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                                                                  Exhibit 10.12

                              BIG CITY RADIO, INC.

                                  $174,000,000

                     11 1/4% Senior Discount Notes due 2005


                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                 March 17, 1998

CHASE SECURITIES INC.
DONALDSON, LUFKIN & JENRETTE
  SECURITIES CORPORATION
BT ALEX BROWN INCORPORATED
ING BARING (U.S.) SECURITIES, INC.
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York  10017


Ladies and Gentlemen:

     Big City Radio, Inc., a Delaware corporation (the "Company"), proposes
to issue and sell to Chase Securities Inc. ("CSI"), Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJ"), BT Alex Brown Incorporated ("Alex
Brown"), ING Baring (U.S.) Securities, Inc. ("INGBS," and together with CSI,
DLJ and Alex Brown, the "Initial Purchasers"), upon the terms and subject to
the conditions set forth in a purchase agreement dated March 12, 1998 (the
"Purchase Agreement"), $174,000,000 aggregate principal amount of its 11 1/4%
Senior Discount Notes due 2005 (the "Notes"), which Notes are guaranteed (the
"Guarantees") by the subsidiary guarantors (the "Subsidiary Guarantors")
named on the signature pages hereof (the Guarantees and the Notes are
collectively referred to herein as the "Securities"). Capitalized terms used
but not defined herein shall have the meanings given to such terms in the
Purchase Agreement.

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     As an inducement to the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Company and the Subsidiary Guarantors
agree with the Initial Purchasers, for the benefit of the holders (including
the Initial Purchasers) of the Securities, the Exchange Securities (as
defined herein) and the Private Exchange Securities (as defined herein)
(collectively, the "Holders"), as follows:

     1. Registered Exchange Offer. The Company and the Subsidiary Guarantors
shall (i) prepare and, not later than 60 days following the date of original
issuance of the Securities (the "Issue Date"), file with the Commission a
registration statement (the "Exchange Offer Registration Statement") on an
appropriate form under the Securities Act with respect to a proposed offer to
the Holders of the Securities (the "Registered Exchange Offer") to issue and
deliver to such Holders, in exchange for the Securities, a like aggregate
principal amount of debt securities of the Company guaranteed on a like basis
by the Subsidiary Guarantors (such debt securities and guarantees,
collectively the "Exchange Securities") that are identical in all material
respects to the Securities, except for the transfer restrictions relating to
the Securities, (ii) use their reasonable best efforts to cause the Exchange
Offer Registration Statement to become effective under the Securities Act no
later than 150 days after the Issue Date and the Registered Exchange Offer to
be consummated no later than 180 days after the Issue Date and (iii) keep the
Exchange Offer Registration Statement effective for not less than 30 days (or
longer, if required by applicable law) after the date on which notice of the
Registered Exchange Offer is mailed to the Holders (such period being called
the "Exchange Offer Registration Period"). The Exchange Securities will be
issued under the Indenture or an indenture (the "Exchange Securities
Indenture") by and among the Company, the Subsidiary Guarantors and the
Trustee or such other bank or trust company that is reasonably satisfactory
to the Initial Purchasers, as trustee (the "Exchange Securities Trustee"),
such indenture to be identical in all material respects to the Indenture,
except for the transfer restrictions relating to the Securities (as described
above).

     Upon the effectiveness of the Exchange Offer Registration Statement, the
Company and the Subsidiary Guarantors shall as promptly as practicable
commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder electing to exchange
Securities for Exchange Securities (assuming that such Holder (a) is not an
affiliate (as defined in Rule 405 under the Securities Act) of the Company or
the Subsidiary Guarantors or an Exchanging Dealer (as defined herein) not
complying with the requirements of the next sentence, (b) is not an Initial
Purchaser holding Securities that have, or that are reasonably likely to
have, the status of an unsold allotment in an initial distribution, (c)
acquires the Exchange Securities in the ordinary course of such Holder's
business and (d) has no arrangements or understandings with any person to
participate in the distribution of the Exchange Securities) and to trade such
Exchange Securities from and after their receipt without any limitations or
restrictions under the Securities Act and without material restrictions under
the securities laws of the

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several states of the United States. The Company, the Subsidiary Guarantors,
the Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant
to current interpretations by the Commission's staff of Section 5 of the
Securities Act, each Holder that is a broker-dealer electing to exchange
Securities, acquired for its own account as a result of market-making
activities or other trading activities, for Exchange Securities (an
"Exchanging Dealer"), is required to deliver a prospectus containing
substantially the information set forth in Annex A hereto on the cover, in
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section and in Annex C hereto in the "Plan of Distribution"
section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer. In addition, each Holder that is not an
Exchanging Dealer will be required to represent that it is not engaged, and
does not intend to engage in, the distribution (as defined in the Securities
Act) of the Exchange Securities.

     If, prior to the consummation of the Registered Exchange Offer, any
Holder holds any Securities acquired by it that have, or that are reasonably
likely to be determined to have, the status of an unsold allotment in an
initial distribution, or any Holder is not entitled to participate in the
Registered Exchange Offer, the Company and the Subsidiary Guarantors shall,
upon the request of any such Holder and receipt of an opinion of counsel for
such Holder, reasonably satisfactory in form and substance to outside counsel
of the Company, to the effect that the Private Exchange (as defined below)
does not require compliance with the registration requirements of the
Securities Act, simultaneously with the delivery of the Exchange Securities
in the Registered Exchange Offer, issue and deliver to any such Holder, in
exchange for the Securities held by such Holder (the "Private Exchange"), a
like aggregate principal amount of debt securities of the Company guaranteed
on a like basis by the Subsidiary Guarantors (such debt securities and
guarantees, collectively the "Private Exchange Securities") that are
identical in all material respects to the Exchange Securities, except for the
transfer restrictions relating to such Private Exchange Securities. The
Private Exchange Securities will be issued under the same indenture as the
Exchange Securities, and the Company and the Subsidiary Guarantors shall use
their reasonable best efforts to cause the Private Exchange Securities to
bear the same CUSIP number as the Exchange Securities.

