approval of the Investors, respectively.  The provisions to
which this Section 6.1 applies are Section 2.1 (relating to the designation of
directors, their alternates, and committee members), Section 2.2 (relating to
the designation of members of the Technical Committee and their alternates),
Section 2.3 (relating to the designation of a statutory auditor (comisario),
Section 2.4 (relating to written instructions of the Shareholders), Section 2.7
(relating to the limited corporate rights of the Investors), Section 2.13
(relating to inspection and other information rights of the Investors), Section
2.15 (relating to requests, communications, agreements, approvals and
disapprovals relating to the Annual Business Plan), and Section 2.17 (relating
to requests for information and assistance).  With respect to actions to be
taken by the Majority in Interest of the Investors, the Investors agree not to
enter into any agreements pursuant to which any Investor that holds less than
the Tertiary Ownership Threshold may alone require the Majority in Interest of
the Investors to exercise a right on its behalf.

         6.2     Amendment and Waiver.  Any provision of this Agreement may be
altered, supplemented, amended or waived by the written consent of each of (a)
the Company, (b) the Majority in Interest of the Investors, and (c) either the
Controlling Trust or the Majority in Interest of the Family Shareholders, in
each case if such Shareholder's rights are adversely affected by such
alteration, supplement, amendment, or waiver.  Such alteration, supplement,
amendment, or waiver shall be binding upon all Shareholders.  No failure or
delay by any Shareholder in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.  The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.

         6.3     Assignment.  Provisions of this Agreement that are for the
Shareholders' benefit as the holders of any Series A Share Equivalents are also
for the benefit of, and enforceable by, all subsequent holders of Series A
Share Equivalents (other than Persons acquiring Series A Share Equivalents in
transactions described in Section 3.1(d)(ii) and (iii), but including Persons
acquiring Series A Share Equivalents in a directed sale), except as otherwise
expressly provided herein.  This Agreement shall be binding upon the Company,
each Shareholder and their respective successors and assigns.

         6.4     Notices.  All notices, requests and other communications to
any Shareholder shall be in writing and shall be deemed to have been duly given
when delivered in person or when dispatched by electronic facsimile transfer or
one Business Day after having been dispatched by a internationally recognized
overnight courier service to the appropriate Party at the address specified
below or on the signature pages hereto.





                                      D-37
<PAGE>   115
                 (a)      If to the Company, to:

                                  Grupo Radio Centro, S.A. de C.V.
                                  Constituyentes 1154 (7th Piso)
                                  Col. Lomas Altas
                                  C.P. 11950
                                  Mexico, D.F., Mexico
                                  Facsimile No.: (011) 525-728-4875
                                  Attention:  Adrian Aguirre Gomez

                          with a copy to (which shall not constitute notice for
                          purposes of this Agreement):

                                  Cleary, Gottlieb, Steen & Hamilton
                                  One Liberty Plaza
                                  New York, New York  10006
                                  Facsimile No.: (212) 225-3999
                                  Attention: Leslie N. Silverman

                                  White & Case, S.C.
                                  Torre Optima
                                  Paseo de las Palmas 405 - 5th Piso
                                  Col. Lomas de Chapultepec
                                  11000 Mexico, D.F., Mexico
                                  Facsimile No.: (5) (25) 540-9699
                                  Attention:  Alberto Sepulveda Cosio

                          (b)     If to the Investors, to the Investor
Representative:

                                  Chancellor Media Corporation
                                  433 East Las Colinas Boulevard
                                  Irving, Texas  75039
                                  Facsimile No.: (972) 869-8095
                                  Attention: Eric C. Neuman

                          with a copy to (which shall not constitute notice for
                          purposes of this Agreement):

                                  Vinson & Elkins L.L.P.
                                  3800 Trammell Crow Center
                                  2001 Ross Avenue
                                  Dallas, Texas 75201
                                  Facsimile No.: (214) 220-7716
                                  Attention: Robert L. Kimball





                                      D-38
<PAGE>   116
                 (c)      If to the Family Shareholders, to each of the Family
Shareholder Representatives:

                                  Carlos de Jesus Aguirre Gomez
                                  Grupo Radio Centro, S.A. de C.V.
                                  Constituyentes 1154 (7th Piso)
                                  Col. Lomas Altas
                                  C.P. 11950
                                  Mexico, D.F., Mexico
                                  Facsimile No.: (011) 525-728-4875

                                  Rafael Felipe de Jesus Aguirre Gomez
                                  Boulevard Kukulcan Km.2
                                  Condominio Las Quintas
                                  Casa 4
                                  C.P.  77500
                                  Mexico, Cancun, Quintana Roo
                                  Facsimile No.: (011) 529-883-2844

                          with a copy to (which shall not constitute notice for
                          purposes of this Agreement):

                                  Cleary, Gottlieb, Steen & Hamilton
                                  One Liberty Plaza
                                  New York, New York  10006
                                  Facsimile No.: (212) 225-3999
                                  Attention: Leslie N. Silverman

                                  White & Case, S.C.
                                  Torre Optima
                                  Paseo de las Palmas 405 - 5th Piso
                                  Col. Lomas de Chapultepec
                                  11000 Mexico, D.F., Mexico
                                  Facsimile No.: (5) (25) 540-9699
                                  Attention:  Alberto Sepulveda Cosio

or to such other address or addresses and facsimile number as any such Party
may from time to time designate as to itself by like notice.

         6.5     Counterparts.  This Agreement may be executed in two or more
counterparts, and each  counterpart shall be deemed to be an original and which
counterparts together shall constitute one and the same agreement of the
Parties hereto.





                                      D-39
<PAGE>   117
         6.6     Section Headings.  Headings contained in this Agreement are
inserted only as a matter of convenience and in no way define, limit, or extend
the scope or intent of this Agreement or any provisions hereof.

         6.7     Governing Law.   Except for matters of corporate governance
required by the laws of Mexico to be controlled by the laws of Mexico, which
matters shall be governed by and construed in accordance with the laws of
Mexico, this Agreement shall be governed by and construed in accordance with
the laws of the State of New York, United States.

         6.8     Arbitration.

                 (a)      Any dispute, controversy or claim arising out of,
relating to or in connection with this Agreement, including any question
regarding its existence, validity or termination, or regarding a breach thereof
(hereafter, "dispute") shall be submitted to two senior management
representatives of the Investors on the one hand and the Family Shareholders on
the other to attempt to reach an amicable resolution.  A Party wishing to
initiate consideration of a dispute by senior management hereunder shall give
written notice to the other Parties hereto of the existence of such dispute and
of the Party's desire to have senior management consider the dispute.  Such
notice shall set forth a brief description of the nature of the dispute to be
considered.

                 (b)      If a dispute is not settled within 15 days after the
notice is given to the other Parties seeking senior management consideration of
a dispute, then the dispute shall be finally settled by international
arbitration under and in accordance with the Rules of Conciliation and
Arbitration of the International Chamber of Commerce, Paris, France, in effect
on the date of this Agreement (the "Rules").  A Party wishing to submit a
dispute to arbitration shall give written notice to such effect to the other
Parties hereto and to the International Chamber of Commerce International Court
of Arbitration (the "ICC Court").  The Parties shall have 30 calendar days from
another Party's notice of such a request for arbitration to designate the
arbitrators for the dispute.

                 (c)      Each of the Family Shareholder Representative and the
Investor Representative shall designate one arbitrator, and the two designated
arbitrators shall in turn choose a third arbitrator, who shall also be the
chairman of the panel.  The ICC Court shall confirm the appointment of the
third arbitrator.  If one of the two Parties appoints an arbitrator but the
other Party fails to nominate its arbitrator within the 30-day period specified
in Section 6.8(b), then the appointment of the second arbitrator shall be made
by the ICC court upon the request of the other Party; and if the appointed
arbitrators shall fail to appoint the third arbitrator within 30 calendar days
after the date of appointment of the most recently appointed arbitrator, the
third arbitrator shall be appointed by the ICC Court upon the request of either
Party.

                 (d)      The arbitrators shall be legal practitioners having
at least 10 years' experience in international commercial legal matters in the
20 years immediately preceding commencement of the arbitration.  In addition,
the chairperson of the panel shall have at least 10 years' experience in
practice under the laws of the State of New York.  The arbitration shall be
conducted under and in accordance with the Rules, which Rules are deemed to be
incorporated by reference to this clause.





                                      D-40
<PAGE>   118
The site of the arbitration shall be New York, New York, any award shall be
deemed to have been made there, and the language to be used in the arbitration
proceedings shall be the English language.  All direct testimony shall be
submitted by sworn affidavit or written question and answer; reasonable
discovery shall be permitted but shall be limited in all cases to requests for
documentation.  The decision of the arbitrators shall be rendered within 90
calendar days from the appointment of the last arbitrator, and shall be final
and binding upon all Parties.  Any award shall be in writing in the English
language and state the reasons and contain reference to the legal grounds upon
which it is based.  The award may be made public only with the written consent
of all parties to the arbitration, provided, however that any ruling or award,
final or otherwise, may be cited in any subsequent dispute.  The arbitrators
shall neither have nor exercise any power to act as amicable compositeur or
decide ex aequo et bono; or to award special, exemplary, indirect,
consequential or punitive damages.  The costs of the arbitration shall be fixed
in accordance with Article 20 of the Rules.

                 (e)      Notwithstanding anything in this Agreement to the
contrary, the Company and the Family Shareholders agree not to challenge in
arbitration, court or otherwise the exercise by the Investor of any contractual
right created by this Agreement which, by the terms of this Agreement, may be
exercised by the Investor in its sole discretion.  Such rights include the
exercise by the Investor of its limited corporate rights specified in Section
2.7 and its rights under Article IV.

         6.9     Waiver of Immunity.  To the extent that any Shareholder has or
hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service or notice, attachment prior to judgment,
attachment in aid or execution, or otherwise) with respect to itself or its
property, such Shareholder hereby irrevocably waives such immunity in respect
of its obligations under any of this Agreement to the extent permitted by
applicable law and, without limiting the generality of the foregoing, agrees
that the waivers set forth in this Section 6.9 shall have effect to the fullest
extent permitted under the Foreign Sovereign Immunities Act of 1976 of the
United States and are intended to be irrevocable for purposes of such Act.

         6.10    Confidentiality.  The Shareholders shall, and shall cause
their respective officers, directors, employees, and agents and the
subsidiaries and Affiliates of the Shareholders and their respective officers,
directors, employees, and agents, to hold confidential and not use in any
manner detrimental to the Company all information they may have or obtain
concerning the Company and its assets, Business, operations, or prospects, as
well as the terms of the Acquisition Agreement, this Agreement, any other
Transaction Document, any Offer Notice or Participation Notice and the
documents and transactions contemplated thereby; provided, however, that the
foregoing shall not apply to (a) information that is or becomes generally
available to the public other than as a result of a disclosure by a Shareholder
or any of its employees, agents, accountants, legal counsel, or other
representatives, (b) information that is or becomes available to a Shareholder
or any of its employees, agents, accountants, legal counsel, or other
representatives on a nonconfidential basis prior to its disclosure by the
Company or its employees, agents, accountants, legal counsel, or other
representatives, and (c) information that is required to be disclosed by a
Shareholder or any of its employees, agents, accountants, legal counsel, or
other representatives as a result of any applicable law, rule, or regulation of
any governmental authority or stock exchange.





                                      D-41
<PAGE>   119
         6.11    Dollars.

                 (a)      Except as otherwise expressly provided or
contemplated herein, all sums expressed herein or to be paid hereunder shall be
calculated or paid, as applicable, in United States dollars.  If for purposes
of this Agreement or for the purpose of obtaining judgment in any court it is
necessary to convert any currency into United States dollars, then the
Shareholders hereto agree, to the fullest extent that they may legally and
effectively do so, that the rate of exchange used for such conversion shall be
that published or announced by Chase Manhattan Bank, N.A. in New York, New
York, United States, on the Business Day immediately preceding the day on which
such calculation is to be made or such judgment is final.

