<PAGE>   1
                                                                    EXHIBIT 4.39

                                FIFTH AMENDMENT
                 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT

                 THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN
AGREEMENT (this "Amendment") made as of the 1st day of May, 1998, among
Chancellor Media Corporation of Los Angeles, a Delaware corporation (formerly
known as Evergreen Media Corporation of Los Angeles) (the "Borrower"), the
financial institutions whose names appear as Lenders on the signature pages
hereto (collectively, the "Lenders"), Toronto Dominion (Texas), Inc., Bankers
Trust Company, The Bank of New York, NationsBank of Texas, N.A. and Union Bank
of California (collectively, the "Managing Agents"), Toronto Dominion Securities
(USA), Inc. (the "Syndication Agent") and Toronto Dominion (Texas), Inc., as
administrative agent for the Lenders (the "Administrative Agent"),

                              W I T N E S S E T H:

                 WHEREAS, the Borrower, the Lenders, the Managing Agents, the
Syndication Agent and the Administrative Agent are parties to that certain
Second Amended and Restated Loan Agreement dated as of April 25, 1997, as
modified and amended by that certain First Amendment to Second Amended and
Restated Loan Agreement dated as of June 26, 1997, as further modified and
amended by that certain Second Amendment to Second Amended and Restated Loan
Agreement dated as of August 7, 1997, as further modified by that certain Third
Amendment to Second Amended and Restated Loan Agreement dated as of October 28,
1997, and as further modified and amended by that certain Fourth Amendment to
Second Amended and Restated Loan Agreement dated as of February 10, 1998 (as
amended, the "Loan Agreement"); and

                 WHEREAS, the Borrower has requested the Administrative Agent,
the Managing Agents, the Syndication Agent and the Lenders to agree to amend
certain covenants in the Loan Agreement as more fully set forth herein;

                 NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the
parties agree that all capitalized terms used herein shall have the meanings
ascribed thereto in the Loan Agreement except as otherwise defined or limited
herein, and further agree as follows:

         1.      Amendment to Article 1.  Article 1 of the Loan Agreement,
Definitions, is hereby modified by deleting the existing definition of
"Subordinated Indebtedness" and by substituting the following therefor:

                          "'Subordinated Indebtedness' shall mean (a) the CRBC
                 Subordinated Indebtedness assumed by the Borrower, (b) the KMC
                 Subordinated Notes assumed by the Borrower, and (c) any other
                 Indebtedness for Money Borrowed or Guaranties thereof of the
                 Borrower or the Parent Company or KMG or CMHC, which is
                 expressly subordinated to the Obligations and which, in
                 addition, meets each of the following criteria: (i) such
                 Indebtedness for Money Borrowed or Guarantees thereof shall be
                 unsecured; (ii) such Indebtedness for Money Borrowed shall
                 have no amortization of principal prior to the Maturity Date
                 and shall mature at least one year and one day after the
                 Maturity Date; (iii) the terms, provisions and covenants of
                 such Indebtedness for Money Borrowed and any subordinated
                 unsecured
<PAGE>   2
                 Guarantees must (A) be less restrictive than, and not in
                 conflict with, the terms, provisions and covenants set forth
                 in the Loan Documents, and (B) not be cross-defaulted to the
                 Loan Documents (except for the occurrence of an Event of
                 Default as a result of the Borrower's failure to pay the
                 Obligations in full on the Maturity Date or the acceleration
                 of the Obligations under Section 8.2(a)(ii) or Section
                 8.2(b)); (iv) the documentation of the subordination
                 provisions therefor shall prohibit the payment of principal,
                 interest and fees on such Indebtedness for Borrowed Money upon
                 the occurrence, and during the continuation, of an Event of
                 Default under Section 8.1(b) hereof, and shall prohibit the
                 payment of principal, interest and fees on such Indebtedness
                 for Borrowed Money for a period of 179 days after the
                 occurrence of any Event of Default under Section 8.1 (other
                 than Section 8.1(b)), and shall otherwise be acceptable to the
                 Administrative Agent; (v) no Default or Event of Default shall
                 exist either immediately prior to, and giving effect to, the
                 incurrence of such Indebtedness for Borrowed Money; and (vi)
                 such Indebtedness for Money Borrowed shall not be incurred
                 unless, prior to its incurrence, the Borrower shall have
                 delivered to each of the Lenders updated financial projections
                 (prepared in good faith and using assumptions reasonable under
                 the circumstances) demonstrating that, after giving effect to
                 the incurrence of such Indebtedness for Money Borrowed,
                 compliance with all financial covenants under this Agreement
                 is maintained from the date of such projections through the
                 Maturity Date."