     In connection with the Registered Exchange Offer, the Company and the
Subsidiary Guarantors shall:

     (a) mail to each Holder a copy of the prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;

     (b) keep the Registered Exchange Offer open for not less than 30 days
(or longer, if required by applicable law) after the date on which notice of
the Registered Exchange Offer is mailed to the Holders;

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     (c) utilize the services of a depositary for the Registered Exchange
Offer with an address in the Borough of Manhattan, The City of New York;

     (d) permit Holders to withdraw tendered Securities at any time prior to
the close of business, New York City time, on the last business day on which
the Registered Exchange Offer shall remain open; and

     (e) otherwise comply in all respects with all laws that are applicable
to the Registered Exchange Offer.

     As soon as practicable after the close of the Registered Exchange Offer
and any Private Exchange, as the case may be, the Company and the Subsidiary
Guarantors shall:

     (a) accept for exchange all Securities tendered and not validly
withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;

     (b) deliver or deposit with the Trustee for cancellation all Securities
so accepted for exchange; and

     (c) cause the Trustee or the Exchange Securities Trustee, as the case
may be, promptly to authenticate and deliver to each Holder, Exchange
Securities or Private Exchange Securities, as the case may be, equal in
principal amount to the Securities of such Holder so accepted for exchange.

     The Company and the Subsidiary Guarantors shall use their reasonable
best efforts to keep the Exchange Offer Registration Statement effective and
to amend and supplement the prospectus contained therein in order to permit
such prospectus to be used by all persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such persons
must comply with such requirements in order to resell the Exchange
Securities; provided that (i) in the case where such prospectus and any
amendment or supplement thereto must be delivered by an Exchanging Dealer,
such period shall be the lesser of 180 days and the date on which all
Exchanging Dealers have sold all Exchange Securities held by them and (ii)
the Company and the Subsidiary Guarantors shall make such prospectus and any
amendment or supplement thereto available to any broker-dealer for use in
connection with any resale of any Exchange Securities for a period of not
less than 90 days after the consummation of the Registered Exchange Offer.

     The Indenture or the Exchange Securities Indenture, as the case may be,
shall provide that the Securities, the Exchange Securities and the Private
Exchange Securities shall vote and consent together on all matters as one
class and that none of the Securi-

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ties, the Exchange Securities or the Private Exchange Securities will have
the right to vote or consent as a separate class on any matter.

     The Exchange Securities and Private Exchange Securities issued pursuant
to the Registered Exchange Offer and the Private Exchange will accrete in
value from the Accreted Value (as defined in the Indenture) at the last
accretion date on the Securities surrendered in exchange therefor or, if no
accretion has been made on the Securities, from the Issue Date. Interest
payable in cash on each Exchange Security and Private Exchange Security
issued pursuant to the Registered Exchange Offer and in the Private Exchange
will accrue from the last interest payment date on which interest was paid on
the Securities surrendered in exchange therefor or, if no interest has been
paid on the Securities, from March 15, 2001.

     Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company and the Subsidiary Guarantors that at
the time of the consummation of the Registered Exchange Offer (i) any
Exchange Securities received by such Holder will be acquired in the ordinary
course of such Holder's business, (ii) such Holder will have no arrangements
or understanding with any person to participate in and is not participating
in, and does not intend to participate in, the distribution of the Securities
or the Exchange Securities within the meaning of the Securities Act and (iii)
such Holder is not an affiliate (as defined in Rule 405 under the Securities
Act) of the Company or the Subsidiary Guarantors or an Exchanging Dealer; or
if it is such an affiliate or such an Exchanging Dealer such Holder will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable.

     Notwithstanding any other provisions hereof, the Company and the Subsidiary
Guarantors will ensure that (i) any Exchange Offer Registration
Statement and any amendment thereto and any prospectus forming part thereof
and any supplement thereto complies in all material respects with the
Securities Act and the rules and regulations of the Commission thereunder,
(ii) any Exchange Offer Registration Statement and any amendment thereto does
not, when it becomes effective, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any
prospectus forming part of any Exchange Offer Registration Statement, and
any supplement to such prospectus, does not, as of the consummation of the
Registered Exchange Offer, include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

     2. Shelf Registration. If (i) because of any change in law or applicable
interpretations thereof by the Commission's staff the Company and the
Subsidiary Guarantors are not permitted to effect the Registered Exchange
Offer as contemplated by Section 1 hereof, or (ii) any Securities validly
tendered pursuant to the Registered Exchange Offer and not withdrawn or are
not exchanged for Exchange Securities within 180 days after the

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Issue Date, or (iii) any Initial Purchaser so requests with respect to
Securities or Private Exchange Securities not eligible to be exchanged for
Exchange Securities in the Registered Exchange Offer pursuant to the terms of
this Agreement and held by it following the consummation of the Registered
Exchange Offer, or (iv) any applicable law or interpretations do not permit
any Holder to participate in the Registered Exchange Offer, or (v) any Holder
that participates in the Registered Exchange Offer does not receive freely
transferable Exchange Securities in exchange for tendered Securities, or (vi)
the Company and the Subsidiary Guarantors so elect, then the following
provisions shall apply:

     (a) The Company and the Subsidiary Guarantors shall use their reasonable
best efforts to file as promptly as practicable (but in no event more than 60
days after so required or requested pursuant to this Section 2) with the
Commission, and thereafter shall use their reasonable best efforts to cause
to be declared effective, a shelf registration statement on an appropriate
form under the Securities Act relating to the offer and sale of the Transfer
Restricted Securities (as defined below) by the Holders thereof from time to
time who satisfy certain conditions relating to the provision of information
in connection with the Shelf Registration Statement, in accordance with the
methods of distribution set forth in such registration statement (hereafter,
a "Shelf Registration Statement" and, together with any Exchange Offer
Registration Statement, a "Registration Statement").