                 (b)      The obligations of the Company and the Family
Shareholders in respect of any sums due from it to the Investors hereunder
shall, notwithstanding any judgment in a currency other than United States
dollars, be discharged only to the extent that, on the Business Day next
succeeding receipt by such Investor Company (or Person) of any sum adjudged to
be so due in the judgment currency, such Investor Company (or Person) may, in
accordance with normal banking procedures, purchase United States dollars with
the judgment currency.  If the United States dollars so purchased (less all
exchange fees and related charges) are less than the sum originally due to such
Investor Company (or Person) in United States dollars, the Company and the
Family Shareholders agree, as a separate obligation and notwithstanding any
such judgment, to indemnify such Investor Company (or Person) against such
loss; and if the United States dollars so purchased exceed the sum originally
due to such Investor Company (or Person) in dollars, such Investor Company
shall (or shall cause such Person to) remit such excess to the Company or the
Family Shareholders.

         6.12    Cooperation on Costs.  In connection with any Transfer of
Series A Share Equivalents pursuant to Section 3.1 or Article IV, the Parties
will take any commercially reasonable actions that the participants to the
Transfer reasonably request in compliance with all applicable law and good
business practice to implement the Transfer in a cost-efficient and tax
efficient manner.

         6.13    English Language.  In the construction and interpretation of
the terms and provisions of this Agreement, the English language version of
this Agreement shall be the official version of this Agreement and any version
of this Agreement that has been translated into another language shall have no
force and effect except for purposes of enforcing this Agreement in a court of
law that requires that the Agreement be presented in another language.

         6.14    Entire Agreement.  This Agreement, the Acquisition Agreement,
the other Transaction Documents, and that Further Assurances Agreement dated as
of July 9, 1998, between the Investor Companies and each of the Family
Shareholders (together with the Exhibits and Schedules hereto and thereto)
contain the entire understanding of the Parties hereto respecting the subject
matter hereof and supersede all prior agreements, discussions and
understandings with respect thereto.

         6.15    Cumulative Rights.  The rights of each of the Shareholders
under this Agreement are cumulative and in addition to all similar and other
rights of the Shareholders under other agreements.





                                      D-42
<PAGE>   120
         6.16    Severability. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable under any present or future law, and if the
rights or obligations of the Shareholders under this Agreement shall not be
materially and adversely affected thereby (a) such provision shall be fully
severable, (b) this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provision had never comprised a part hereof,
(c) the remaining provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance herefrom, and (d) in lieu of such illegal,
invalid, or unenforceable provision, there shall be added automatically as a
part of this Agreement a legal, valid, and enforceable provision as similar in
terms to such illegal, invalid, or unenforceable provision as may be possible.

         6.17    Appointment of Family Shareholder Representative.   By the
execution and delivery of this Agreement, each Family Shareholder hereby
irrevocably constitutes and appoints Carlos de Jesus Aguirre Gomez and Rafael
Felipe de Jesus Aguirre Gomez as the true and lawful agents and
attorneys-in-fact (together, the "Family Shareholder Representative") of such
Family Shareholder with full power of substitution to act in the name, place
and stead of such Family Shareholder solely with respect to the power to
receive and deliver notices on behalf of the Family Shareholders, including any
Acceptance Notice, Offer Notice, Participation Notice, or Exercise Notice, in
accordance with the terms of this Agreement.

         The Investors may conclusively and absolutely rely, without inquiry,
upon any action of the Family Shareholder Representative as the action of each
Family Shareholder in all matters referred to herein, and each such Family
Shareholder hereby ratifies and confirms all that the Family Shareholder
Representative shall do or cause to be done by virtue of his appointment as
Family Shareholder Representative.  All actions by the Family Shareholder
Representative are acknowledged by the Parties hereto to be taken by him solely
as agent and attorney-in-fact for each Family Shareholder.  By his execution of
this Agreement, Aguirre has accepted his appointment as Family Shareholder
Representative and in consideration for Aguirre's agreement to act as the
Family Shareholder Representative, each Family Shareholder hereby agrees to
indemnify and hold Aguirre harmless from and against all damages, losses,
liabilities, charges, penalties, costs and expenses (including court costs and
attorneys' fees and expenses, if any) incurred by him in connection with his
performance as Family Shareholder Representative.  Each Family Shareholder
covenants and agrees that he or she will not voluntarily revoke the power of
attorney conferred in this Section 6.17.  If any Family Shareholder dies or
becomes incapacitated, disabled or incompetent (such deceased, incapacitated,
disabled or incompetent Family Shareholder being a "Former Family
Shareholder"), the heirs, beneficiaries, estate, administrator, executor,
guardian, conservator or other legal representative of such Former Family
Shareholder (each a "Successor Family Shareholder") shall reconfirm the agency
and power of attorney conferred by this Section 6.17 or shall execute and
deliver such other certificates, documents or instruments (including, without
limitation, any amendments hereto) that would have been delivered on its behalf
by the Family Shareholder Representative had such Successor Family Shareholder
reconfirmed the agency and power of attorney conferred by this Section 6.17.
If at any time Aguirre dies or resigns from his position as the Family
Shareholder Representative, the other Family Shareholders shall designate a
successor to Aguirre as soon as practicable.





                                      D-43
<PAGE>   121
         Each Family Shareholder hereby covenants and agrees with the Investors
that he, she or it will execute a separate power of attorney before a Mexican
notary public granting the Family Shareholder Representative the authority to
act on such Family Shareholder's behalf to an extent which is identical to that
described in this Section 6.17, and shall deliver such power of attorney to the
Investors simultaneously with the execution of this Agreement.

         6.18    Best Efforts.  Each of the Family Shareholders shall, and
shall cause their Affiliates to, take all actions within such Person's power to
perform fully each of its covenants in this Agreement and to cause the Family
Trust, the Controlling Trust, and the Company to perform fully each of the
covenants made by it in this Agreement and to effect the transactions
contemplated in this Agreement, including giving all requisite instructions,
voting and causing all attorneys-in-fact to vote all interests or securities in
favor of the transactions, causing their representatives on the Technical
Committee and the Family Shareholder Designees to vote in favor of the
transactions, and giving instructions for the Family Trust and the Controlling
Trust to effect the actions required of them pursuant to this Agreement; it
being understood that a Family Shareholder shall not be liable as such under
this covenant for any actions or failures to act by the Company except to the
extent elsewhere in this Agreement such Family Shareholder has expressly agreed
to cause the Company not to, or to, take such action.

         6.19    Specific Performance.  The Shareholders and the Company
recognize that the obligations imposed on them in this Agreement are special,
unique and of extraordinary character, and that in the event of breach by any
Party, monetary damages alone will be an insufficient remedy.  It is therefore
agreed that the Shareholders and the Company shall be entitled, in addition to
any other remedies that may be available, including money damages, to obtain
specific performance of the terms of this Agreement and injunctive relief (in
addition to damages) as a remedy for the enforcement hereof, without proving
damages.  In the event of  any action to enforce this Agreement specifically,
the Company and the Family Shareholders hereby waive the defense that there is
an adequate remedy at law.

         IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by Chancellor, the Company and the Shareholders or the duly
authorized officers of each of the Shareholders, as appropriate, effective as
of the date first written above.





                                      D-44
<PAGE>   122





                                   EXHIBIT F

                         REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
and effective as of ___________, 1998, by and among GRUPO RADIO CENTRO, S.A. DE
C.V., a corporation organized under the laws of the United Mexican States (the
"Company"); CHANCELLOR MEXICO LLC, a Delaware limited liability company
(together with its permitted Affiliates, successors and assigns, the
"Investor"); __________, as trustee (the "Controlling Trustee"), of trust
number ___________ dated ___________, ____ (as amended from time to time, the
"Controlling Trust") established by the Family Trust and the Investor; and
BANCOMER, S.A., Institucion de Banca Mcltiple, member of Grupo Financiero
Bancomer, Fiduciary Division, acting as trustee (the "Family Trustee") of trust
number F/29307-6 dated June 3, 1998, established by the Family Shareholders
(the "Family Trust").  The Investor and the Controlling Trust are hereinafter
collectively referred to as the "Shareholders."  The Company, the Investor and
the Controlling Trust are hereinafter referred to individually as a "Party" and
collectively as the "Parties."  This Agreement is entered into as a material
part of the consideration under, and pursuant to the terms of, a Stock Purchase
and Merger Agreement dated as of July 9, 1998, among Chancellor Media
Corporation, a Delaware corporation, the Investor, Newco, a corporation
organized under the laws of the United Mexican States and an indirect,
wholly-owned subsidiary of Chancellor, the Company and the Selling Shareholders
named therein (including any amendments thereto, the "Acquisition Agreement").

                                   RECITALS:

         A.      The Company has authorized and outstanding capital stock as of
the date hereof consisting of 318,762,992 Series A Shares of Common Stock,
without par value (the "Series A Shares"), which constitute all of the issued
and outstanding shares of capital stock of the Company.

         B.      All of the issued and outstanding Series A Shares are subject
to either (i) the Controlling Trust or (ii) the CPO Trust, pursuant to which
ordinary participation certificates ("CPOs"), each representing a financial
interest in one Series A Share, have been issued.

         C.      The Company, Citibank, N.A., as depositary, and holders and
beneficial owners of American Depositary Receipts ("ADRs") representing
American Depositary Shares ("ADSs") have entered into a Deposit Agreement dated
as of June 30, 1993, providing for the issuance of ADRs evidencing ADSs, each
of which in turn represents nine CPOs.

         D.      The ADSs are listed on The New York Stock Exchange, and the
CPOs are listed on the Bolsa Mexicana de Valores, S.A. de C.V.

         E.      Pursuant to the terms and conditions of the Acquisition
Agreement, the Investor  has acquired 10,737,783 ADSs (representing 96,640,048
CPOs) and a 74.27% beneficial interest in the Controlling Trust (representing
62,741,448 Series A Shares attributable to the beneficial interest of the
Investor).
<PAGE>   123
         F.      The Company, the Controlling Trust and the Family Trust desire
to grant to the Investor certain demand and piggyback registration rights with
respect to the securities of the Company now owned (directly or beneficially)
or hereafter acquired (directly or beneficially) by the Investor.

                                  AGREEMENTS:

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

                                   ARTICLE I

                              GENERAL PROVISIONS;
                         REPRESENTATIONS AND WARRANTIES

         1.1     Certain Terms.  Each capitalized term used and not otherwise 
defined in this Agreement shall have the meaning given such term in the
Acquisition Agreement.  In addition to the terms defined elsewhere herein, when
used herein the following terms shall have the meanings indicated:

         "Acquisition Agreement" has the meaning set forth in the initial
paragraph of this Agreement.

         "ADRs" has the meaning given that term in paragraph C of the Recitals
to this Agreement.

         "ADSs" has the meaning given that term in paragraph C of the Recitals
to this Agreement.

         "Affiliate" of a Person means (i) in all cases, any Person
controlling, controlled by, or under common control with, such Person and (ii)
in the case of the Investor, "Affiliate" also means any officer or employee of
Chancellor or any of its Affiliates (as defined in the preceding clause (i).

         "Agreement" has the meaning set forth in the initial paragraph of this
Agreement.

         "beneficial" ownership or "beneficially" owned, with respect to the
CPOs, ADSs and Series A Shares or any other shares of the Company, shall have
the same meaning as in Rule 13d-3 under the Exchange Act.

         "Bolsa" means the Mexican Stock Exchange (Bolsa Mexicana de Valores,
S.A. de C.V.) or any successor stock exchange.

         "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City, New York, United States, or Mexico
City, D.F., Mexico, are authorized by law to close.




                                     F-2
<PAGE>   124
         "Capital Stock" means the collective reference to Series A Shares, any
Series A Share Equivalents, and any other series of capital stock or
equivalents thereof issued from time to time by the Company.

         "Closing Date" means the closing date of the Acquisition Agreement.

