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                                                                 EXHIBIT 10.20.1

                              AMENDED AND RESTATED
                             STOCKHOLDERS AGREEMENT


   
         THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Amended and
Restated Stockholders Agreement") dated as of May 18, 1998, is entered into by
and among Capstar Broadcasting Corporation, a Delaware corporation (the
"Company"), the securityholders listed on the signature pages hereof
(collectively, the "Holders"), and HMTF Operating, Inc., a Texas corporation
(formerly named Hicks, Muse, Tate & Furst Incorporated, "HMTF").
    

         WHEREAS, on July 8, 1997, the Company, the Holders and HMTF entered
into that certain Stockholders Agreement (the "Stockholders Agreement"); and

         WHEREAS, this Amended and Restated Stockholders Agreement restates,
integrates and amends the Stockholders Agreement.

         In consideration of the premises, mutual covenants and agreements
hereinafter contained and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

                                   ARTICLE 1

                                  DEFINITIONS

         Section 1.1      Definitions.

         "Accredited Investor" means an "Accredited Investor," as defined in
Regulation D, or any successor rule then in effect.

         "Advice" shall have the meaning provided in Section 3.4 hereof.

         "Affiliate," means, with respect to any Person, any Person who,
directly or indirectly, controls, is controlled by or is under common control
with that Person.

         "Amended and Restated Stockholders Agreement" means this Amended and
Restated Stockholders Agreement, as such from time to time may be amended.

         "Appraised Value" means, as to any Securities, the fair market value
of such Securities at the date of the Purchase Notice or the Option Notice, as
applicable, as determined by an Independent Financial Expert selected by HMTF;
provided, however, if  a Holder shall object to such determination within 10
days after being notified thereof by HMTF, such Holder shall within such
ten-day period select an Independent Financial Expert to determine the fair
market value of such Securities on behalf of such Holder.  In the event that
the Independent Financial Experts selected by each of HMTF and such Holder
cannot agree on the fair market value of such Securities, then the two
Independent Financial Experts shall mutually select a third Independent
Financial Expert to determine the fair market value of such Securities, and the
value selected by such third firm shall be binding on all the parties hereto.
Each such Independent Financial Expert may use any customary method of
determining fair market value.  The cost of the Independent Financial Expert
selected by HMTF shall be paid by HMTF, the cost of the Independent Financial
Expert, if any, selected by such Holder shall be paid by such Holder, and the
cost of the Independent Financial Expert, if any, mutually selected by the two


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Independent Financial Experts appointed by each of HMTF and such Holder shall
be paid one-half by HMTF and one-half by such Holder.

         "Authorization Date" shall have the meaning set forth in Section 5.3.1
hereof.

         "Business Day" means a day that is not a Legal Holiday.

         "Change of Control" means the first to occur of the following events:
(i) any sale, lease, exchange, or other transfer (in one transaction or series
of related transactions) of all or substantially all of the assets of the
Company to any Person or group of related Persons for purposes of Section 13(d)
of the Exchange Act (a "Group"), other than one or more members of the HMC
Group, (ii) a majority of the Board of Directors of the Company shall consist
of Persons who are not Continuing Directors; or (iii) the acquisition by any
Person or Group (other than one or more members of the HMC Group) of the power,
directly or indirectly, to vote or direct the voting of securities having more
than 50% of the ordinary voting power for the election of directors of the
Company.

         "Class A Common Stock" means shares of the Class A Common Stock, $0.01
par value per share, of the Company, and any capital stock into which such
Class A Common Stock thereafter may be changed.

         "Class B Common Stock" means shares of the Class B Common Stock, $0.01
par value per share, of the Company, and any capital stock into which such
Class B Common Stock thereafter may be changed.

         "Class C Common Stock" means shares of the Class C Common Stock, $0.01
par value per share, of the Company, and any capital stock into which such
Class C Common Stock thereafter may be changed.

         "Common Stock" means shares of the Class A Common Stock, Class B
Common Stock and Class C Common Stock of the Company, and any capital stock
into which such Common Stock thereafter may be changed.

         "Common Stock Equivalents" means, other than the Warrants, without
duplication with any other Common Stock or Common Stock Equivalents, any
rights, warrants, options, convertible securities or indebtedness, exchangeable
securities or indebtedness, or other rights, exercisable for or convertible or
exchangeable into, directly or indirectly, Common Stock of the Company and
securities convertible or exchangeable into Common Stock of the Company,
whether at the time of issuance or upon the passage of time or the occurrence
of some future event; provided, however, Common Stock Equivalents shall not
include any options awarded under the Company's 1996 Stock Option Plan or any
shares of Common Stock issued upon exercise of such options or any securities
into which such shares may be converted pursuant to such Plan.