     (b) The Company and the Subsidiary Guarantors shall use their reasonable
best efforts to keep the Shelf Registration Statement continuously effective
in order to permit the prospectus forming part thereof to be used by Holders
of Transfer Restricted Securities for a period ending on the earlier of (i)
two years from the Issue Date or such shorter period that will terminate when
all the Transfer Restricted Securities covered by the Shelf Registration
Statement have been sold pursuant thereto or when a subsequent Shelf
Registration Statement covering the Transfer Restricted Securities has been
declared effective under the Securities Act and (ii) the date on which the
Securities become eligible for resale without volume restrictions pursuant to
Rule 144 under the Securities Act (in any such case, such period being called
the "Shelf Registration Period"). The Company and the Subsidiary Guarantors
shall be deemed not to have used their reasonable best efforts to keep the
Shelf Registration Statement effective during the requisite period if the
Company or any of the Subsidiary Guarantors voluntarily takes any action that
would result in Holders of Transfer Restricted Securities covered thereby not
being able to offer and sell such Transfer Restricted Securities during that
period, unless such action is required by applicable law, rules or
regulations or unless the Company and the Subsidiary Guarantors comply with
this Agreement.

     (c) Notwithstanding any other provisions hereof, the Company and the
Subsidiary Guarantors will ensure that (i) any Shelf Registration Statement
and any amendment thereto and any prospectus forming part thereof and any
supplement thereto complies in all material respects with the Securities Act
and the rules and regulations of the Commission thereunder, (ii) any Shelf
Registration Statement and any amendment thereto

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(in either case, other than with respect to information included therein in
reliance upon or in conformity with written information furnished to the
Company or any of the Subsidiary Guarantors by or on behalf of any Holder
specifically for use therein (the "Holders' Information")) does not, when it
becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) any prospectus forming part of
any Shelf Registration Statement, and any supplement to such prospectus (in
either case, other than with respect to Holders' Information), does not
include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

     3. Liquidated Damages. (a) The parties hereto agree that the Holders of
Transfer Restricted Securities will suffer damages if the Company or any of
the Subsidiary Guarantors fails to fulfill its obligations under Section 1 or
Section 2, as applicable, and that it would not be feasible to ascertain the
extent of such damages. Accordingly, if (i) the applicable Registration
Statement is not filed with the Commission on or prior to the 60th day after
the Issue Date, (ii) the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, is not declared effective on or
prior to the 150th day after the Issue Date (or in the case of a Shelf
Registration Statement required to be filed in response to a change in law or
the applicable interpretations of Commission's staff, if later, within 60
days after publication of the change in law or interpretation), (iii) the
Registered Exchange Offer is not consummated on or prior to the 180th day
after the Issue Date, or (iv) the Shelf Registration Statement is filed and
declared effective on or prior to the 150th day after the Issue Date (or in
the case of a Shelf Registration Statement required to be filed in response
to a change in law or the applicable interpretations of Commission's staff,
if later, within 60 days after publication of the change in law or
interpretation) but shall thereafter cease to be effective (at any time that
the Company and the Subsidiary Guarantors are obligated to maintain the
effectiveness thereof) without being succeeded within 30 days by an
additional Registration Statement filed and declared effective (each such
event referred to in clauses (i) through (iv), a "Registration Default"), the
Company and the Subsidiary Guarantors will be obligated to pay liquidated
damages to each Holder of Transfer Restricted Securities, during the period
of one or more such Registration Defaults, in an amount equal to $ 0.192 per
week per $1,000 principal amount (or Accreted Value (as defined in the
Indenture dated the date hereof, among the Company, the Subsidiary Guarantors
and the Trustee) as the case may be) of Transfer Restricted Securities
held by such Holder until (i) the applicable Registration Statement is filed,
(ii) the Exchange Offer Registration Statement is declared effective and the
Registered Exchange Offer is consummated, (iii) the Shelf Registration
Statement is declared effective or (iv) the Shelf Registration Statement
again becomes effective, as the case may be. Following the cure of all
Registration Defaults, the accrual of liquidated damages will cease. As used
herein, the term "Transfer Restricted Securities" means (i) each Security
until the date on which such Security has been exchanged for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) each
Security or Private Exchange Security until the date on which it

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has been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iii) each Security or
Private Exchange Security until the date on which it is distributed to the
public pursuant to Rule 144 under the Securities Act or is saleable pursuant
to Rule 144(k) under the Securities Act. Notwithstanding anything to the
contrary in this Section 3(a), the Company and the Subsidiary Guarantors
shall not be required to pay liquidated damages to a Holder of Transfer
Restricted Securities if such Holder failed to comply with its obligations to
make the representations set forth in the second to last paragraph of Section
1 or failed to provide the information required to be provided by it, if any,
pursuant to Section 4(n).

     (b) The Company shall notify the Trustee and the Paying Agent under the
Indenture immediately upon the happening of each and every Registration
Default. The Company and the Subsidiary Guarantors shall pay the liquidated
damages due on the Transfer Restricted Securities by depositing with the
Paying Agent (which may not be the Company for these purposes), in trust, for
the benefit of the Holders thereof, prior to 10:00 a.m., New York City time,
on the next interest payment date or the next accretion date specified by the
Indenture and the Securities, sums sufficient to pay the liquidated damages
then due. The liquidated damages due shall be payable on each interest
payment date or the next accretion date, specified by the Indenture and the
Securities to the record holder entitled to receive the interest payment to
be made or the accretion in value on such date. Each obligation to pay
liquidated damages shall be deemed to accrue from and including the date of
the applicable Registration Default.

     (c) The parties hereto agree that the liquidated damages provided for in
this Section 3 constitute a reasonable estimate of and are intended to
constitute the sole damages that will be suffered by Holders of Transfer
Restricted Securities by reason of the failure of (i) the Shelf Registration
Statement or the Exchange Offer Registration Statement to be filed, (ii) the
Shelf Registration Statement to be declared and remain effective or (iii) the
Exchange Offer Registration Statement to be declared effective and the
Registered Exchange Offer to be consummated, in each case to the extent
required by this Agreement.

     4. Registration Procedures. In connection with any Registration
Statement, the following provisions shall apply:

     (a) The Company and the Subsidiary Guarantors shall (i) furnish to each
Initial Purchaser, prior to the filing thereof with the Commission, a copy of
the Registration Statement and each amendment thereof and each supplement, if
any, to the prospectus included therein and shall use their reasonable best
efforts to reflect in each such document, when so filed with the Commission,
such comments as any Initial Purchaser may reasonably propose; (ii) include
the information set forth in Annex A hereto on the cover, in Annex B hereto
in the "Exchange Offer Procedures" section and the "Purpose of the Exchange
Offer" section and in Annex C hereto in the "Plan of Distribution" section of

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the prospectus forming a part of the Exchange Offer Registration Statement,
and include the information set forth in Annex D hereto in the Letter of
Transmittal delivered pursuant to the Registered Exchange Offer; and (iii) if
requested by any Initial Purchaser, include the information required by Items
507 or 508 of Regulation S-K, as applicable, in the prospectus forming a part
of the Exchange Offer Registration Statement.