         "CNBV" means the Mexican National Banking and Securities Commission
(Comision Nacional Bancaria y de Valores) or any other governmental agency of
Mexico administering the securities laws of Mexico.

         "Company" has the meaning set forth in the initial paragraph of this
Agreement.

         "Controlling Trust" has the meaning set forth in the initial paragraph
of this Agreement.

         "CPOs" has the meaning given that term in paragraph B of the Recitals
to this Agreement.

         "CPO Trust" has the meaning given that term in paragraph B of the
Recitals to this Agreement.

         "Demand Offering" means, as specified by the Requesting Investors, (a)
a Registered Offering, (b) a Rule 144A Offering, (c) a Regulation S Offering,
(d) a Mexico Offering, or (e) any combination of two or more of the foregoing
offerings.

         "Demand Request" has the meaning set forth in Section 2.2(a) of this
Agreement.

         "Exchange Act" means the United States Securities Exchange Act of 1934
or any successor federal statute of the United States, and the rules and
regulations of the SEC thereunder, all as the same shall be in effect from time
to time.

         "Fully-Diluted Series A Shares" means, at any time, the then
outstanding Series A Shares of the Company plus (without duplication) all
Series A Shares issuable, whether at such time or upon the passage of time or
the occurrence of future events, upon the exercise, conversion or exchange of
all then-outstanding Series A Share Equivalents.

         "Indemnified Party" has the meaning set forth in Section 2.8(c) of
this Agreement.

         "Indemnifying Party" has the meaning set forth in Section 2.8(c) of
this Agreement.

         "Inspectors" has the meaning set forth in Section 2.5(j) of this
Agreement.

         "Investor Representative" means Chancellor.

         "Investor" has the meaning given that term in the initial paragraph of
this Agreement and includes their Affiliates, successors and assigns so long as
such Person holds Registrable Securities.





                                     F-3
<PAGE>   125
         "Majority Requesting Investors" has the meaning set forth in Section
2.2(c) of this Agreement.

         "Material Adverse Effect" has the meaning set forth in Section 2.2(d)
of this Agreement.

         "Mexico" means the United Mexican States.

         "Mexico Offering" means a firm commitment underwritten public offering
of Registrable Securities in Mexico that is authorized by the CNBV, which
offering may include a tranche or tranches offered outside Mexico, upon
completion of which such Registrable Securities will be listed on the Bolsa.

         "New York Courts" has the meaning set forth in Section 4.7(a) of this
Agreement.

         "Offering" means a Demand Offering, a Piggyback Offering or a Shelf
Offering.

         "Party" and "Parties" have the meanings given those terms in the
initial paragraph of this Agreement.

         "Person" means any natural person, corporation, limited liability
company, limited partnership, general partnership, joint stock company, joint
venture, association, company, trust, bank trust company, land trust, business
trust, or other organization, whether or not a legal entity, and any government
or agency or political subdivision thereof.

         "Pesos" means the legal currency in Mexico.

         "Piggyback Offering" means (a) an offering pursuant to a registration
statement under the Securities Act of any equity securities (including American
Depositary Shares or Receipts for such securities) by the Company for its own
account or for the account of any of its equity investors (other than a
registration statement on Form S-4, F-4 or S-8 or any substitute form that may
be adopted by the SEC or any registration statement filed in connection with an
exchange offer or offering of securities solely to the Company's existing
security holders), (b) an offering pursuant to an offering circular or offering
memorandum of any equity securities (including American Depositary Shares or
Receipts for such securities) by the Company for its own account or for the
account of any of its equity holders for resale pursuant to Rule 144A (whether
or not such offering also includes a tranche offered outside the United States
pursuant to Regulation S or a tranche offered to institutional accredited
investors as defined in Regulation D) or pursuant to a Regulation S Offering
(whether or not such offering includes a tranche offered inside the United
States pursuant to Rule 144A or a tranche offered to institutional accredited
investors as defined in Regulation D), (c) a public offering in Mexico pursuant
to authorization of the CNBV after formal request therefor of any equity
securities (including CPOs or other ordinary participation certificates) by the
Company for its own account or for the account of any of its equity holders, or
(d) any other offering outside Mexico by the Company for its own account or for
the account of any of its equity holders that results in any equity securities
of the Company being listed, quoted or otherwise traded on a securities
exchange or in an organized securities market or inter-dealer quotation system.




                                     F-4
<PAGE>   126
         "Piggyback Securities" has the meaning set forth in Section 2.3(a) of
this Agreement.

         "PORTAL" means the National Association of Security Dealers' Private
Offerings, Resales and Trading through Automated Linkages system.

         "Process Agent" has the meaning set forth in Section 4.7(b) of this
Agreement.

         "qualified institutional buyer" has the meaning given that term in
Rule 144A.

         "Records" has the meaning set forth in Section 2.5(j) of this
Agreement.

         "Registered Offering" means (a) a public offering of the Registrable
Securities (including American Depositary Shares or Receipts for such
securities) in the United States that is registered on a registration statement
filed with the SEC and declared effective under the Securities Act, which
offering may be underwritten on a firm commitment basis, sold by Underwriters
on an agency, best efforts or reasonable efforts basis, or not involve
Underwriters and which offering may include a tranche offered outside the
United States either pursuant to that registration statement or in reliance on
Regulation S under the Securities Act, upon completion of which such
Registrable Securities (or American Depositary Shares or Receipts for such
Registrable Securities) will be listed on a United States national securities
exchange or on the Nasdaq Stock Market, or (b) a Shelf Offering.

         "Registrable Securities" means (a) with respect to the Investor, the
CPOs, ADSs, ADRs, and Series A Shares directly or indirectly acquired pursuant
to the terms of the Acquisition Agreement, any other shares of Capital Stock
hereafter acquired by the Investor, any other shares of Capital Stock into
which such shares may be converted or exchanged in order to facilitate a public
offering of securities held by the Investor, any ordinary participation
certificates, depositary shares or depositary receipts, including but not
limited to, American Depositary Shares and Receipts and ordinary or other
participation certificates, representing interests in any such Capital Stock,
and any such securities represented by the Investor's beneficial interest in
the Controlling Trust now or hereafter acquired by exchange or otherwise, and
(b) includes any other securities issued or issuable with respect to such
shares of Capital Stock and other securities by way of a stock dividend, stock
distribution, or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation, reorganization or spin-off; provided,
that a Registrable Security will cease to be a Registrable Security when (x) a
registration statement covering such Registrable Security has been declared
effective by the SEC and the Registrable Security has been disposed of pursuant
to the effective registration statement, (y) the Registrable Security is sold
on the Bolsa or on any U.S. national securities exchange on which any Capital
Stock is then listed, or (z) the Registrable Security is sold through the
Nasdaq Stock Market or on any securities exchange outside the United States on
which the Capital Stock is then listed or quoted.

         "Regulation D" means Regulation D under the Securities Act, as amended
from time to time.

         "Regulation S" means Regulation S under the Securities Act, as amended
from time to time.

         "Regulation S Offering" means an offering of Registrable Securities
outside the United States and Mexico that satisfies the provisions of
Regulation S, which offering may be underwritten on a





                                     F-5
<PAGE>   127
firm commitment basis, sold by Underwriters on an agency, best efforts or
reasonable efforts basis, or not involve Underwriters, and which offering may
include a tranche or tranches offered in Mexico or the United States, or both,
upon completion of which such Registrable Securities will be listed on a
securities exchange or otherwise quoted in an organized securities market or
inter-dealer quotation system.

         "Requesting Investors" has the meaning set forth in Section 2.2(e) of
this Agreement.

         "Required Commencement Date" has the meaning set forth in Section 2.1
of this Agreement.

         "Rule 144A" means Rule 144A under the Securities Act, as amended from
time to time.

         "Rule 144A Offering" means the offering involving a purchase from the
Requesting Investors in reliance on private placement exemptions under the
Securities Act and the resale of the Registrable Securities (including American
Depositary Shares or Receipts for such securities) by the initial purchasers in
reliance on Rule 144A, which offering may be purchased on a firm commitment
basis, sold by Underwriters on an agency, best efforts or reasonable efforts
basis, or not involve Underwriters, and which offering may include a tranche
offered outside the United States in reliance on Regulation S or a tranche
offered to institutional accredited investors as defined in Regulation D.

         "SEC" means the United States Securities and Exchange Commission or
any other federal agency of the United States then administering the Securities
Act and other federal securities laws of the United States.

         "Securities Act" means the United States Securities Act of 1933 or any
successor federal statute of the United States, and the rules and regulations
of the SEC thereunder, all as they shall be in effect from time to time.

         "Series A Share Equivalents" means (without duplication with any other
Series A Shares or Series A Share Equivalents) rights, warrants, options,
convertible securities, or exchangeable securities or indebtedness, or other
rights, exercisable for or convertible or exchangeable into, or representing a
financial interest in, directly or indirectly, Series A Shares or securities
convertible or exchangeable into Series A Shares, whether at the time of
issuance or upon the passage of time or the occurrence of some future event.

         "Series A Shares" has the meaning given that term in paragraph A of
the Recitals to this Agreement.

         "Shareholders" has the meaning set forth in the initial paragraph of
this Agreement and  and includes their successors and assigns.

         "Shareholders' Agreement" means the Shareholders' Agreement dated as
of the date of this Agreement and signed by the Chancellor, the Investor, the
Company, the Family Trust, the Controlling Trust and the Family Shareholders,
as it may be amended from time to time.




                                     F-6
<PAGE>   128
         "Shelf Offering" means a public offering of the resale from time to
time by the Investor of Registrable Securities (including American Depositary
Shares or Receipts for such securities) in the United States pursuant to Rule
415 under the Securities Act that is registered on a registration statement
filed with the SEC and declared effective under the Securities Act.

         "Tax Exemption" means a complete exemption from, or reduction to, the
Mexican tax otherwise imposed on capital gains under the tax laws of Mexico.

         "Underwriter" means a securities dealer that purchases any Registrable
Securities as principal and not as part of such dealer's market-making
activities, or that acts as agent with respect to the sale of any Registrable
Securities, whether in a Demand Offering or a Piggyback Offering.

         "United States" means the United States of America.


         1.2     References and Titles.  All references in this Agreement to
Exhibits, Schedules, Recitals, Articles, Sections, subsections and other
subdivisions refer to the corresponding Exhibits, Schedules, Recitals,
Articles, Sections, subsections and other subdivisions of this Agreement unless
expressly provided otherwise.  Titles appearing at the beginning of any
Articles, Sections, subsections or other subdivisions of this Agreement are for
convenience only, do not constitute any part of such Articles, Sections,
subsections or other subdivisions, and shall be disregarded in construing the
language contained therein.  The words "this Agreement," "herein," "hereby,"
"hereunder" and "hereof," and words of similar import, refer to this Agreement
as a whole and not to any particular subdivision unless expressly so limited.
The words "this Section" and "this subsection," and words of similar import,
refer only to the Sections or subsections hereof in which such words appear.
The word "or" is not exclusive, and the word "including" (in its various forms)
means "including without limitation."  Pronouns in masculine, feminine or
neuter genders shall be construed to state and include any other gender, and
words, terms and titles (including terms defined herein) in the singular form
shall be construed to include the plural and vice versa, unless the context
otherwise expressly requires.


         1.3     Representations and Warranties.


                 (a)      The Company hereby represents and warrants to the
Investor that:

                          (i)     the Company has full power and authority to
         execute, deliver and perform this Agreement and to complete the
         transactions contemplated hereby, and the execution, delivery and
         performance by the Company of this Agreement and the completion by it
         of the transactions contemplated hereby have been duly authorized by
         all necessary corporate action;

                          (ii)    this Agreement has been duly and validly
         executed and delivered by the Company and constitutes the binding
         obligation of the Company enforceable against the Company in
         accordance with its terms; and

                          (iii)   the execution, delivery and performance by
         the Company of this Agreement and the consummation by the Company of
         the transactions contemplated hereby





                                     F-7
<PAGE>   129
         will not, with or without the giving of notice or the lapse of time,
         or both, (A) violate any provision of law, statute, rule or regulation
         to which it is subject, (B) violate any order, judgment or decree
         applicable to it, or (C) conflict with, or result in a breach or
         default under, any term or condition of its charter documents,
         including by-laws, or any agreement or other instrument to which the
         Company is a party or by which the Company is bound.