         "Company" shall have the meaning set forth in the introductory
paragraph hereof.

         "Continuing Director" means, as of the date of determination, any
Person who (i) was a member of the Board of Directors of the Company on the
date hereof, (ii) was nominated for election or elected to the Board of
Directors of the Company with the affirmative vote of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination or election, or (iii) is a member of the HMC Group.

         "Co-Seller" shall have the meaning set forth in Section 4.1 hereof.

         "Demand Registration" shall have the meaning set forth in Section
3.1.1 hereof.

         "Demand Request" shall have the meaning set forth in Section 3.1.1
hereof.


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         "Election Notice" shall have the meaning set forth in Section 5.3.1
hereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC thereunder.

         "Excluded Registration" means a registration under the Securities Act
of (i) a registration to effect a Qualified IPO if such registration only
includes equity securities to be issued by the Company and does not include any
equity securities for the account of any other securityholder of the Company,
(ii) securities registered on Form S-8 or any similar successor form and (iii)
securities registered to effect the acquisition of or combination with another
Person.

         "Fully-Diluted Common Stock" means, at any time, the then outstanding
Common Stock of the Company plus (without duplication) all shares of Common
Stock issuable, whether at such time or upon the passage of time or the
occurrence of future events, upon the exercise, conversion, or exchange of (i)
all then outstanding Common Stock Equivalents and the (ii) the Warrants.

         "Grantor" shall have the meaning set forth in Section 6.1.1 hereof.

         "HMC Group" means HMTF and its Affiliates (including Capstar L.P.) and
its and their respective officers, directors, and employees (and members of
their respective families and trusts for the primary benefit of such family
members).

         "HMC Group Designee" shall have the meaning set forth in Section 2.1.1
hereof.

         "HMTF" shall have the meaning set forth in the introductory paragraph
hereof.

         "Holders" shall have the meaning set forth in the introductory
paragraph hereof and shall include any direct or indirect transferee of any
such Holder who shall become a party to this Amended and Restated Stockholders
Agreement.

         "Independent Financial Expert" means any investment bank which is
registered as a broker dealer under the Exchange Act and has aggregate net
capital of at least $50 million.

         "Inspectors" shall have the meaning provided in Section 3.3 hereof.

         "Legal Holiday" shall have the meaning provided in Section 9.2 hereof.

         "Material Adverse Effect" shall have the meaning provided in Section
3.1.4 hereof.

         "NASD" shall have the meaning provided in Section 3.3 hereof.

         "Offered Securities" shall have the meaning provided in Section 5.3.1
hereof.

         "Option" shall have the meaning provided in Section 6.2.1 hereof.

         "Option Notice" shall have the meaning provided in Section 6.2.3
hereof.

         "Option Securities" shall have the meaning provided in Section 6.2.1
hereof.

         "Option Transaction" shall have the meaning provided in Section 6.2.2
hereof.





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         "Participation Offer" shall have the meaning provided in Section 4.2.1
hereof.

         "Person" or "person" means any individual, corporation, partnership,
joint venture, limited liability company, association, joint-stock company,
trust, unincorporated organization or government or other agency or political
subdivision thereof.

         "Purchase Notice" shall have the meaning provided in Section 6.1.1
hereof.

         "Purchase Option" shall have the meaning provided in Section 6.1.1
hereof.

         "Purchasable Securities" shall have the meaning provided in Section
6.1.1 hereof.

         "Qualified IPO" means a firm commitment underwritten public offering
of Common Stock for cash pursuant to a registration statement under the
Securities Act where the aggregate proceeds to the Company prior to deducting
any underwriters' discounts and commissions from such offering and any similar
prior public offerings exceed $10 million.

         "Records" shall have the meaning provided in Section 3.3 hereof.

         "Registrable Shares"  means at any time (x) the Class A Common Stock
owned by the Holders on July 8, 1997 or on the date that any Holder executed
the Stockholders Agreement or executes this Amended and Restated Stockholders
Agreement and any capital stock into which such Class A Common Stock may be
changed or (y) the Warrant Shares; provided, however, that Registrable Shares
shall not include any shares (i) the sale of which has been registered pursuant
to the Securities Act and which shares have been sold pursuant to such
registration, (ii) which have been sold to the public pursuant to Rule 144 of
the SEC under the Securities Act, or (iii) issued upon the exercise of any
options awarded under the Company's 1997 Stock Option Plan or any successor
plan thereto.  For purposes of determining a Holder's right to any benefit
afforded, or to exercise any rights granted, to a Holder of Registrable Shares
hereunder, any Securities that are convertible into or exercisable or
exchangeable for Registrable Shares shall be deemed to be that number of
Registrable Shares into which such Securities may be converted or for which
such Securities may be exercised or exchanged at any point in time.