     (b) The Company and the Subsidiary Guarantors shall advise each Initial
Purchaser, each Exchanging Dealer which has notified the Company that it will
be an Exchanging Dealer and the Trustee on behalf of the Holders (if
applicable) and, if requested by any such person, confirm such advice in
writing (which advice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the prospectus until the
requisite changes have been made):

          (i) when any Registration Statement and any amendment thereto has
     been filed with the Commission and when such Registration Statement or any
     post-effective amendment thereto has become effective;

          (ii) of any request by the Commission for amendments or supplements
     to any Registration Statement or the prospectus included therein or for
     additional information;

          (iii) of the issuance by the Commission of any stop order suspending
     the effectiveness of any Registration Statement or the initiation of any
     proceedings for that purpose;

          (iv) of the receipt by the Company or any Subsidiary Guarantor of any
     notification with respect to the suspension of the qualification of the
     Securities, the Exchange Securities or the Private Exchange Securities for
     sale in any jurisdiction or the initiation or threatening of any
     proceeding for such purpose; and

          (v) of the happening of any event that requires the making of any
     changes in any Registration Statement or the prospectus included therein
     in order that the statements therein are not misleading and do not omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein not misleading.

     (c) The Company and the Subsidiary Guarantors will make every reasonable
effort to obtain the withdrawal at the earliest possible time of any order
suspending the effectiveness of any Registration Statement.

     (d) The Company and the Subsidiary Guarantors will furnish to each
Holder of Transfer Restricted Securities included within the coverage of any
Shelf

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Registration Statement, without charge, at least one conformed copy of such
Shelf Registration Statement and any post-effective amendment thereto,
including financial statements and schedules and, if any such Holder so
requests in writing, all exhibits thereto (including those, if any,
incorporated by reference).

     (e) The Company and the Subsidiary Guarantors will, during the Shelf
Registration Period, promptly deliver to each Holder of Transfer Restricted
Securities included within the coverage of any Shelf Registration Statement,
without charge, as many copies of the prospectus (including each preliminary
prospectus) included in such Shelf Registration Statement and any amendment
or supplement thereto as such Holder may reasonably request; and the Company
and the Subsidiary Guarantors consent to the use of such prospectus or any
amendment or supplement thereto by each of the selling Holders of Transfer
Restricted Securities in connection with the offer and sale of the Transfer
Restricted Securities covered by such prospectus or any amendment or
supplement thereto.

     (f) The Company and the Subsidiary Guarantors will furnish to each
Initial Purchaser and each Exchanging Dealer which has notified the Company
that it will be an Exchanging Dealer and to any other Holder who so requests,
without charge, at least one conformed copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules and, if any Initial Purchaser or any such
Exchanging Dealer or any such Holder so reasonably requests in writing, all
exhibits thereto (including those, if any, incorporated by reference).

     (g) The Company and the Subsidiary Guarantors will, during the Exchange
Offer Registration Period or the Shelf Registration Period, as applicable,
promptly deliver to each Initial Purchaser, each Exchanging Dealer which has
notified the Company that it will be an Exchanging Dealer and such other
persons that are required by law to deliver a prospectus following the
Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement or the Shelf
Registration Statement and any amendment or supplement thereto as such
Initial Purchaser, Exchanging Dealer or other persons may reasonably request;
and each of the Company and the Subsidiary Guarantors consents to the use of
such prospectus or any amendment or supplement thereto by any such Initial
Purchaser, Exchanging Dealer or other selling Holders of Transfer Restricted
Securities, as applicable, as aforesaid.

     (h) Prior to the effective date of any Registration Statement, the
Company and the Subsidiary Guarantors will use their reasonable best efforts
to register or qualify, or cooperate with the selling Holders of Securities,
Exchange Securities or Private Exchange Securities included therein and their
respective counsel in connection with the registration or qualification of,
such Securities, Exchange Securities or Private Exchange Securities for offer
and sale under the securities or blue sky laws of such jurisdictions within
the United States as any such selling Holder reasonably requests in writing
and do

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any and all other acts or things necessary or advisable to enable the offer
and sale in such jurisdictions of the Securities, Exchange Securities or
Private Exchange Securities covered by such Registration Statement; provided,
that where Exchange Securities are held by an Exchanging dealer; or
Securities, Exchange Securities or Private Exchange Securities are offered
pursuant to an underwritten offering, counsel to the Initial Purchasers
shall, at the cost and expense of the Company, perform the blue sky
investigations and file the registrations and qualifications required to be
filed pursuant to this provision (h); provided, further that neither the
Company nor any of the Subsidiary Guarantors will be required to qualify
generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to general service of
process or to taxation in any such jurisdiction where it is not then so
subject.

     (i) The Company and the Subsidiary Guarantors will cooperate with the
selling Holders of Securities, Exchange Securities or Private Exchange
Securities to facilitate the timely preparation and delivery of certificates
representing Securities, Exchange Securities or Private Exchange Securities
to be sold pursuant to any Registration Statement free of any restrictive
legends and in such denominations and registered in such names as the selling
Holders thereof may reasonably request in writing at least 2 business days
prior to the delivery of Securities, Exchange Securities or Private Exchange
Securities sold pursuant to such Registration Statement.

     (j) If any event contemplated by Section 4(b)(ii) through (v) occurs
during the period for which the Company and the Subsidiary Guarantors are
required to maintain an effective Registration Statement, the Company and the
Subsidiary Guarantors will promptly prepare and file with the Commission a
post-effective amendment to the Registration Statement or a supplement to the
related prospectus or file any other required document so that, as thereafter
delivered to purchasers of the Securities, Exchange Securities or Private
Exchange Securities from a Holder, the prospectus will not include an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

     (k) Not later than the effective date of the applicable Registration
Statement, the Company and the Subsidiary Guarantors will provide a CUSIP
number for the Exchange Securities and the Private Exchange Securities, as
the case may be, and provide the applicable trustee with printed certificates
for the Exchange Securities or the Private Exchange Securities, as the case
may be, in a form eligible for deposit with The Depository Trust Company.