                 (b)      Each of the Parties (as to itself only) other than
the Company, severally and not jointly, hereby represents and warrants to each
other Party that:

                          (i)     it has full power and authority to execute,
         deliver, and perform this Agreement and to consummate the transactions
         contemplated hereby, and the execution, delivery and performance by it
         of this Agreement and the consummation by it of the transactions
         contemplated hereby have been duly authorized by all necessary action;

                          (ii)    this Agreement has been duly and validly
         executed and delivered by it and constitutes the binding obligation of
         it enforceable against it in accordance with its terms; and

                          (iii)   the execution, delivery, and performance by
         it of this Agreement and the consummation by it of the transactions
         contemplated hereby will not, with or without the giving of notice or
         the lapse of time, or both, (A) violate any provision of law, statute,
         rule, or regulation to which it is subject, (B) violate any order,
         judgment, or decree applicable to it, or (C) conflict with, or result
         in a breach or default under, any term or condition of its certificate
         of incorporation or by-laws, certificate of limited partnership or
         partnership agreement, as applicable, or any agreement or other
         instrument to which it is a party or by which it is bound.

                                   ARTICLE II

                             REGISTRATION OF STOCK

         2.1     Registration Rights.  The Company, the Controlling Trust and
the Family Trust hereby grant to the Investor the applicable registration
rights with respect to Registrable Securities set forth in this Article II.
The Company, the Controlling Trust and the Family Trust covenant that, if any
Investor gives a Demand Request in accordance with the terms of this Agreement,
the Company will use commercially reasonable efforts to prepare or cause to be
prepared financial statements (including financial statements reconciled to
United States generally accepted accounting principles in accordance with the
applicable requirements of the Securities Act, as may be appropriate for the
intended method of disposition specified in the Demand Request) and disclosure
documents (prepared in accordance with the applicable requirements of the
Securities Act for a Registered Offering and in accordance with the applicable
laws for any other Offering) and will use commercially reasonable efforts to
otherwise take all necessary steps with a view to filing a registration
statement with the SEC with respect to a Registered Offering, completing a Rule
144A preliminary offering circular with respect to a Rule 144A Offering or
Regulation S Offering, or completing and (if required) filing the appropriate
offering materials for any other Offering, in each case as soon as possible but
in any event no later than 45 days after the Company's receipt of a Demand
Request (the "Required Commencement Date").




                                     F-8
<PAGE>   130
         2.2     Demand Registration.


                 (a)      Request for Demand Offering.

                          (i)     The Investor Representative may at any time
         and from time to time make a written request of the Company (a "Demand
         Request") for a Demand Offering of all or part of such Investor's
         Registrable Securities representing in the aggregate at least
         [US$20,000,000] in value [(based solely on the initial acquisition
         price under the Acquisition Agreement)]; provided, that the Company
         shall not be required to complete more than five Demand Offerings
         pursuant to this Section 2.2(a)(i) and provided, further, that the
         US$20,000,000 minimum requirement shall not apply after the fourth
         Demand Offering.  In addition, if the managing Underwriters of the
         Demand Offering or the CNBV recommend or require that the proposed
         Demand Offering also include Capital Stock to be issued by the Company
         and, in the case of a recommendation, if the Investor Representative
         consents to the Company's participation, then the Company shall
         include such Capital Stock in the proposed Demand Offering to the
         extent so recommended or required.

                          (ii)    Each Demand Request shall specify the number
         of Registrable Securities proposed to be sold and the nature of the
         Demand Offering requested.

                          (iii)   On or before the Required Commencement Date,
         the Company shall file with the CNBV the application request with
         respect to the Demand Offering (if the Demand Request is for a Mexico
         Offering) and shall file the appropriate registration statement with
         the SEC (if the Demand Request is for a Registered Offering), commence
         circulation of an appropriate preliminary offering circular (if the
         Demand Request is for a Rule 144A Offering), commence circulation of
         an appropriate preliminary offering circular (if the Demand Offering
         is for a Regulation S Offering), or file (if required) and commence
         circulation of other appropriate offering materials (for any other
         Offering).  The Company shall use commercially reasonable efforts to
         cause the Demand Offering to be authorized by the CNBV (if applicable)
         and declared effective by the SEC (if applicable) as promptly as
         practicable after such formal request or filing, shall cause the firm
         commitment underwriting or purchase agreement to be executed and
         delivered as promptly as practicable after the Required Commencement
         Date, and shall take all actions required of it to complete the Demand
         Offering, including requirements of law, requirements imposed by
         regulators, customary requirements of Underwriters and purchasers, and
         the sale of primary shares required by regulators or recommended by
         the managing Underwriters as part of the Demand Offering.  The
         Controlling Trust shall use its best efforts to cause the Company to
         comply with the provisions of this paragraph (iii), to provide or
         otherwise obtain all authorizations of the Company stockholders,
         approve all amendments to the estatutos sociales, approve all
         amendments to any shareholders' agreement that the appropriate
         regulatory or securities exchange or market authorities require or
         that the managing Underwriters reasonably request, cooperate with the
         Company and the Investor to effect the Demand Offering, and take all
         other actions as may be required or reasonably requested of the
         stockholders of the Company





                                     F-9
<PAGE>   131
         by the Investor, the Company, the managing Underwriters, or regulators
         to implement the Demand Offering in a timely manner.

                 (b)      Effect of Signing and Effectiveness; Abandonment.  An
offering or filing of a registration statement will not count as a Demand
Offering until the registration statement has become effective (for Registered
Offerings only) and the firm commitment underwriting or purchase agreement with
respect to the Demand Offering has been executed and delivered by all parties
thereto; provided that if, after a registration statement for a Registered
Offering has become effective or after the firm commitment underwriting or
purchase agreement with respect to the Demand Offering has been executed and
delivered by all parties thereto, either (i) an offering of Registrable
Securities is interfered with by any stop order, injunction or other order or
requirement of the SEC, CNBV or other governmental agency or court or (b) the
offering is not completed because of the Company's or the Controlling Trust's
failure to satisfy a condition or comply with a covenant required of it, that
offering will be deemed not to have been effected and shall not count as a
Demand Offering.  Subject to the foregoing, the Investor may abandon the Demand
Offering at any time without it counting as a Demand Offering and shall retain
the demand rights hereunder.

                 (c)      Selection of Underwriters.  The Requesting Investors
holding a majority of Registrable Securities to be included in the Demand
Offering (the "Majority Requesting Investors") (acting through the Investor
Representative) to select the book-running and managing Underwriters and global
coordinators for the Demand Offering; provided, that the Company's Board of
Directors shall have the right to veto any such choice by written notice to the
Investor Representative given no later than seven days after the Investor
Representative gives written notice to the Company of any such selection, which
veto shall not be given unreasonably and which veto shall not be given with
respect to any of the following investment banks or their successors or
international affiliates:  Bear, Stearns & Co. Inc., BT Alex. Brown
Incorporated, Chase Securities Inc., Credit Suisse First Boston Corporation,
Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co., J.P.
Morgan Securities Inc., Merrill Lynch & Co., NationsBanc Montgomery Securities
LLC, Morgan Stanley & Co. Incorporated, and Salomon Smith Barney Inc.

                 (d)      Priority on Demand Offerings.  No securities to be
sold for the account of any Person (including the Company) other than a
Requesting Investor shall be included in a Demand Offering unless the managing
Underwriters shall advise the Requesting Investors in writing that the
inclusion of such securities will not materially and adversely affect the price
or success of the Demand Offering (a "Material Adverse Effect").  Furthermore,
if the managing Underwriters shall advise the Requesting Investors that, even
after exclusion of all securities of other Persons pursuant to the immediately
preceding sentence, the amount of Registrable Securities proposed to be
included in such Demand Offering by Requesting Investors is sufficiently large
to cause a Material Adverse Effect, the Registrable Securities of Requesting
Investors to be included in such Demand Offering shall equal the number of
shares which the Company is so advised can be sold in such Demand Offering
without a Material Adverse Effect and such shares shall be allocated pro rata
among the Requesting Investors on the basis that their respective ownership
percentage at the date hereof bears to the aggregate ownership percentage at
the date hereof of all such Requesting Investors.

                 (e)      Multiple Demands.  The Company shall promptly (and in
any event within 7 Business Days of its receipt) give the Investor notice and a
copy of any Demand Request it receives





                                    F-10
<PAGE>   132
and of any request it receives with respect to any other demand registration
rights for securities of the Company.  If the Company shall receive, within a
period of 30 days, demand requests from more than one Person who has the
contractual right (whether exercisable alone or in conjunction with other
rights) to make a demand request, all such requesting Persons shall be
considered "Requesting Investors" for purposes of this Section 2 and the
allocation provisions of Section 2(d) shall apply with respect thereto.

                 (f)      Postponement for Significant Corporate Events.  The
Company shall be entitled to postpone, for a period of time (which shall not
exceed 90 days without the consent of the Majority Requesting Investors), the
request for a Demand Offering under this Section 2.2 if the Company determines,
in the good faith exercise of its reasonable business judgment, that such
request could materially interfere with bona fide financing, acquisition, or
other material business plans of the Company or would require disclosure of
non-public information, the premature disclosure of which could materially
adversely affect the Company or such transaction.  If the Company postpones the
Demand Offering requested under this Section 2.2, the Company shall promptly
(but not later than three Business Days following the determination to postpone
the Demand Offering) notify the Investor of the determination to postpone the
Demand Offering and of the facts on which such determination is based.  If the
Company postpones the Demand Offering requested under this Section 2.2, the
Company shall promptly (but not later than three Business Days afterwards)
notify the Investor when the events or circumstances permitting such
postponement have ended and at that time shall proceed with the Demand Offering
as requested and in accordance with this Agreement.  If the Company shall
postpone the Demand Offering pursuant to this Section 2.2(e), then any related
Demand Request may thereafter be withdrawn by the Investor's giving notice of
withdrawal to the Company.  Upon such withdrawal, the withdrawn Demand Request
shall not count as an exercise of the demand registration rights granted
herein.

                 (g)      Suspension of Use of Resale Shelf Registration
Statements.  The Company shall be entitled, at any time and from time to time,
to suspend the offer and sale of Registrable Securities in connection with a
Shelf Offering, if the Company determines, in the good faith exercise of its
reasonable business judgment, that any such offer or sale could materially
interfere with bona fide financing, acquisition, or other material business
plans of the Company or would require disclosure of non-public information, the
premature disclosure of which could materially adversely affect the Company or
such transaction.  Such suspension will be in effect until the earlier of the
date on which the Company determines in good faith that (i) any such offer or
sale would not materially interfere with such bona fide financing, acquisition,
or other material business plans of the Company or (ii) full disclosure of such
non-public information has been made or is not necessary; provided that such
suspensions will not in any event exceed 90 days without the consent of the
Majority Requesting Investors.  If the Company determines to suspend the offer
and sale of Registrable Securities pursuant to this Section 2.2(g), the Company
shall promptly notify the selling shareholders named in the applicable
registration statement of the date on which such suspension shall take effect,
and the selling shareholders shall suspend the use of such registration
statement upon receipt of such notification.  If the Company shall suspend a
Shelf Offering pursuant to this Section 2.2(g), then the Company shall extend
the effectiveness of the applicable registration statement by the same number
of days comprising the suspension period.  If the Company shall suspend a Shelf
Offering pursuant to this Section 2.2(g), the Company shall promptly (but not
later than 5 Business Days afterwards) notify the Investor when the events or
circumstances permitting such postponement have ended and at that





                                    F-11
<PAGE>   133
time shall proceed with the Shelf Offering as requested and in accordance with
this Agreement.  If the Company shall suspend a Shelf Offering pursuant to this
Section 2.2(g) for longer than 30 consecutive days or for more than 45 total
days (whether or not consecutive), then any related Demand Request may
thereafter be withdrawn by the Investor's giving notice of withdrawal to the
Company.  Upon such withdrawal, the withdrawn Demand Request and related Shelf
Offering shall not count as an exercise of the demand registration rights
granted herein.