         "Registration Expenses" shall have the meaning provided in Section 3.6
hereof.

         "Regulation D" means Regulation D promulgated under the Securities Act
by the SEC.

         "Requesting Holder" shall have the meaning provided in Section 3.1.1.
hereof.

         "Required Filing Date" shall have the meaning provided in Section
3.1.1(b) hereof.

         "Required Holders" means Holders who then own beneficially more than
66-2/3% of the aggregate number of Registrable Shares.

         "SEC" means the Securities and Exchange Commission.

         "Securities" means the Common Stock, the Warrant Shares and the
Warrants; provided, however, that Securities shall not include any shares of
Common Stock issued upon the exercise of any options awarded under the
Company's 1997 Stock Option Plan or any successor plan thereto.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.





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         "Seller Affiliates" shall have the meaning provided in Section 3.6.1
hereof.

         "Significant Sale" shall have the meaning provided in Section 4.1
hereof.

         "Subsidiary" of any Person means (i) a corporation a majority of whose
outstanding shares of capital stock or other equity interests with voting
power, under ordinary circumstances, to elect directors, is at the time,
directly or indirectly, owned by such Person, by one or more subsidiaries of
such Person or by such Person and one or more subsidiaries of such Person, and
(ii) any other Person (other than a corporation) in which such Person, a
subsidiary of such Person or such Person and one or more subsidiaries of such
Person, directly or indirectly, at the date of determination thereof, has (x)
at least a majority ownership interest or (y) the power to elect or direct the
election of the directors or other governing body of such Person.

         "Suspension Notice" shall have the meaning provided in Section 3.4
hereof.

         "Transfer" means any disposition of any Security or any interest
therein that would constitute a "sale" thereof within the meaning of the
Securities Act.

         "Transfer Notice" shall have the meaning provided in Section 5.3.1
hereof.

         "Unaccredited Holder" shall have the meaning provided in Section 6.2.2
hereof.

         "Warrants" means (i) that certain Warrant dated April 1, 1998, for
1,500,000 shares of Class A Common Stock, issued by the Company to Paul D.
Stone and (ii) that certain Warrant dated April 1, 1998, for 2,000,000 shares
of Class A Common Stock, issued by the Company to D. Geoffrey Armstrong.

         "Warrant Shares" means shares of Class A Common Stock issuable to a
Holder upon the exercise of the Warrants.

         Section 1.2      Rules of Construction.  Unless the context otherwise
requires

                 (1)      a term has the meaning assigned to it;

                 (2)      "or" is not exclusive;

                 (3)      words in the singular include the plural, and words
                          in the plural include the singular;

                 (4)      provisions apply to successive events and
                          transactions; and

                 (5)      "herein," "thereof" and other words of similar import
         refer to this Agreement as a whole and not to any particular Article,
         Section or other subdivision.

                                   ARTICLE 2

                MANAGEMENT OF THE COMPANY AND CERTAIN ACTIVITIES

         Section 2.1      Board of Directors.

         2.1.1   Board Representation.  Subject to Section 2.1.3, the Board of
Directors of the Company shall consist of such individuals as may be designated
from time to time by the HMC Group (an "HMC Group Designee").  Each Holder
shall vote his or its shares of Common Stock, to the extent such shares are
entitled to vote, at any regular or special meeting of stockholders of the
Company or in any written consent executed





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in lieu of such a meeting of stockholders and shall take all other actions
necessary to give effect to the agreements contained in this Agreement
(including without limitation the election of persons designated by the HMC
Group to be elected as directors as described in the preceding sentence) and to
ensure that the certificate of incorporation and bylaws as in effect
immediately following the date hereof do not, at any time thereafter, conflict
in any respect with the provisions of this Agreement.