     (l) The Company and the Subsidiary Guarantors will comply with all
applicable rules and regulations of the Commission and the Company will make
generally available to its security holders as soon as practicable after the
effective date of the applicable Registration Statement an earning statement
satisfying the provisions of

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Section 11(a) of the Securities Act; provided that in no event shall such
earning statement be delivered later than 45 days after the end of a 12-month
period (or 90 days, if such 12-month period is a fiscal year) beginning with
the first month of the Company's first fiscal quarter commencing after the
effective date of the applicable Registration Statement, which statement
shall cover such 12-month period.

     (m) The Company and the Subsidiary Guarantors will cause the Indenture
or the Exchange Securities Indenture, as the case may be, to be qualified
under the Trust Indenture Act as required by applicable law in a timely
manner.

     (n) The Company and the Subsidiary Guarantors may require each Holder of
Transfer Restricted Securities to be registered pursuant to any Shelf
Registration Statement to furnish to the Company and the Subsidiary
Guarantors such information concerning such Holder and the distribution of
such Transfer Restricted Securities as the Company and the Subsidiary
Guarantors may from time to time reasonably require for inclusion in such
Shelf Registration Statement, and the Company and the Subsidiary Guarantors
may exclude from such registration the Transfer Restricted Securities of any
Holder that fails to furnish such information within a reasonable time after
receiving such request.

     (o) In the case of a Shelf Registration Statement, each Holder of
Transfer Restricted Securities to be registered pursuant thereto agrees by
acquisition of such Transfer Restricted Securities that, upon receipt of any
notice from the Company and the Subsidiary Guarantors pursuant to Section
4(b)(ii) through (v), such Holder will discontinue disposition of such
Transfer Restricted Securities until such Holder's receipt of copies of the
supplemental or amended prospectus contemplated by Section 4(j) or until
advised in writing (the "Advice") by the Company and the Subsidiary
Guarantors that the use of the applicable prospectus may be resumed. If the
Company shall give any notice under Section 4(b)(ii) through (v) during the
period that the Company and the Subsidiary Guarantors are required to
maintain an effective Registration Statement (the "Effectiveness Period"),
such Effectiveness Period shall be extended by the number of days during
such period from and including the date of the giving of such notice to and
including the date when each seller of Transfer Restricted Securities covered
by such Registration Statement shall have received (x) the copies of the
supplemental or amended prospectus contemplated by Section 4(j) (if an
amended or supplemental prospectus is required) or (y) the Advice (if no
amended or supplemental prospectus is required).

     (p) In the case of a Shelf Registration Statement, the Company and the
Subsidiary Guarantors shall enter into such customary agreements (including,
if requested, an underwriting agreement in customary form) and take all such
other action, if any, as Holders of a majority in aggregate principal amount
of the Securities, Exchange Securities and Private Exchange Securities being
sold or the managing underwriters (if any)

                                       12

<PAGE>

shall reasonably request in order to facilitate any disposition of
Securities, Exchange Securities or Private Exchange Securities pursuant to
such Shelf Registration Statement.

     (q) In the case of a Shelf Registration Statement, the Company and the
Subsidiary Guarantors shall (i) make reasonably available for inspection by a
representative of, and Special Counsel (as defined below) acting for, Holders
of a majority in aggregate principal amount of the Securities, Exchange
Securities and Private Exchange Securities being sold and any underwriter
participating in any disposition of Securities, Exchange Securities or
Private Exchange Securities pursuant to such Shelf Registration Statement,
all relevant financial and other records, pertinent corporate documents and
properties of the Company, the Subsidiary Guarantors and their respective
subsidiaries (the "Records") and (ii) use their reasonable best efforts to
have their respective officers, directors, employees, accountants and
counsel supply all relevant information reasonably requested by such
representative, Special Counsel or any such underwriter (an "Inspector") in
connection with such Shelf Registration Statement. Records which the Company
deter mined in good faith to be confidential and any Records which it
notifies the Inspectors are confidential shall not be disclosed by the
Inspectors unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in such Registration Statement, (ii) the
release of such Record is ordered pursuant to a subpoena or other order from
a court of competent jurisdiction, (iii) the information in such Records has
been made generally available to the public other than as a result of a
disclosure or failure to safeguard by such Inspectors or (iv) disclosure of
such information is, in the opinion of counsel of any Inspector, necessary
or advisable in connection with any action, claim, suit or proceeding,
directly or indirectly involving such Inspector and arising out of or related
to this Agreement or any transactions contemplated by this Agreement.

     (r) In the case of a Shelf Registration Statement, the Company and the
Subsidiary Guarantors shall, if requested by Holders of a majority in
aggregate principal amount of the Securities, Exchange Securities and Private
Exchange Securities being sold, their Special Counsel or the managing
underwriters (if any) in connection with such Shelf Registration Statement,
use their reasonable best efforts to cause (i) their counsel to deliver an
opinion relating to the Shelf Registration Statement and the Securities, Ex
change Securities or Private Exchange Securities, as applicable, in customary
form, (ii) their respective officers to execute and deliver all customary
documents and certificates requested by Holders of a majority in aggregate
principal amount of the Securities, Exchange Securities and Private Exchange
Securities being sold, their Special Counsel or the managing under writers
(if any) and (iii) their independent public accountants to provide a comfort
letter or letters in customary form, subject to receipt of appropriate
documentation as contemplated, and only if permitted, by Statement of
Auditing Standards No. 72.

     5. Registration Expenses. The Company and the Subsidiary Guarantors
will bear all expenses incurred in connection with the performance of their
obligations under Sections 1, 2, 3 and 4 and the Company and the Subsidiary
Guarantors will reim-

                                       13
<PAGE>

burse the Initial Purchasers and the Holders for the reasonable and
documented fees and disbursements of one firm of attorneys (in addition to
any local counsel) chosen by the Holders of a majority in aggregate principal
amount of the Securities, the Exchange Securities and the Private Exchange
Securities to be sold pursuant to each Registration Statement (the "Special
Counsel") acting for the Initial Purchasers or Holders in connection
therewith.