         2.3     Piggyback Registration.


                 (a)      If the Company proposes to initiate a Piggyback
Offering, then the Company shall give written notice of such proposed Piggyback
Offering and the Investor's rights under this Section 2.3 to the Investor as
soon as practicable (but in no event less than 30 days before the effective
date of the SEC registration statement, date of the final Rule 144A or
Regulation S  offering circular or other appropriate offering materials, or
submission date of the formal approval by the CNBV, as applicable), and that
notice shall offer the Investor the opportunity to register or include such
number of Registrable Securities as the Investor may request.  Subject to
Section 2.3(b) hereof, the Company shall include in each such Piggyback
Offering all Registrable Securities requested to be included in the Piggyback
Offering by written notice given to the Company within 20 days after the
Company's notice to the Investor.  The Investor shall be permitted to withdraw
all or part of the Investor's Registrable Securities from a Piggyback Offering
at any time before the earlier of the effective date for the Piggyback Offering
(if registered with the SEC) or the signing of a definitive underwriting,
purchase or agency agreement with the Underwriters.  Subject to Section 2.3(b)
and Section 2.3(c), the Company shall use commercially reasonable efforts to
cause the managing Underwriters of a proposed Piggyback Offering to permit the
Registrable Securities requested to be included in the Piggyback Offering
("Piggyback Securities") to be included at the same price and on no less
favorable terms and conditions as any similar securities included therein.

                 (b)      If, at any time after giving written notice of a
proposal to initiate a Piggyback Offering, purchase or agency agreement with
the Underwriters, the Company determines for any reason either not to register
or sell or to delay for more than 30 days the registration or sale of the
securities proposed to be sold in the Piggyback Offering, the Company shall
give written notice of that determination to the Investor and shall be relieved
of its obligation under this Section 2.3 to register or sell any Registrable
Securities in connection therewith, without prejudice, however, to the rights
of the Investor under Section 2.2 hereof or the rights of the Investor under
this Section 2.3 to participate in the delayed or any subsequent Piggyback
Offering.  No Piggyback Offering completed under this Section 2.3 shall relieve
the Company of its obligation to effect a Demand Offering pursuant to Section
2.2, nor shall any Piggyback Offering completed under this Section 2.3 be
deemed to have been effected pursuant to Section 2.2.

                 (c)      If the Registrable Securities requested to be
included in the registration statement by any Investor differ from the type of
securities proposed to be registered by the Company and the managing
Underwriters advise the Company in writing that, due to such differences, the
inclusion of such Registrable Securities would have a Material Adverse Effect,
then (i) the number of such Investor's Registrable Securities to be included in
the registration statement shall be reduced to an amount which, in the judgment
of the managing Underwriters, would eliminate such Material Adverse Effect or
(ii) if no such reduction would, in the judgment of the managing Underwriters,





                                    F-12
<PAGE>   134
eliminate such Material Adverse Effect, then the Company shall have the right
to exclude all such Registrable Securities from such registration statement
provided no other securities of such type are included and offered for the
account of any other Person in such registration statement.  Any partial
reduction in the number of Registrable Securities to be included in the
registration statement pursuant to clause (i) of the immediately preceding
sentence shall be effected pro rata based on the ratio which such Investor's
requested shares bears to the total number of shares requested to be included
in such registration statement by all Persons who have requested that their
shares be included in such registration statement.  If the Registrable
Securities requested to be included in the registration statement are of the
same type as the securities being registered by the Company and the managing
Underwriters of a proposed Piggyback Offering advise the Company in writing
that the inclusion of such Registrable Securities would cause a Material
Adverse Effect, the Company will be obligated to include in such registration
statement, as to each Investor, only a portion of the shares such Investor has
requested be registered equal to the ratio which such Investor's requested
shares bears to the total number of shares requested to be included in such
registration statement by all Persons (other than (i) the Company, if such
registration has been initiated by the Company for securities to be offered by
the Company and (ii) by Persons exercising their right to cause a Demand
Offering) who have requested that their shares be included in such registration
statement.  It is acknowledged by the Investor that the securities to be
included in such registration pursuant to the this Section 2.3(c) shall be
allocated (x) if such registration has been initiated by the Company for
securities to be offered by the Company, (1) first, to the Company, and (2)
second, to the Investor and all other Persons requesting securities to be
included therein in accordance with the above described ratio, and (y) if such
registration is a Demand Offering, (1) first, to securities offered by Persons
exercising their right to cause a Demand Offering, (2) second, to the Company,
and (3) third, to the Investor and all other Persons requesting securities to
be included therein in accordance with the above described ratio.  If as a
result of the provisions of this Section 2.3(c), the Investor shall not be
entitled to include all Registrable Securities in a registration that the
Investor has requested to be so included, the Investor may withdraw the
Investor's request to include Registrable Securities in such registration
statement.  No Person may participate in any registration statement hereunder
unless such Person (x) agrees to sell such Person's Registrable Securities on
the basis provided in any underwriting arrangements approved by the Company,
and (y) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements, and other documents reasonably required
under the terms of such underwriting arrangements; provided, however, that no
such Person shall be required to make any representations or warranties in
connection with any such registration other than representations and warranties
as to (i) such Person's ownership of his or its Registrable Securities to be
sold or transferred free and clear of all liens, claims, and encumbrances, (ii)
such Person's power and authority to effect such transfer, and (iii) such
matters pertaining to compliance with securities laws as may be reasonably
requested; provided further, however, that the obligation of such Person to
indemnify pursuant to any such underwriting arrangements shall be several, not
joint and several, among such Persons selling Registrable Securities, and the
liability of each such Person will be in proportion to, and provided further
that such liability will be limited to, the net amount received by such Person
from the sale of his or its Registrable Securities pursuant to such
registration.





                                    F-13
<PAGE>   135
         2.4     Lock-up Agreements.


                 (a)      Restrictions on Sale by the Company, the Controlling
Trust and the Family Trust.  The Company, the Controlling Trust and the Family
Trust agree (i) not to effect any sale or distribution of any securities
similar to those being offered, or any securities convertible into or
exchangeable or exercisable for such securities, during the 10 Business Days
before, and during the 180-day period (or such shorter period as the managing
Underwriters of the Offering shall authorize in writing to the Company)
beginning on the date of any final prospectus, offering circular or other final
offering material that includes Registrable Securities (unless the sale or
distribution is pursuant to that Offering and either (A) the Investor consents
or (B) the Investor is participating pursuant to Section 2.3 hereof in the
Offering, the Offering was initiated by the Company with respect to the sale of
securities by the Company, and the Investor is not simultaneously participating
in the Offering pursuant to Section 2.2 hereof); and (ii) that any agreement
entered into after the date of this Agreement pursuant to which the Company
issues or agrees to issue any privately placed securities shall contain a
provision under which holders of such securities agree not to effect any public
sale or distribution of any such securities during the period described in (i)
above, including a sale pursuant to Rule 144 under the Securities Act (except
as part of any such Offering, if permitted, to the extent of their
participation in the underlying Offering of the Registrable Securities).

         2.5     Demand Procedures.  Whenever the Investor has requested that
any Registrable Securities be offered pursuant to Section 2.2 hereof, the
Company will use commercially reasonable efforts to effect the offering and
sale of such Registrable Securities in a Demand Offering in accordance with the
intended method of disposition thereof as soon as is possible, but commencing
no later than the Required Commencement Date, and in connection with any such
request, the Company will (unless the Majority Requesting Investors (acting
through the Investor Representative) consent otherwise):


                 (a)      prepare and, if applicable, file with the CNBV, the
Bolsa, the SEC, any  securities exchange or market or inter-dealer quotation
system on which the Company's securities are then listed or quoted and any
other United States, Mexican or foreign federal or state governmental body or
agency, or all of them, as may be applicable for the type of Demand Offering, a
formal request for authorization, an offering circular with respect to a Rule
144A Offering or appropriate offering materials for another type of Demand
Offering, or a registration statement on any form for which the Company then
qualifies or that counsel for the Company shall deem appropriate and that is
available for the sale of the Registrable Securities to be registered
thereunder in accordance with the intended method of distribution thereof, and
use commercially reasonable efforts and proceed diligently and in good faith to
obtain and maintain such authorization, to finalize such offering circular or
other offering materials, and to cause such filed registration statement to
become and remain effective under the Securities Act; provided that (i) at
least 20 days before filing a formal request for authorization, circulating a
preliminary offering circular or other offering materials, or filing a
registration statement or prospectus or any amendments or supplements thereto,
the Company will furnish to the Investor and to one counsel (which may include
one local counsel in each applicable country) selected by the Investor (acting
through the Investor Representative), copies of all such documents proposed to
be filed, which documents will be subject to the review of such counsel, and
shall thereafter furnish revised drafts and definitive versions of all such
documents when they are circulated to the working group for the Demand
Offering, and (ii) after the filing of the formal request





                                    F-14
<PAGE>   136
for authorization or registration statement, the Company will promptly notify
the counsel to the Investor of comments received from the CNBV, the SEC, or the
securities exchange or market or inter-dealer quotation system, and other
governmental authorities as may be applicable; provided, that in connection
with a Demand Offering, the Company shall not file or circulate to potential
investors any registration statement or prospectus, offering circular or other
offering materials, or any amendments or supplements thereto, if the Requesting
Investors who hold a majority of the Registrable Securities covered by such
registration statement, prospectus, offering circular or other offering
materials (acting through the Investor Representative or its counsel), the
managing Underwriters, or their counsel shall reasonably object, in writing, on
a timely basis;

                 (b)      prepare and file with the CNBV, the Bolsa, the SEC,
any securities exchange or market or inter- dealer quotation system referred to
in (a) above and any other United States, Mexican or foreign federal or state
governmental body or agency, or all of them, such amendments and supplements to
such request for authorization, offering circular or other offering materials,
or registration statement and the prospectus used in connection therewith as
may be necessary to maintain such authorization, keep such offering circular or
other offering materials current, and keep such registration statement
effective pursuant to Section 2.2 for a period of not less than 180 consecutive
days or, if shorter, the period terminating when all Registrable Securities
covered by such authorization, offering circular or other offering materials,
or registration statement have been sold (but not before the expiration of the
90-day period referred to in Section 4(3) of the Securities Act and Rule 174
thereunder, if applicable) and comply with the provisions of the Securities
Act, the Exchange Act, Mexican securities laws and all other applicable laws
with respect to the disposition of all securities covered by such registration
statement, offering circular or other offering materials during such period in
accordance with the intended methods of disposition by the Investor thereof set
forth in such registration statement, offering circular or other offering
materials;

                 (c)      furnish without charge to the Investor such number of
copies of such registration statement, offering circular or other appropriate
offering materials, each amendment and supplement thereto (in each case
including all exhibits thereto), the prospectus included in such authorization
or registration statement (including each summary or preliminary prospectus,
offering circular or other offering materials), in conformity with the
requirements of the Mexican securities laws, the Securities Act and other
applicable laws, all documents incorporated by reference into such offering
circular, offering materials, prospectus or registration statement, and such
other documents as the Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by the Investor in the
Demand Offering;

                 (d)      notify the Investor promptly, and (if requested by
the Investor) confirm such notice in writing, (i) when a request for
authorization, registration statement, prospectus, offering circular or other
offering material or any supplement or amendment thereto has been filed, and,
with respect to a request for authorization or a registration statement or any
post-effective amendment, when the same has been granted by the CNBV or become
effective under the Securities Act and each applicable state or foreign law,
(ii) of any request by the CNBV, the Bolsa, the SEC or any other United States,
Mexican or foreign federal or state governmental authority for amendments or
supplements to a request for authorization, registration statement, or related
prospectus (or other legally required offering material) or for additional
information, (iii) of the issuance by the CNBV, the Bolsa, the SEC or any other
United States, Mexican or foreign federal or state governmental body