         2.1.2   Vacancies.  If, prior to his election to the Board of
Directors of the Company pursuant to Section 2.1.1 hereof, any HMC Group
Designee shall be unable or unwilling to serve as a director of the Company,
the HMC Group shall be entitled to nominate a replacement who shall then be an
HMC Group Designee for purposes of this Section 2. If, following an election to
the Board of Directors of the Company pursuant to Section 2.1.1 hereof, any HMC
Group Designee shall resign or be removed or be unable to serve for any reason
prior to the expiration of his term as a director of the Company, the HMC Group
shall, within 30 days of such event, notify the Board of Directors of the
Company in writing of a replacement HMC Group Designee, and either (i) the
Holders shall vote their shares of Common Stock, to the extent such shares are
entitled to vote, at any regular or special meeting called for the purpose of
filling positions on the Board of Directors of the Company or in any written
consent executed in lieu of such a meeting of stockholders, and shall take all
such other actions necessary to ensure the election to the Board of Directors
of the Company of such replacement HMC Group Designee to fill the unexpired
term of the HMC Group Designee who such new HMC Group Designee is replacing or
(ii) the Board of Directors shall elect such replacement HMC Group Designee to
fill the unexpired term of the HMC Group Designee who such new HMC Group
Designee is replacing.  If the HMC Group requests that any HMC Group Designee
be removed as a Director (with or without cause) by written notice thereof to
the Company, then the Company shall take all actions necessary to effect, and
each of the Holders shall vote all its or his capital stock in favor of, such
removal upon such request.

         2.1.3   Termination of Rights.  The right of the HMC Group to
designate directors under Section 2.1.1, and the obligation of the Holders to
vote their shares as provided herein, shall terminate upon the first to occur
of (i) the termination or expiration of this Amended and Restated Stockholders
Agreement or this Article 2, (ii) such time as the HMC Group elects in writing
to terminate its rights under this Article 2, or (iii) such time as the HMC
Group cease to own any shares of Common Stock.

         2.1.4   Costs and Expenses.  The Company will pay all reasonable
out-of-pocket expenses incurred by the designees of the HMC Group in connection
with their participation in meetings of the Board of Directors (and committees
thereof) of the Company and the Boards of Directors (and committees thereof) of
the Subsidiaries of the Company.

         Section 2.2      Other Activities of the Holders; Fiduciary Duties.
It is understood and accepted that the Holders and their Affiliates have
interests in other business ventures which may be in conflict with the
activities of the Company and its Subsidiaries and that, subject to applicable
law, nothing in this Amended and Restated Stockholders Agreement shall limit
the current or future business activities of the Holders whether or not such
activities are competitive with those of the Company and its Subsidiaries.
Nothing in this Amended and Restated Stockholders Agreement, express or
implied, shall relieve any officer or director of the Company or any of its
Subsidiaries, or any Holder, of any fiduciary or other duties or obligations
they may have to the Company's stockholders.

         Section 2.3      Grant of Proxy.  Each Holder hereby constitutes and
appoints HMTF with full power of substitution, as its true and lawful proxy and
attorney-in-fact to vote any and all shares of any class or series of capital
stock of the Company or any Subsidiary of the Company held by such Holder in
accordance with the provisions of Section 2.1 of this Amended and Restated
Stockholders Agreement.  Each Holder acknowledges that the proxy granted hereby
is irrevocable, being coupled with an interest, and that such proxy will
continue until the termination of such Holder's obligation to vote any shares
in accordance with this Article 2.





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                                   ARTICLE 3

                              REGISTRATION RIGHTS

         Section 3.1      Demand Registration.

         3.1.1   Request for Registration.

                 (a)      At any time after the first anniversary of the
consummation of a Qualified IPO, any Holder or Holders may request the Company,
in writing (a "Demand Request"), to effect the registration under the
Securities Act of all or part of its or their Registrable Shares (a "Demand
Registration"); provided that the Registrable Shares proposed to be sold by the
Holders requesting a Demand Registration (the "Requesting Holders," which term
shall include parties deemed "Requesting Holders" pursuant to Section 3.1.5
hereof) represent, in the aggregate, more than 35% of the total number of
Registrable Shares held by all Holders.

                 (b)      Each Demand Request shall specify the number of
Registrable Shares proposed to be sold.  Subject to Section 3.1.6, the Company
shall file the Demand Registration within 90 days after receiving a Demand
Request (the "Required Filing Date") and shall use all commercially reasonable
efforts to cause the same to be declared effective by the SEC as promptly as
practicable after such filing; provided, that the Company need effect only
three Demand Registrations; provided, further, that if any Registrable Shares
requested to be registered pursuant to a Demand Request under this Section 3.1
are excluded from a registration pursuant to Section 3.1.4 below, the Holders
shall have the right, with respect to each such exclusion, to one additional
Demand Registration under this Section 3.1 with respect to such excluded
Registrable Shares.