     6. Indemnification. (a) In the event of a Shelf Registration Statement
or in connection with any prospectus delivery pursuant to an Exchange Offer
Registration Statement by an Initial Purchaser or Exchanging Dealer, as
applicable, the Company and the Subsidiary Guarantors shall, jointly and
severally, indemnify and hold harmless each Holder of Securities, Exchange
Securities or Private Exchange Securities covered by any such Registration
Statement (including, without limitation, any such Initial Purchaser or
Exchanging Dealer), its affiliates, their respective officers, directors,
employees, representatives and agents, and each person, if any, who controls
such Holder within the meaning of the Securities Act or the Exchange Act
(collectively referred to for purposes of this Section 6 and Section 7 as a
Holder) from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof (including, without limitation, any
loss, claim, damage, liability or action relating to purchases and sales of
Securities, Exchange Securities or Private Exchange Securities), to which
that Holder may become subject, whether commenced or threatened, under the
Securities Act, the Exchange Act, any other federal or state statutory law or
regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement
or alleged untrue statement of a material fact contained in any such
Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and, subject to the provisions of
Section 6(c) below, shall reimburse each Holder promptly upon demand for any
legal or other expenses reasonably incurred by that Holder in connection with
investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that
the Company or the Subsidiary Guarantors shall not be liable in any such case
to the extent that any such loss, claim, damage, liability or action arises
out of, or is based upon, an untrue statement or alleged untrue statement in
or omission or alleged omission from any of such documents in reliance upon
and in conformity with any Holders' Information; and provided, further, that
with respect to any such untrue statement in or omission from any related
preliminary prospectus, the indemnity agreement contained in this Section
6(a) shall not inure to the benefit of any Holder from whom the person
asserting any such loss, claim, damage, liability or action received
Securities, Exchange Securities or Private Exchange Securities to the extent
that such loss, claim, damage, liability or action of or with respect to such
Holder results from the fact that both (A) a copy of the final prospectus was
not sent or given to such person at or prior to the written confirmation of
the sale of such Securities, Exchange Securities or Private Exchange
Securities to such

                                       14
<PAGE>

person and (B) the untrue statement in or omission from the related
preliminary prospectus was corrected in the final prospectus unless, in
either case, such failure to deliver the final prospectus was a result of
non-compliance by the Company and the Subsidiary Guarantors with Section
4(d), 4(e), 4(f) or 4(g).

     (b) In the event of a Shelf Registration Statement, each Holder shall
indemnify and hold harmless the Company and the Subsidiary Guarantors, their
respective affiliates, officers, directors, employees, representatives and
agents, and each person, if any, who controls the Company or any of the
Subsidiary Guarantors within the meaning of the Securities Act or the
Exchange Act (collectively referred to for purposes of this Section 6(b) and
Section 7 as the Company), from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which the
Company or any of the Subsidiary Guarantors may become subject, whether
commenced or threatened, under the Securities Act, the Exchange Act, any
other federal or state statutory law or regulation, at common law or
otherwise, insofar as such loss, claim, damage, liability or action arises
out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in any such Registration Statement or
any prospectus forming part thereof or in any amendment or supplement thereto
or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with any Holders' Information furnished to the Company
or the Subsidiary Guarantors by such Holder, and shall reimburse the Company
and the Subsidiary Guarantors promptly upon demand for any legal or other
expenses reasonably incurred by the Company and the Subsidiary Guarantors in
connection with investigating or defending or preparing to defend against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that no such Holder shall be liable for any indemnity claims hereunder in
excess of the amount of net proceeds received by such Holder from the sale of
Securities, Exchange Securities or Private Exchange Securities pursuant to
such Shelf Registration Statement.

     (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 6(a) or Section
6(b) (the "indemnified party"), the indemnified party shall promptly notify
the person against whom such indemnity may be sought (the "indemnifying
party") in writing and the indemnifying party shall assume the defense of
such action, including the employment of counsel reason ably satisfactory to
the indemnified party and the payment of all reasonable fees and expenses of
such counsel, as incurred (except that in the case of any action in respect
of which indemnity may be sought pursuant to both Sections 6(a) and 6(b), a
Holder shall not be required to assume the defense of such action pursuant to
this Section 6(c), but may employ separate counsel and participate in the
defense thereof, but the fees

                                       15
<PAGE>

and expenses of such counsel, except as provided below, shall be at the
expense of such Holder). Any indemnified party shall have the right to
employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
the indemnified party unless (i) the employment of such counsel shall have
been specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party shall have failed to assume the defense of such action
within a reasonable period of time or employ counsel reasonably satisfactory
to the indemnified party or (iii) the named parties to any such action
(including any impleaded parties) include both the indemnified party and the
indemnifying party, and the indemnified party shall have been reasonably
advised by such counsel that a conflict may exist between the indemnified
party and the indemnifying party (in which case the indemnifying party shall
not have the right to assume the defense of such action on behalf of the
indemnified party). In any such case, the indemnifying party shall not, in
connection with any one action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more
than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by such Holder,
in the case of parties indemnified pursuant to Section 6(a), and by the
Company and the Subsidiary Guarantors, in the case of parties indemnified
pursuant to Section 6(b). The indemnifying party shall indemnify and hold
harmless the indemnified party from and against any and all losses, claims,
damages, liabilities and judgments by reason of any settlement of any action
(i) effected with its written consent or (ii) effected without its written
consent if the settlement is entered into more than thirty business days
after the indemnifying party shall have received a request from the
indemnified party for reimbursement for the fees and expenses of counsel (in
any case where such fees and expenses are at the expense of the indemnifying
party), the indemnifying party shall have received notice of the terms of the
settlement at least 30 days prior to the settlement being entered into and,
prior to the date of such settlement, the indemnifying party shall have
failed to comply with such reimbursement request. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement or compromise of, or consent to the entry of judgment with respect
to, any pending or threatened action in respect of which the indemnified
party is or could have been a party and indemnity or contribution may be or
could have been sought hereunder by the indemnified party, unless such
settlement, compromise or judgment (i) includes an unconditional release of
the indemnified party from all liability on claims that are or could have
been the subject matter of such action 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 the indemnified party.