                                    F-15
<PAGE>   137
or agency of any action, including without limitation a stop order, suspending
or withdrawing the authorization for the offering or the effectiveness of a
registration statement, or the initiation of any proceedings for that purpose,
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, (v) of the discovery that, or
of the happening of any event as a result of which, the registration statement,
related prospectus, offering circular, other offering materials or any document
incorporated or deemed to be incorporated therein by reference 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 not
misleading, or that requires the making of any changes in such registration
statement, prospectus, offering circular or other offering materials so that,
in the case of the registration statement, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
that in the case of the prospectus, offering circular or other offering
materials, it will not contain any untrue statement of a material fact or omit
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 or that such document otherwise fails to comply with
applicable laws, and (vi) of the Company's reasonable determination that a
post-effective amendment to a registration statement would be appropriate;

                 (e)      use its best efforts to obtain the withdrawal of any
order suspending or withdrawing the authorization for an offering, the
effectiveness of a registration statement, or the lifting of any suspension of
the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment;

                 (f)      cooperate with the Investor and the managing
Underwriters to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold, which certificates (in the case
of a Registered Offering) shall not bear any restrictive legends and shall be
in a form eligible for deposit with The Depository Trust Corporation or other
appropriate book-entry depositary; and enable such Registrable Securities to be
registered in such names as the managing Underwriters may request at least one
Business Day prior to any sale of Registrable Securities;

                 (g)      use all commercially reasonable efforts to register
or qualify such Registrable Securities as promptly as practicable under such
other securities or blue sky laws of such jurisdictions as the Investor or
managing Underwriters reasonably (in light of the intended plan of
distribution) request and do any and all other acts and things which may be
reasonably necessary or advisable to enable the Investor or managing
Underwriters to complete the disposition in such jurisdictions of the
Registrable Securities owned by the Investor; provided, that the Company will
not be required to (i) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this paragraph (g),
(ii) subject itself to taxation in any such jurisdiction, (iii) consent to
general service of process in any such jurisdiction, or (iv) incur any material
expense outside of the United States or Mexico;

                 (h)      use commercially reasonable efforts to cause such
Registrable Securities and the Demand Offering to be registered with or
approved by such other governmental agencies,





                                    F-16
<PAGE>   138
authorities, and board of directors and stockholders of the Company to enable
the Investor to complete the disposition of such Registrable Securities;

                 (i)      enter into customary agreements in customary form
(including an underwriting, purchase or agency agreement, as requested by the
Investor Representative) and take such other actions as are reasonably required
in order to expedite or facilitate the disposition of such Registrable
Securities;

                 (j)      make available for inspection by the Investor, any
Underwriter participating in any disposition pursuant to such registration
statement, offering circular or other offering materials and any attorney,
accountant or other professional retained by the Investor or Underwriter
(collectively, the "Inspectors"), all financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries
(collectively, the "Records") as shall be reasonably necessary to enable them
to exercise their due diligence responsibility; cause the Company's officers,
directors, examiners, accountants, attorneys, employees and subsidiaries to
supply all information reasonably requested by any such Inspectors in
connection with such registration statement, offering circular or other
offering materials; and cooperate and assist in the performance of any due
diligence investigation by any Underwriter (including any "qualified
independent underwriter") or the Investor (notwithstanding the foregoing, the
Company shall have no obligation to disclose a Record to the Inspectors if the
Company reasonably determines that such disclosure is reasonably likely to have
an adverse effect on the Company's ability to assert the existence of any
attorney-client privilege with respect thereto);

                 (k)      use commercially reasonable efforts to obtain a
comfort letter or comfort letters from the Company's independent public
accountants in customary form and covering such matters of the type customarily
covered by comfort letters as the Investor (acting through the Investor
Representative or its counsel) or the managing Underwriters reasonably request,
addressed to the Investor and to the Underwriters;

                 (l)      use best efforts to comply with all applicable rules
and regulations of United States and Mexican securities laws, the CNBV, the
SEC, the Bolsa, any applicable securities exchange or market or inter-dealer
quotation system, and any other applicable securities laws and regulations and,
if the Offering is a Registered Offering, make available to its security
holders, as soon as reasonably practicable, an earnings statement covering a
period of twelve months, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act by reference to the Company's annual
reports on Form 20-F;

                 (m)      use commercially reasonable efforts to cause all such
Registrable Securities to be listed on the U.S. national securities exchange on
which the Company's securities are then listed (or, if there is none, the
Nasdaq Stock Market), the Bolsa or PORTAL, as applicable for the Offering;

                 (n)      if any event contemplated by Section 2.5(d)(vi) above
shall occur, as promptly as practicable prepare a supplement or amendment or
post-effective amendment to such registration statement, related prospectus,
offering circular or other offering materials or any document incorporated
therein by reference or promptly file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities, the
prospectus, offering circular and other





                                    F-17
<PAGE>   139
offering materials will not contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading or otherwise will not fail to comply
with applicable law;

                 (o)      keep the Investor advised in writing about the
initiation and progress of any Offering, including any request for
authorization or registration;

                 (p)      cooperate and assist in any filing required to be
made with the National Association of Securities Dealers, Inc.;

                 (q)      if the Offering is a Rule 144A Offering, then so long
as any of the Registrable Securities are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act, during any period in which
the Company is not subject to and in compliance with Section 13 or 15(d) of the
Exchange Act or is not exempt from such reporting requirements pursuant to and
in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each
holder of such restricted securities and to each prospective purchaser (as
designated by such holder) of such restricted securities, upon the request of
such holder or prospective purchaser, any information required to be provided
by Rule 144A(d)(4) (this covenant is intended to be for the benefit of the
holders, and the prospective purchasers designated by such holders, from time
to time of such restricted securities);

                 (r)      if the Offering involves American Depositary Shares
or Receipts, enter into a customary form of deposit agreement with a depositary
and will comply with the terms of the deposit agreement so that American
Depositary Receipts evidencing American Depositary Shares or deposited Capital
Stock will be executed by the depositary and delivered to the Underwriters;

                 (s)      cooperate with the Underwriters with respect to all
roadshows and other marketing activities as may be reasonably requested by the
Underwriters; and

                 (t)      furnish to the Investor a signed legal opinion,
addressed to the Investor, of an opinion of counsel for the Company, dated the
date of the closing of the underwriting or purchase agreement for the Demand
Offering, reasonably satisfactory in form and substance to the Majority
Requesting Investors (acting through the Investor Representative).

The Controlling Trust shall use its best efforts to cause the Company to comply
with the provisions of this Section 2.5.  The Controlling Trust shall also use
its best efforts to provide or otherwise obtain all authorizations of the
Company stockholders, approve all amendments to the estatutos sociales, approve
all amendments to any shareholders' agreement that the appropriate regulatory
or securities exchange or market authorities require or that the managing
Underwriters reasonably request, cooperate with the Company and the Investor to
effect the Demand Offering, and take all other actions as may be required or
reasonably requested of the stockholders of the Company by the Investor, the
Company, the managing Underwriters, or regulators to implement the Demand
Offering in a timely manner.

         2.6     Piggyback Offering Procedures.  Whenever Piggyback Securities
are included in an Offering pursuant to Section 2.3 hereof, the Company will
(unless the Majority Requesting Investors consent otherwise):





                                    F-18
<PAGE>   140
                 (a)      at least 10 days before filing a formal request for
authorization, circulating a preliminary offering circular or other offering
materials, or filing a registration statement or prospectus or any amendments
or supplements thereto, furnish to the Investor and to one counsel (which may
include one local counsel in each applicable country) selected by the Investor
(acting through the Investor Representative), copies of all such documents
proposed to be filed, which documents will be subject to the review of the
Investor and to one counsel (which may include one local counsel in each
applicable country) selected by the Investor (acting through the Investor
Representative) solely for the purposes of reviewing such material in
connection with the Investor's decision of whether to continue to participate
in the Offering in accordance with the terms of this Agreement and reporting to
the Company on a timely basis any inaccuracies with respect to information
regarding the Investor contained in such material, and the Company shall
thereafter furnish revised drafts and definitive versions of all such documents
to the Investor and to one counsel (which may include one local counsel in each
applicable country) selected by the Investor (acting through the Investor
Representative) when they are circulated to the working group for the Demand
Offering, and after the filing of the formal request for authorization or
registration statement, the Company shall promptly notify the counsel to the
Investor of comments received from the CNBV, the SEC, or the securities
exchange or market or inter-dealer quotation system, and other governmental
authorities as may be applicable;

                 (b)      use all commercially reasonable efforts (i) to
include the Piggyback Securities to be included in the Offering (subject to
Section 2.3(c) hereof) in the formal request for authorization, offering
circular, registration statement, or other appropriate offering materials for
the type of Piggyback Offering, (ii) to include the Piggyback Securities to be
included in the Offering in any registration, qualification or authorization of
securities to be sold in the Offering otherwise being made with any
governmental authority under state securities or blue sky laws or other
applicable securities laws, and (iii) to maintain such inclusion for such
period as such authorization, offering circular, registration statement, or
other appropriate materials for the type of Piggyback Offering and such
registration or qualification are otherwise maintained by the Company for the
Person initiating the Piggyback Offering;

                 (c)      furnish without charge to the Investor the number of
copies of the offering circular, other appropriate offering materials or
registration statement, each amendment and supplement thereto (in each case
including all exhibits thereto), the prospectus included in the authorization
or registration statement (including each summary or preliminary prospectus or
other legally required offering materials), in conformity with the requirements
of the Mexican securities laws, the Securities Act and other applicable laws,
all documents incorporated by reference into such offering circular, offering
materials, prospectus or registration statement, and such other documents as
the Investor may reasonably request in order to facilitate the disposition of
the Piggyback Securities included in the Offering;

                 (d)      notify the Investor (i) of the issuance by the CNBV,
the Bolsa, the SEC or any other United States, Mexican or foreign federal or
state governmental body or agency of any action, including without limitation a
stop order, suspending or withdrawing the authorization for the offering or the
effectiveness of a registration statement, or the initiation of any proceedings
for that purpose and (ii) if the Person initiating the Piggyback Offering
determines to cease using a registration





                                    F-19
<PAGE>   141
statement, prospectus or other offering document because of either the issuance
by the CNBV, the Bolsa, the SEC or any other United States, Mexican or foreign
federal or state governmental body or agency of a stop order or the discovery
of a material misstatement or omission, to suspend the use of a registration
statement, prospectus or other offering document upon receipt of such
notification;

                 (e)      notify the counsel to the Investor promptly (i) when
a request for authorization, registration statement, prospectus, offering
circular or other offering material for the Piggyback Offering or any
supplement or amendment thereto has been filed, and with respect to a request
for authorization or a registration statement or any post-effective amendment,
when the same has been granted by the CNBV or become effective under the
Securities Act and each applicable state or foreign law, (ii) of any request by
the CNBV, the Bolsa, the SEC or any other United States, Mexican or foreign
federal or state governmental authority for amendments or supplements to a such
a request for authorization, registration statement, or related prospectus (or
other legally required offering material) or for additional information, (iii)
of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, and (iv) of the Company's
determination that a post-effective amendment to a registration statement would
be appropriate;

                 (f)      cooperate in good faith to facilitate the timely
delivery of certificates representing the Piggyback Securities to be sold;

                 (g)      use all commercially reasonable efforts to include
the Piggyback Securities to be included in the Offering (subject to Section
2.3(c) hereof) in any underwriting agreement, deposit agreement, and listing
applications as otherwise are entered into for the securities of the Person
initiating the Piggyback Offering;

                 (h)      make available for inspection by the Investor or
their Inspectors the Records as shall be reasonably necessary to enable them to
exercise their due diligence investigation responsibility, if any; cause the
Company's officers, directors, examiners, accountants, attorneys, employees and
subsidiaries to supply all information reasonably requested by any such
Inspectors in connection with such registration statement; and cooperate and
assist in the performance of any due diligence investigation by the Investor;

                 (i)      use best efforts to obtain a comfort letter or
comfort letters from the Company's independent public accountants in customary
form and covering such matters covered by comfort letter or comfort letters, if
any, delivered to the managing Underwriters, addressed to the Investor; and

                 (j)      furnish to the Investor a signed legal opinion,
addressed to the Investor, of an opinion of counsel for the Company, dated the
date of the closing of the underwriting or purchase agreement for the Piggyback
Offering, in form and substance equivalent to that counsel's opinion, if any,
to the Underwriters in the Offering.