         2.      Amendment to Article 7.  (a) Section 7 of the Loan Agreement,
Negative Covenants, is hereby modified and amended by deleting subsection (vii)
of Section 7.1, "Indebtedness of the Borrower and its Subsidiaries," and by
substituting the following therefor:

                          "(vii)  (a) On and after the Merger Date, (x) CRBC
                 Subordinated Indebtedness (provided that any financial
                 covenants set forth in the documents governing the CRBC
                 Subordinated Indebtedness which are more restrictive than the
                 financial covenants set forth in this Article 7 shall be
                 amended to be no more restrictive prior to such assumption of
                 the CRBC Subordinated Indebtedness), or (y) any Subordinated
                 Indebtedness issued solely to refinance the CRBC Subordinated
                 Indebtedness and which does not increase the principal amount
                 thereof, (b) the Subordinated Indebtedness evidenced by the
                 KMC Subordinated Notes and (c) additional Subordinated
                 Indebtedness (including unsecured, subordinated Guaranties
                 issued by the Borrower or any of its Subsidiaries of
                 Subordinated Indebtedness issued by the Parent Company, CMHC
                 or KMG) in an aggregate principal amount not exceeding
                 $900,000,000, any one time outstanding; provided, however,
                 that amounts of additional Subordinated Indebtedness in excess
                 of $500,000,000 under this clause (c) may be incurred or
                 assumed only upon conversion of the Borrower's Preferred Stock
                 (limited for purposes hereof to its 12 1/4% Senior PIK
                 Exchangeable Preferred Stock and its 12% Junior PIK
                 Exchangeable Preferred Stock) into Subordinated
                 Indebtedness;..."


                                     - 2 -
<PAGE>   3
         (b)     Section 7 of the Loan Agreement shall be further modified and
amended by deleting subsection (v) of Section 7.7, "Restricted Payments and
Purchases," and by substituting the following therefor:

                 "(v) for the sole purpose of purchasing, redeeming, acquiring
                 or retiring the Borrower's Preferred Stock (limited for
                 purposes hereof to its 12 1/4% Senior PIK Exchangeable
                 Preferred Stock and to its 12% Junior PIK Exchangeable
                 Preferred Stock), or Subordinated Indebtedness into which such
                 Preferred Stock is exchanged, additional funds made available
                 to the Borrower through the issuance by the Parent Company
                 after the date of the Fourth Amendment to this Agreement of
                 additional equity, the proceeds of which are contributed as
                 equity to the Borrower. . ."

         3.      No Other Amendments or Waivers.  Except for the amendments set
forth above, the text of the Loan Agreement and the other Loan Documents shall
remain unchanged and in full force and effect, and the Lenders and the
Administrative Agent expressly reserve the right to require strict compliance
with the terms of the Loan Agreement and the other Loan Documents.

         4.      Effectiveness; Conditions Precedent.  Upon execution of this
Amendment by the Required Lenders, the provisions of this Amendment shall be
effective subject only to the prior fulfillment of each of the following
conditions:

                 (a)      The representations and warranties of the Borrower
under the Loan Agreement and of other obligors under the other Loan Documents
shall be true and correct as of the date hereof, and no Default or Event of
Default shall exist as of the date hereof; and

                 (b)      The Administrative Agent's receipt of all such other
certificates, reports, statements, or other documents as the Administrative
Agent, any Managing Agent, or any Lender may reasonably request.

         5.      Counterparts.  This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.

         6.      Governing Law.  This Amendment shall be deemed to be made
pursuant to the laws of the State of New York with respect to agreements made
and to be performed wholly in the State of New York and shall be construed,
interpreted, performed and enforced in accordance therewith.

         7.      Loan Document.  This Amendment shall be deemed to be a Loan
Document for all purposes under the Loan Agreement.



               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                     - 3 -
<PAGE>   4
         IN WITNESS WHEREOF, the parties hereto have caused their respective
duly authorized officers or representatives to execute and deliver this
Amendment as of the day and year first above written.


BORROWER:                              CHANCELLOR MEDIA CORPORATION OF LOS
                                       ANGELES, a Delaware corporation


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:  Chief Financial Officer

                                               Attest:                          
                                                        ------------------------
                                                        Name:                   
                                                              ------------------
                                                        Its:  Vice President


ADMINISTRATIVE AGENT:                  TORONTO DOMINION (TEXAS), INC., a
                                       Delaware corporation

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:  Vice President



COLLATERAL AGENT:                      TORONTO DOMINION (TEXAS), INC., a
                                       Delaware corporation

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:  Vice President



ISSUING BANK:                          THE TORONTO-DOMINION BANK


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:  Manager





                     [SIGNATURES CONTINUE ON FOLLOWING PAGE]

FIFTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 1
<PAGE>   5
MANAGING AGENTS                        TORONTO DOMINION (TEXAS), INC., a
AND LENDERS:                           Delaware corporation


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:  Vice President


                                       THE BANK OF NEW YORK


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       NATIONSBANK OF TEXAS, N.A.


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Senior Vice President


                                       UNION BANK OF CALIFORNIA


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       BANKERS TRUST COMPANY


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       MERRILL LYNCH SENIOR FLOATING RATE FUND,
                                       INC.


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Authorized Signatory





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FIFTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 2
<PAGE>   6
                                       VAN KAMPEN AMERICAN CAPITAL PRIME RATE
                                       INCOME TRUST


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:  Senior Vice President &
                                                     Director


                                       BANK OF AMERICA NT&SA

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       BANKBOSTON, N.A.