     7. Contribution. If the indemnification provided for in Section 6 is
unavailable or insufficient to hold harmless an indemnified party under
Section 6(a) or 6(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim, damage or
liability, or action in respect thereof, (i) in such proportion as shall be

                                       16
<PAGE>

appropriate to reflect the relative benefits received by the Company and the
Subsidiary Guarantors from the offering and sale of the Securities, on the
one hand, and a Holder with respect to the sale by such Holder of Securities,
Exchange Securities or Private Exchange Securities, on the other, or (ii) if
the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company and the Subsidiary Guarantors on the one hand and such Holder on the
other with respect to the statements or omissions that resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any
other relevant equitable considerations.. The relative benefits received by
the Company and the Subsidiary Guarantors on the one hand and a Holder on the
other with respect to such offering and such sale shall be deemed to be in
the same proportion as the total net proceeds from the offering of the
Securities (before deducting expenses) received by or on behalf of the
Company and the Subsidiary Guarantors as set forth in the table on the cover
of the Offering Memorandum, on the one hand, bear to the total proceeds
received by such Holder with respect to its sale of Securities, Exchange
Securities or Private Exchange Securities, on the other. The relative fault
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 the Company or the Subsidiary
Guarantors or information supplied by the Company or the Subsidiary
Guarantors on the one hand or to any Holders' Information supplied by such
Holder on the other, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The parties hereto agree that it would not be just and
equitable if contributions pursuant to this Section 7 were to be determined
by pro rata allocation or by any other method of allocation that does not
take into account the equitable considerations referred to herein. The
amount paid or payable by an indemnified party as a result of the loss,
claim, damage or liability, or action in respect thereof, referred to above
in this Section 7 shall be deemed to include, for purposes of this Section 7,
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim. Notwithstanding the provisions of this Section 7, an
indemnifying party that is a Holder of Securities, Exchange Securities or
Private Exchange Securities shall not be required to contribute any amount in
excess of the amount by which the total price at which the Securities,
Exchange Securities or Private Exchange Securities sold by such indemnifying
party to any purchaser exceeds the amount of any damages which such
indemnifying party has otherwise paid or become liable to pay by reason of
any 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.

     8. Rules 144 and 144A. The Company and the Subsidiary Guarantors shall
use their reasonable best efforts to file the reports required to be filed by
them under the Securities Act and the Exchange Act in a timely manner and, if
at any time the

                                       17

<PAGE>

Company or any of the Subsidiary Guarantors is not required to file such
reports, it will, upon the written request of any Holder of Transfer Restricted
Securities, make publicly available other information so long as necessary to
permit sales of such Holder's securities pursuant to Rules 144 and 144A under
the Securities Act. The Company and the Subsidiary Guarantors covenant that they
each will take such further action as any Holder of Transfer Restricted
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Transfer Restricted Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rules 144 and 144A (including, without limitation, the requirements
of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer
Restricted Securities, the Company or any of the Subsidiary Guarantors shall
deliver to such Holder a written statement as to whether it has complied with
such requirements. Notwithstanding the foregoing, nothing in this Section 8
shall be deemed to require the Company or any of the Subsidiary Guarantors to
register any of their respective securities ties pursuant to the Exchange Act.

     9. Underwritten Registrations. If any of the Transfer Restricted Securities
covered by any Shelf Registration Statement are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of such Transfer Restricted Securities included in
such offering, subject to the consent of the Company and the Subsidiary
Guarantors (which shall not be unreasonably withheld or delayed), and such
Holders shall be responsible for all underwriting commissions and discounts in
connection therewith.

        No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.

     10. Miscellaneous. (a) Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the Company
and the Subsidiary Guarantors have obtained the written consent of Holders of a
majority in aggregate gate principal amount of the then outstanding Securities,
the Exchange Securities and the Private Exchange Securities, taken as a single
class. Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities, Exchange Securities or Private Exchange
Securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other Holders may be given by
Holders of a majority in aggregate principal amount of the Securities, the
Exchange Securities and the

                                       18
<PAGE>

Private Exchange Securities being sold by such Holders pursuant to such
Registration Statement.

       (b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telecopier or air courier guaranteeing next-day delivery:

           (i) if to a Holder or Exchanging Dealer, at the most current address
     given by such Holder or Exchanging Dealer to the Company in accordance with
     the provisions of this Section 10(b), which address initially is, with
     respect to each Holder, the address of such Holder maintained by the
     Registrar under the Indenture, with a copy in like manner to Chase
     Securities Inc., Donaldson, Lufkin & Jenrette Securities Corporation, BT
     Alex. Brown Incorporated and ING Baring (U.S.) Securities, Inc. c/o Chase
     Securities, Inc., 270 Park Avenue, 4th floor, New York, New York 10017;

           (ii) if to an Initial Purchaser, initially at its address set forth
     in the Purchase Agreement; and

           (iii) if to the Company or the Subsidiary Guarantors, initially at
     the address of the Company set forth in the Purchase Agreement with a
     copy to Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the
     Americas, New York, New York 10019; attention James M. Dubin;

        All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; one business day after
being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

         (c) Successors And Assigns. This Agreement shall be binding upon the
Company, the Subsidiary Guarantors and their respective successors and assigns.

         (d) Counterparts. This Agreement may be executed in any number of
counterparts (which may be delivered in original form or by telecopier) and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

         (e) Definition of Terms. For purposes of this Agreement, (a) the term
"business day" means any day on which the New York Stock Exchange, Inc. is open
for trading, (b) the term "subsidiary" has the meaning set forth in Rule 405
under the Securities Act and (c) except where otherwise expressly provided, the
term "affiliate" has the meaning set forth in Rule 405 under the Securities Act.