         2.7     Registration Expenses.  In connection with any Demand Offering
and Piggyback Offering hereunder, the Company shall pay the following expenses:
(a) all registration and filing fees





                                    F-20
<PAGE>   142
(including for filings to be made with the SEC, the National Association of
Securities Dealers, Inc., and the CNBV); (b) fees and expenses of compliance
with all applicable laws (including securities and blue sky laws) in any
foreign or domestic jurisdiction (including reasonable fees and disbursements
of counsel in connection with blue sky qualifications of the Registrable
Securities); (c) all word processing, duplicating, printing and distribution
expenses; (d) internal expenses of the Company (including all salaries and
expenses of its officers and employees performing legal or accounting duties);
(e) the fees and expenses incurred in connection with the listing on any stock
exchange, stock market or inter-dealer quotation system, including the Bolsa,
the Mexican intermediate securities market, the New York Stock Exchange, the
Nasdaq Stock Market, or quotation on PORTAL of the Registrable Securities; (f)
fees and disbursements of counsel for the Company and customary fees and
expenses for independent certified public accountants retained by the Company
(including the expenses of any comfort letters requested or required
hereunder); (g) the fees and expenses of any special experts retained by the
Company in connection with such Offering; (h) fees and expenses of counsel
selected by the Investor Representative incurred in connection with the
Offering; (i) fees and expenses of any qualified independent underwriter or
other independent appraiser participating in any offering pursuant to the
Conduct Rules of the National Association of Securities Dealers, Inc.; (j) all
expenses in connection with the preparation of any trust agreement, deposit
agreement, the deposit of shares under the trust agreement or deposit
agreement, the issuance thereunder of any participation certificates or
depositary shares evidencing such deposited shares, the issuance of any
depositary receipts evidencing such depositary shares or Capital Stock, and the
fees of the depositary and trustee; (k) all travel expenses of the Company's
directors, officers and employees and any other expenses of the Company in
connection with attending or hosting meetings with prospective purchasers of
the offered securities; and (l) all costs and expenses incurred in connection
with compliance with the Company's obligations under Sections 2.5 and 2.6.  The
Company shall not have any obligation to pay any underwriting fees, discounts,
commissions or transfer taxes attributable to the sale of Registrable
Securities or, except as provided by clause (b), (h), (i), (j) or (l) above,
any out-of-pocket expenses of the Investor (or the agents who manage its
accounts) or (except as provided in an agreement between the Company and any
Underwriter if the Company is selling newly-issued securities) the fees and
disbursements of counsel for any Underwriter.

         2.8     Indemnification; Contribution.


                 (a)      Indemnification by the Company.  The Company agrees
to indemnify and hold harmless to the full extent permitted by law the
Investor, each Person, if any, who controls the Investor within the meaning of
Section 15 of the Securities Act, Section 20 of the Exchange Act, or the
Mexican securities laws, and the officers, directors, agents, attorneys,
general and limited partners, affiliates, accountants and employees of the
Investor and each such controlling Person from and against any and all losses,
claims, damages, liabilities, and expenses (including reasonable costs of
investigation), joint or several, arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in any
formal request for authorization, offering circular, other offering materials,
registration statement or prospectus relating to an offering or sale of the
Registrable Securities or in any amendment or supplement thereto, or any
document incorporated by reference, or in any preliminary offering circular,
preliminary prospectus, or other preliminary offering materials, or arising out
of or based upon 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, liabilities or
expenses arise out of, or are based upon, any




                                    F-21
<PAGE>   143
such untrue statement or omission or allegation thereof based upon information
furnished in writing to the Company by the Investor expressly for use therein,
or the failure of the Investor to deliver a copy of the registration statement
or prospectus or any amendments or supplements thereto after the Company has
furnished a sufficient number of copies of the same.  The Company also agrees
to indemnify any Underwriters of the Registrable Securities, their officers and
directors and each Person who controls such Underwriters on substantially the
same basis as that of the indemnification of the Investor provided in this
Section 2.8(a).  This indemnity agreement shall survive the transfer of such
Registrable Securities by the Investor and will be in addition to any liability
that the Company may otherwise have.

                 (b)      Indemnification by the Investor.  The Investor agrees
to indemnify and hold harmless the Company, and each Person, if any, who
controls the Company within the meaning of either Section 15 of the Securities
Act, Section 20 of the Exchange Act or the Mexican securities laws, and the
officers, directors, agents, attorneys, general and limited partners,
affiliates, accountants and employees of the Company and each such controlling
Person to the same extent as the foregoing indemnity from the Company to the
Investor, but only with respect to information furnished in writing to the
Company by the Investor expressly for use in any registration statement,
offering circular, prospectus or other offering materials relating to the
Registrable Securities.  The liability of the Investor under this Section
2.8(b) shall be limited to the aggregate cash received by the Investor pursuant
to the sale of Registrable Securities covered by such registration statement,
offering circular, prospectus or other offering materials.  This indemnity
agreement shall survive the transfer of such Registrable Securities by the
Investor and will be in addition to any liability that the Investor may
otherwise have.

                 (c)      Conduct of Indemnification Proceedings.  If any
action or proceeding (including any governmental investigation) shall be
brought or asserted against any Person entitled to indemnification under
Section 2.8(a) or 2.8(b) above (an "Indemnified Party") in respect of which
indemnity may be sought from any Party who has agreed to provide such
indemnification under Section 2.8(a) or 2.8(b) above (an "Indemnifying Party"),
the Indemnified Party shall give prompt notice to the Indemnifying Party and
the Indemnifying Party shall assume the defense thereof, including the
employment of counsel satisfactory to such Indemnified Party, and shall assume
the payment of all reasonable expenses of such defense.  The Indemnifying Party
shall be entitled to appoint counsel of the Indemnifying Party's choice at the
Indemnifying Party's expense to represent the Indemnified Party in any action
for which indemnification is sought (in which case the Indemnifying Party shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the Indemnified Party or Parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the Indemnified
Party.  Notwithstanding the Indemnifying Party's election to appoint counsel to
represent the Indemnified Party in an action, the Indemnified Party shall have
the right to employ separate counsel (including local counsel), and the
Indemnifying Party shall bear the fees, costs and expenses of such separate
counsel if (i) the use of counsel chosen by the Indemnifying Party to represent
the Indemnified Party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any such action
include both the Indemnified Party and the Indemnifying Party and the
Indemnified Party shall have reasonably concluded that there may be legal
defenses available to it or other Indemnified Parties that are different from
or additional to those available to the Indemnifying Party, (iii) the
Indemnifying Party shall not have employed counsel satisfactory to the
Indemnified Party to represent the





                                    F-22
<PAGE>   144
Indemnified Party within a reasonable time after notice of the institution of
such action, or (iv) the Indemnifying Party shall authorize the Indemnified
Party to employ separate counsel at the expense of the Indemnifying Party.
Notwithstanding the foregoing, the Indemnifying Party shall not, in connection
with any one such action or proceeding or separate but substantially similar
related actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable at any time for the fees and
expenses of more than one separate firm of attorneys (together in each case
with appropriate local counsel).

         No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, settle or compromise or consent to the entry of any judgment
with respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
in respect of which indemnification or contribution could be sought under this
Section 2.8 (whether or not the Indemnified Party is an actual or potential
party thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each Indemnified Party from all liability arising out
of such litigation, investigation, proceeding or claim, and (ii) does not
include a statement as to, or an admission of, fault, culpability or a failure
to act by or on behalf of any Indemnified Party.

         If at any time an Indemnified Party shall have requested an
Indemnifying Party to reimburse the Indemnified Party for fees and expenses of
counsel, such Indemnifying Party agrees that it shall be liable for any
settlement effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by the Indemnifying Party of the
aforesaid request, (ii) such Indemnifying Party shall have received notice of
the terms of such settlement at least 15 days prior to such settlement being
entered into, and (iii) such Indemnifying Party shall not have reimbursed such
Indemnified Party in accordance with such request prior to the date of such
settlement (except for those amounts to which the Company has in good faith
objected in writing).

                 (d)      Contribution.  If the indemnification provided for in
this Section 2.8 is unavailable to the Indemnified Parties or is insufficient
to hold the Indemnified Parties harmless in respect of any losses, claims,
damages, liabilities or judgments referred to herein, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages, liabilities and judgments as between the
Company on the one hand and the Investor on the other, in such proportion as is
appropriate to reflect the relative fault of the Company and of the Investor in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations.  The relative fault of the Company on the one hand
and of the Investor on the other 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 such Party, and the Parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

         Each of the Company and the Investor agrees that it would not be just
and equitable if contribution pursuant to this Section 2.8(d) 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 the immediately
preceding paragraph.  The amount paid or payable by an Indemnified Party as a
result of the losses, claims, damages, liabilities or judgments referred to in
the immediately preceding





                                    F-23
<PAGE>   145
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 2.8(d), the Investor shall not
be required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities of the Investor were sold to the
public or qualified institutional buyers exceeds the amount of any damages
which the Investor has otherwise been required to pay by reason by 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.

         2.9     Form of Offering.  The Company shall take all commercially
reasonable actions, and proceed diligently and in good faith and use all
commercially reasonably efforts, to cause a Demand Offering, if made, to be
consummated in such manner as reasonably requested by the Investor
Representative so that any capital gains realized from the sale of Registrable
Securities by the Investor pursuant to such Offering qualifies for a Tax
Exemption, including, if requested to do so by the Investor Representative,
maintaining, or establishing as promptly as practicable, at the expense of the
Company an American Depositary Shares or Receipts facility in the United States
in order to permit the Investor to sell American Depositary Shares or Receipts
in lieu of Registrable Securities.  The Company, however, shall have no
responsibility whatsoever for whether a Demand Offering as consummated in fact
qualifies for a Tax Exemption.


         2.10    Issuance by the Company.  Upon receipt by the Company of a
Demand Request given pursuant to Section 2.2(a), the Board of Directors of the
Company shall call an Extraordinary General Meeting of the holders of Capital
Stock for the following purposes:


                 (a)      To authorize the Company to issue and offer shares of
any class of Capital Stock if recommended or required under Section 2.2(a)(i);

                 (b)      To waive, as provided by applicable law, the
preemptive rights of holders of Capital Stock as to any class of the Capital
Stock that may be issued and offered by the Company pursuant to Section 2.2(a)
of this Agreement; and

                 (c)      To amend the estatutos sociales of the Company to
conform to the requirements imposed by any regulatory body, including without
limitation the CNBV and the SEC.

At that Extraordinary General Meeting, the Controlling Trust shall, and shall
cause its Affiliates to, vote in favor of each of the items in this Section.

                 2.11             Third Party Registration Rights.  The Company
shall not provide demand registration rights to any other Person without the
consent of the Investor Representative.  The Company shall not provide
piggyback offering rights to any other Person without the consent of the
Investor Representative.





                                    F-24
<PAGE>   146

                                  ARTICLE III

                                  TERMINATION

         3.1     Termination.  The provisions of Article II of this Agreement
shall terminate in respect of all Parties upon the written consent of all of
(i) the Company, (ii) the Parties (other than the Investor and Affiliates
thereof) who then hold Capital Stock representing at least a majority of the
Fully-Diluted Series A Shares then held by all of the Parties (other than the
Investor and Affiliates thereof) and (iii) the Investor Representative.  A
Person who ceases to hold any Capital Stock and who ceases to beneficially own
any Capital Stock shall cease to be a Party and shall have no further rights
under this Agreement except with respect to the rights that such Person may
have hereunder against any other Party by reason of such Party's prior breach
of this Agreement and rights that expressly survive such event.  A Party's
rights and obligations under Section 2.8 shall survive each such event.