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Director


                                       BANQUE PARIBAS, LOS ANGELES AGENCY


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Group Vice President


                                       BARCLAYS BANK PLC


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Associate Director





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FIFTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
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<PAGE>   7
                                       COMPAGNIE FINANCIERE DE CIC ET DE
                                       L'UNION EUROPEENNE


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       CREDIT LYONNAIS, NEW YORK BRANCH


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       CREDIT SUISSE FIRST BOSTON


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Director


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       THE DAI-ICHI KANGYO BANK, LTD.


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       KEY CORPORATE CAPITAL INC.


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President





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FIFTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
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<PAGE>   8
                                       SOCIETE GENERALE


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       BANK OF MONTREAL


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Senior Vice President


                                       CORESTATES BANK, N.A.


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       FLEET NATIONAL BANK


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Assistant Vice President


                                       THE FUJI BANK, LIMITED, HOUSTON AGENCY


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President & Manager


                                       THE LONG-TERM CREDIT BANK OF JAPAN,
                                       LIMITED, NEW YORK BRANCH


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Joint General Manager





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FIFTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
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<PAGE>   9
                                       MELLON BANK, N.A.


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       PNC BANK, NATIONAL ASSOCIATION


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       SANWA BANK LIMITED


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       THE BANK OF NOVA SCOTIA


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:  Authorized Signatory


                                       THE SUMITOMO BANK, LTD.


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President and Manager


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       SUNTRUST BANK, CENTRAL FLORIDA, N.A.

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President





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FIFTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
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<PAGE>   10
                                       ABN-AMRO BANK, N.V. - HOUSTON AGENCY


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Group Vice President


                                       DRESDNER BANK AG, NEW YORK BRANCH


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Assistant Treasurer


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       SUMMIT BANK


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       THE TOKAI BANK, LIMITED


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Assistant General Manager





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FIFTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 7
<PAGE>   11
                                       UNION BANK OF SWITZERLAND, NEW YORK
                                       BRANCH

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------


                                       WELLS FARGO BANK (TEXAS), NATIONAL
                                       ASSOCIATION


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Banking Officer


                                       BANK OF IRELAND


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Account Manager


                                       CREDIT AGRICOLE INDOSUEZ


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:     Senior Vice President/
                                                        Branch Manager


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                   -----------------------------



                                       CRESTAR BANK


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President





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FIFTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 8
<PAGE>   12
                                       MERITA BANK, LTD., NEW YORK BRANCH


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       NATIONAL CITY BANK


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       THE ROYAL BANK OF SCOTLAND PLC


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       RIGGS BANK, N.A.


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       THE SUMITOMO TRUST & BANKING CO., LTD.,
                                       NEW YORK BRANCH


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Senior Vice President





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FIFTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 9
<PAGE>   13
                                       NATIONAL BANK OF CANADA


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Vice President


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Assistant Vice President


                                       CITY NATIONAL BANK


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its: Senior Vice President


                                       SENIOR DEBT PORTFOLIO


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------


                                       BANK OF SCOTLAND


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------


                                       NATEXIS BANQUE


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------
                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------





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FIFTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 10
<PAGE>   14
                                       HELLER FINANCIAL, INC.


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------

                                       GOLDMAN SACHS CREDIT PARTNERS, L.P.

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------

                                       BEAR STEARNS INVESTMENT PRODUCTS, INC.

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------

                                       GULF INTERNATIONAL BANK B.S.C.

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------


                                       THE CHASE MANHATTAN BANK

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------


                                       THE INDUSTRIAL BANK OF JAPAN, LIMITED

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------

                                       THE MITSUBISHI TRUST AND BANKING
                                       CORPORATION

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------

                                       CITIBANK, N.A.

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------





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FIFTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 11
<PAGE>   15
                                       FIRST UNION NATIONAL BANK

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------


                                       OCTAGON CREDIT INVESTORS LOAN PORTFOLIO
                                       (a unit of The Chase Manhattan Bank)


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------


                                       KZH-ING-1 CORPORATION


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------


                                       PARIBAS CAPITAL FUNDING LLC


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------


                                       PRIME INCOME TRUST

                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------

                                       CYPRESSTREE INVESTMENT MANAGEMENT, INC.


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------


                                       FIRSTRUST


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------





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FIFTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 12
<PAGE>   16
                                       COMMERCIAL LOAN FUNDING TRUST I
                                       By: Lehman Commercial Paper, Inc., not in
                                       its individual capacity but solely as
                                       administrative agent


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------


                                       GENERAL ELECTRIC CAPITAL CORPORATION


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------


                                       COMMERZBANK AG, NEW YORK BRANCH


                                       By:                                      
                                               ---------------------------------
                                               Name:                            
                                                     ---------------------------
                                               Its:                             
                                                    ----------------------------





FIFTH AMENDMENT TO CHANCELLOR LOAN AGREEMENT
Signature Page 13