                                       19
<PAGE>

         (f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (g) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

         (h) Remedies. In the event of a breach by the Company, by any
Subsidiary Guarantor or by any Holder of any of its respective obligations
under this Agreement, each Holder, the Company or any Subsidiary Guarantors,
as the case may be, in addition to being entitled to exercise all rights
granted by law, including recovery of damages (other than the recovery of
damages for a breach by the Company and the Subsidiary Guarantors of their
obligations under Sections 1 or 2 hereof for which liquidated damages have
been paid pursuant to Section 3 hereof), will be entitled to specific
performance of its rights under this Agreement. The Company, each Subsidiary
Guarantor and each Holder agree that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of any of the
provisions of this Agreement (except with respect to a breach by the Company
or the Subsidiary Guarantors of their obligations under Sections 1 or 2 for
which liquidated damages are the sole remedy) and hereby further agree that,
in the event of any action for specific performance in respect of such
breach, it shall waive the defense that a remedy at law would be adequate.

         (i) No Inconsistent Agreements. The Company and the Subsidiary
Guarantors, jointly and severally, represent, warrant and agree that (i) they
have not entered into, shall not, on or after the date of this Agreement,
enter into any agreement that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof,
(ii) they have not previously entered into any agreement which remains in
effect granting any registration rights with respect to any of their
respective debt securities to any person and (iii) without limiting the
generality of the foregoing, without the written consent of the Holders of a
majority in aggregate principal amount of the then outstanding Transfer
Restricted Securities, they shall not grant to any person the right to
request the Company or the Subsidiary Guarantors to register any debt
securities of the Company or the Subsidiary Guarantors under the Securities
Act unless the rights so granted are not in conflict or inconsistent with the
provisions of this Agreement.

         (j) No Piggyback on Registrations. Neither the Company, the Subsidiary
Guarantors nor any of their respective security holders (other than the Holders
of Transfer Restricted Securities in such capacity) shall have the right to
include any securities of the Company in any Shelf Registration or Registered
Exchange Offer other than Transfer Restricted Securities.

         (k) Severability. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law. If any term, provision, covenant or

                                       20
<PAGE>

restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.




                                       21

<PAGE>

     Please confirm that the foregoing correctly sets forth the agreement among
the Company, the Subsidiary Guarantors named herein and the Initial Purchasers.

                                     Very truly yours,

                                     BIG CITY RADIO, INC.

                                     By: /s/ Michael Kakoyiannis
                                        -----------------------------
                                     Name:   Michael Kakoyiannis
                                     Title:  President and CEO

                                     SUBSIDIARY GUARANTORS:

                                     BIG CITY RADIO--NYC, L.L.C.

                                     By: /s/ Michael Kakoyiannis
                                        -----------------------------
                                     Name:   Michael Kakoyiannis
                                     Title:  President and CEO

                                     BIG CITY RADIO--CHI, L.L.C.

                                     By: /s/ Michael Kakoyiannis
                                        -----------------------------
                                     Name:   Michael Kakoyiannis
                                     Title:  President and CEO

                                     BIG CITY RADIO--LA, L.L.C.

                                     By: /s/ Michael Kakoyiannis
                                        -----------------------------
                                     Name:   Michael Kakoyiannis
                                     Title:  President and CEO

                                     ODYSSEY TRAVELING BILLBOARDS, INC.

                                     By: /s/ Michael Kakoyiannis
                                        -----------------------------
                                     Name:   Michael Kakoyiannis
                                     Title:  President and CEO

                                     WRKL ROCKLAND RADIO, L.L.C.

                                     By: /s/ Michael Kakoyiannis
                                        -----------------------------
                                     Name:   Michael Kakoyiannis
                                     Title:  President and CEO



                                       22

<PAGE>

Accepted:

CHASE SECURITIES INC.


By: /s/ Stephanie Cuskley
   -----------------------------------
        Authorized Signatory

DONALDSON, LUFKIN & JENRETTE
  SECURITIES CORPORATION


By: /s/ Michael Connolly
   -----------------------------------
        Authorized Signatory

BT ALEX BROWN INCORPORATED


By: /s/ Edward P. Garden
   -----------------------------------
        Authorized Signatory

ING BARING (U.S.) SECURITIES, INC.


By: /s/ Adrian Mackay
   -----------------------------------
        Authorized Signatory





                                       23

<PAGE>

                                                                    ANNEX A


     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer may be deemed to be an "underwriter"
within the meaning of the Securities Act and must acknowledge that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Securities where
such Securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities. The Company and the Subsidiary
Guarantors have agreed that, for a period of 180 days after the Expiration Date
(as defined herein), they will make this Prospectus available to any
broker-dealer for use in connection with any such resale. See "Plan of
Distribution."



                                       A-1

<PAGE>

                                                                         ANNEX B



     Each broker-dealer that receives Exchange Securities for its own account in
exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Securities. See "Plan of
Distribution."




                                       B-2

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION


     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus meeting the requirements of the Securities Act in connection with
any resale of such Exchange Securities. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Securities where
such Securities were acquired as a result of market-making activities or other
trading activities. The Company and the Subsidiary Guarantors have agreed that,
for a period of 180 days after the Expiration Date, it will make this
prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until _______________, 1998,
all dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.

     The Company and the Subsidiary Guarantors will not receive any proceeds
from any sale of Exchange Securities by broker-dealers. Exchange Securities
received by broker-dealers for their own account pursuant to the Registered
Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Securities or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or at negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its
own account pursuant to the Registered Exchange Offer and any broker or dealer
that participates in a distribution of such Exchange Securities may be deemed to
be an "underwriter" within the meaning of the Securities Act and any profit on
any such resale of Exchange Securities and any commission or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The Letter of Transmittal states that, by acknowledging that
it will deliver and by delivering a prospectus meeting the requirements of the
Securities Act, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

     For a period of 180 days after the Expiration Date, the Company and the
Subsidiary Guarantors will promptly send additional copies of this Prospectus
and any amendment or supplement to this Prospectus to any broker-dealer that
requests such documents in the Letter of Transmittal. The Company and the
Subsidiary Guarantors have agreed to pay all expenses incident to the
Registered Exchange Offer (including the expenses of one counsel for the Holders
of the Securities) other than commissions or concessions of any broker-dealers
and will indem-

                                       C-3
<PAGE>

nify the Holders of the Securities (including any broker-dealers) against
certain liabilities, including liabilities under the Securities Act.





                                       C-4

<PAGE>

                                                                         ANNEX D



            o           CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO
                        RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10
                        COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

                        Name:
                             -------------------------------------
                        Address:
                                ----------------------------------

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





If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Securities;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.





                                       D-5