                                 ARTICLE IV

                                 MISCELLANEOUS

         4.1     Amendment and Waiver.  Any provision of this Agreement may be
altered, supplemented, amended, or waived only by the written consent of each
of (i) the Company, (ii) the Investor Representative, and (iii) the Parties
(other than the Investor and Affiliates thereof) who then beneficially own
shares of Fully-Diluted Series A Shares representing at least a majority of the
Fully-Diluted Series A Shares beneficially owned by all of the Parties (other
than the Investor and Affiliates thereof) and whose rights are adversely
affected by such alteration, supplement, amendment or waiver.  Such alteration,
supplement, amendment or waiver shall be binding upon all Parties.  No failure
or delay by any Party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.  The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.


         4.2     Specific Performance.  The Parties recognize that the
obligations imposed on them in this Agreement are special, unique, and of
extraordinary character, and that in the event of breach by any Party, damages
will be an insufficient remedy; consequently, it is agreed that any of the
Parties may have specific performance and injunctive relief (in addition to
damages) as a remedy for the enforcement hereof, without proving damages.  The
Controlling Trust and the Family Trust shall take all action within its power
required to cause the Company to comply with the terms of this Agreement.

         4.3     Assignment.  Except as otherwise expressly provided herein,
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of each of the Parties.  No
such assignment shall relieve the Company, the Controlling Trust or the Family
Trust from any liability hereunder, and no such assignment shall relieve the
Investor from any liability under Article II with respect to Capital Stock sold
by the Investor in an Offering or otherwise.  The Parties consent to the
assignment of rights under this Agreement by any Investor





                                    F-25
<PAGE>   147
to any Person purchasing Capital Stock from the Investor in a transaction that
is (i) permitted under the Shareholders' Agreement, and (ii) not effected
through the means of a broker-dealer on the Bolsa, the Mexican intermediate
securities market, on any securities exchange, the Nasdaq Stock Market, or any
other inter-dealer quotation system on which the Capital Stock (or CPOs or
American Depositary Shares or Receipts for such Capital Stock) is then listed,
and if such transferee becomes such Investor hereunder then the assigning
Investor shall be released of its obligations hereunder to the extent of the
rights so assigned.

         4.4     Notices.  All notices, requests and other communications to
any Party shall be in writing (including telex, facsimile transmission or
similar writing) and shall be given to such Party by messenger, telex, or
facsimile transmission (a) at its address, facsimile number or telex number set
forth on the signature pages hereof, or (b) such other address, facsimile
number or telex number as a Party may hereafter specify for the purpose by
notice to each of the other Parties.  Each such notice, request or other
communication shall be effective (i) if given by telex, when such telex is
transmitted to the telex number specified in this Section and the appropriate
answer back is received, (ii) if given by facsimile transmission, when
transmitted to the facsimile number specified in or pursuant to this Section
and electronic confirmation of receipt is received, (iii) if given by messenger
or any other means, when delivered at the address specified in or pursuant to
this Section.

         4.5     Counterparts.  This Agreement may be executed in two or more
counterparts and each counterpart shall be deemed to be an original and which
counterparts together shall constitute one and the same agreement of the
Parties hereto.

         4.6     Section Headings.  Headings contained in this Agreement are
inserted only as a matter of convenience and in no way define, limit or extend
the scope or intent of this Agreement or any provisions hereof.


         4.7     Governing Law; Submission to Jurisdiction; Service of Process.
This Agreement shall be governed by and construed in accordance with the laws
of the State of New York, without regard to principles of conflicts of laws.


                 (a)      Each Party irrevocably submits to the jurisdiction of
the Supreme Court of the State of New York, County of New York, the U.S.
District Court for the Southern District of New York and any appellate court or
body thereto (collectively, the "New York Courts") and to the courts of its own
corporate domicile, with respect to actions brought against it as a defendant,
over any suit, action or proceeding arising out of or relating to this
Agreement.  In addition, each Party irrevocably submits to the jurisdiction of
the state and federal courts located in the jurisdiction in which such Party
has been organized in connection with any such suit, action or proceeding that
may be brought against such Party as a defendant.  Each Party irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action
or proceeding brought in such court has been brought in an inconvenient forum,
and further agrees that a final judgment in any such suit, action or proceeding
brought in such court shall be conclusive and binding such Party.





                                    F-26
<PAGE>   148
                 (b)      Each of the Company, the Controlling Trust and the
Family Trust hereby  appoints CT Corporation System, having offices on the date
hereof at 1633 Broadway, New York, New York  10019 (the "Process Agent"), as
its authorized agent to accept and acknowledge on its behalf service of any and
all process which may be served in any suit, action or proceeding of the nature
referred to above in any New York Court.  Each of the Company, the Controlling
Trust and the Family Trust agrees that it shall take any and all reasonable
action, including the execution and filing of any and all documents, that may
be necessary to continue the foregoing designations and appointments in full
force and effect and to cause the Process Agent to continue to act in such
capacity.  If the Process Agent shall desire to cease so to act, each of the
Company and the Controlling Trust agrees that prior to the Process Agent
ceasing so to act it shall designate and appoint without delay another such
agent in such jurisdiction satisfactory to the Investor Representative and, if
requested by the Investor Representative, shall promptly deliver to the
Investor Representative evidence in writing of such other agent's acceptance of
such appointment in form and substance reasonably acceptable to the Investor
Representative.

                 (c)      Each of the Company, the Controlling Trust and the
Family Trust consents to process being served in any suit, action or proceeding
of the nature referred to in Section 4.7(b) by serving a copy thereof upon the
Process Agent.  If the service upon the Process Agent shall not be possible or
shall otherwise be impractical after reasonable efforts to effect the same,
each of the Company, the Controlling Trust and the Family Trust consents to
process being served in any suit, action or proceeding of the nature referred
to in Section 4.7(b) in any manner then permissible under applicable law, by
the mailing of a copy thereof by registered or certified airmail, postage
prepaid, return receipt requested, to the address of that Party specified in or
pursuant to Section 4.4.  Each of the Company, the Controlling Trust and the
Family Trust irrevocably waives, to the fullest extent permitted by law, all
claim of error by reason of any such service and agrees that such service (i)
shall be deemed in every respect effective service of process upon such Party
in any such suit, action or proceeding and (ii) shall to the fullest extent
permitted by law, be taken and held to be valid personal service upon and
personally delivery to such Party.

                 (d)      Nothing in this Section 4.7 shall affect any right of
any Party to serve process in any manner permitted by law or limit the right of
any Party to bring proceedings against the other Parties in the courts of any
jurisdiction or jurisdictions or to bring proceedings in more than one
jurisdiction concurrently.

         4.8     WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


         4.9     Waiver of Immunity.  To the extent that any Party has or
hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service or notice, attachment prior to judgment,
attachment in aid or execution, or otherwise) with respect to itself or its
property, such Party hereby irrevocably waives such immunity in respect of its
obligations under this Agreement to the extent permitted by applicable law and,
without limiting the generality of the foregoing, agrees that the waivers set
forth in this Section 4.9 shall have effect to the fullest extent




                                    F-27
<PAGE>   149
permitted under the Foreign Sovereign Immunities Act of 1976 of the United
States of America and are intended to be irrevocable for purposes of such Act.

         4.10    Dollars.


                 (a)      All sums expressed herein or to be paid hereunder
shall be calculated or paid, as applicable, in United States Dollars.  If for
purposes of this Agreement or for the purpose of obtaining judgment in any
court or arbitral body it is necessary to convert any currency into Dollars,
then the Parties hereto agree, to the fullest extent that they may legally and
effectively do so, that the rate of exchange used for such conversion shall be
that published or announced by Chase Manhattan Bank, N.A. in New York, New
York, United States, on the Business Day immediately preceding the day on which
such calculation is to be made or such judgment is final.

                 (b)      The obligations of the Company, the Controlling Trust
and the Family Trust in respect of any sum due from it to the Investor (or any
Person in whose name or for whose benefit the Investor holds Registrable
Securities) hereunder shall, notwithstanding any judgment in a currency other
than United States Dollars, be discharged only to the extent that, on the
Business Day next succeeding receipt by the Investor (or Person) of any sum
adjudged to be so due in the judgment currency, the Investor (or Person) may,
in accordance with normal banking procedures, purchase United States Dollars
with the judgment currency.  If the United States Dollars so purchased (less
all exchange fees and related charges) are less than the sum originally due to
the Investor (or Person) in United States Dollars, the Company, the Controlling
Trust and the Family Trust agree, as a separate obligation and notwithstanding
any such judgment, to indemnify the Investor (or Person) against such loss; and
if the United States Dollars so purchased exceed the sum originally due to the
Investor (or Person) in Dollars, the Investor shall (or shall cause such Person
to) remit such excess to the Company, the Controlling Trust or the Family
Trust.

         4.11    English Language.  In the construction and interpretation of
the terms and provisions of this Agreement, the English language version of
this Agreement shall be the official version of this Agreement and any version
of this Agreement that has been translated into another language shall have no
force and effect, except for purposes of enforcing this Agreement in a court of
law that requires that the Agreement be presented in another language, in which
case the authenticated translation of this Agreement into that language made by
an officially certified translator selected by the Investor Representative
shall be binding.

         4.12    Entire Agreement.  This Agreement, the Acquisition Agreement,
the other Transaction Documents, and that Further Assurances Agreement dated as
of July 9, 1998, between the Investor Companies and each of the Family
Shareholders (together with the Exhibits and Schedules hereto and thereto)
contain the entire understanding of the Parties hereto respecting the subject
matter hereof and supersede all prior agreements, discussions and
understandings with respect thereto.

         4.13    Cumulative Rights.  The rights of each of the Parties under
this Agreement are cumulative and in addition to all similar and other rights
of the Parties under other agreements.


         4.14    Severability. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable under any present or future law, and if the
rights or obligations of the Parties under this





                                    F-28
<PAGE>   150
Agreement shall not be materially and adversely affected thereby such provision
shall be fully severable, this Agreement shall be construed and enforced as if
such illegal, invalid, or unenforceable provision had never comprised a part
hereof, the remaining provisions of this Agreement shall remain in full force
and effect and shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance herefrom, and in lieu of such illegal, invalid,
or unenforceable provision, there shall be added automatically as a part of
this Agreement a legal, valid, and enforceable provision as similar in terms to
such illegal, invalid, or unenforceable provision as may be possible.


                         [SIGNATURES ON FOLLOWING PAGE]





                                    F-29
<PAGE>   151
         IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the Parties or the duly authorized officers of each of the
Parties, as appropriate, effective as of the date first written above.


                                    GRUPO RADIO CENTRO, S.A. DE C.V.



                                    By:
                                       -----------------------------------------
                                    Name:
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                                    Title:
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                                    Address:
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                                    By:
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                                    Address:
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                                    CHANCELLOR MEXICO LLC


                                    By:      CHANCELLOR MEDIA CORPORATION
                                             Its Sole Member


                                    By:
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                                    Name:
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                                    Title:
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                                    Address:
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                                      F-30
<PAGE>   152



                                    BANCOMER, S.A.,
                                    INSTITUCION DE BANCA MULTIPLE
                                    As Trustee of the Family Trust 
                                    (No. F/29307-6)



                                    By:
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                                    Name:
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                                    Title:
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                                    Address:
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                                    By:
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                                    Name:
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                                    Title:
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                                    Address:
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                                    BANCOMER, S.A.,
                                    INSTITUCION DE BANCA MULTIPLE
                                    As Trustee of the 1992 Trust (No. F/23020-1)



                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------
                                    Address:
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                                    By:
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                                    Name:
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                                    Title:
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                                    Address:
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                                      F-31