         3.1.2   Effective Registration and Expenses.  A registration will not
count as a Demand Registration until it has become effective (unless the
Requesting Holders withdraw all their Registrable Shares and the Company has
performed its obligations hereunder in all material respects, in which case
such demand will count as a Demand Registration unless the Requesting Holders
pay all Registration Expenses, as hereinafter defined, in connection with such
withdrawn registration); provided, that if, after it has become effective, an
offering of Registrable Shares pursuant to a registration is interfered with by
any stop order, injunction, or other order or requirement of the SEC or other
governmental agency or court, such registration will be deemed not to have been
effected and will not count as a Demand Registration.

         3.1.3   Selection of Underwriters.  The offering of Registrable Shares
pursuant to a Demand Registration shall be in the form of a "firm commitment"
underwritten offering.  The Requesting Holders of a majority of the Registrable
Shares to be registered in a Demand Registration shall select the investment
banking firm or firms to manage the underwritten offering; provided that such
selection shall be subject to the consent of the Company, which consent shall
not be unreasonably withheld.

         3.1.4   Priority on Demand Registrations.  No securities to be sold
for the account of any Person (including the Company) other than a Requesting
Holder shall be included in a Demand Registration unless the managing
underwriter or underwriters shall advise the Company or the Requesting Holders
in writing that the inclusion of such securities will not materially and
adversely affect the price or success of the offering (a "Material Adverse
Effect").  Furthermore, in the event the managing underwriter or underwriters
shall advise the Company or the Requesting Holders that even after exclusion of
all securities of other Persons pursuant to the immediately preceding sentence,
the amount of Registrable Shares proposed to be included in such Demand
Registration by Requesting Holders is sufficiently large to cause a Material
Adverse Effect, the Registrable Shares of the Requesting Holders to be included
in such Demand Registration shall equal the





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number of shares which the Company is so advised can be sold in such offering
without a Material Adverse Effect and such shares shall be allocated pro rata
among the Requesting Holders on the basis of the number of Registrable Shares
requested to be included in such registration by each such Requesting Holder.

         3.1.5   Rights of Nonrequesting Holders.  Upon receipt of any Demand
Request, the Company shall promptly (but in any event within 10 days) give
written notice of such proposed Demand Registration to all other Holders, who
shall have the right, exercisable by written notice to the Company within 20
days of their receipt of the Company's notice, to elect to include in such
Demand Registration such portion of their Registrable Securities as they may
request.  All Holders requesting to have their Registrable Shares included in a
Demand Registration in accordance with the preceding sentence shall be deemed
to be "Requesting Holders" for purposes of this Section 3.1.

         3.1.6   Deferral of Filing.  The Company may defer the filing (but not
the preparation) of a registration statement required by Section 3.1 until a
date not later than 180 days after the Required Filing Date (or, if longer, 180
days after the effective date of the registration statement contemplated by
clause (ii) below) if (i) at the time the Company receives the Demand Request,
the Company or any of its Subsidiaries are engaged in confidential negotiations
or other confidential business activities, disclosure of which would be
required in such registration statement (but would not be required if such
registration statement were not filed), and the Board of Directors of the
Company determines in good faith that such disclosure would be materially
detrimental to the Company and its stockholders or would have a material
adverse effect on any such confidential negotiations or other confidential
business activities, or (ii) prior to receiving the Demand Request, the Board
of Directors had determined to effect a registered underwritten public offering
of the Company's securities for the Company's account and the Company had taken
substantial steps (including, but not limited to, selecting a managing
underwriter for such offering) and is proceeding with reasonable diligence to
effect such offering.  A deferral of the filing of a registration statement
pursuant to this Section 3.1.6 shall be lifted, and the requested registration
statement shall be filed forthwith, if, in the case of a deferral pursuant to
clause (i) of the preceding sentence, the negotiations or other activities are
disclosed or terminated, or, in the case of a deferral pursuant to clause (ii)
of the preceding sentence, the proposed registration for the Company's account
is abandoned.  In order to defer the filing of a registration statement
pursuant to this Section 3.1.6, the Company shall promptly (but in any event
within 10 days), upon determining to seek such deferral, deliver to each
Requesting Holder a certificate signed by an executive officer of the Company
stating that the Company is deferring such filing pursuant to this Section
3.1.6 and a general statement of the reason for such deferral and an
approximation of the anticipated delay.  Within 20 days after receiving such
certificate, the holders of a majority of the Registrable Shares held by the
Requesting Holders and for which registration was previously requested may
withdraw such Demand Request by giving notice to the Company; if withdrawn, the
Demand Request shall be deemed not to have been made for all purposes of this
Agreement.  The Company may defer the filing of a particular registration
statement pursuant to this Section 3.1.6 only once.

         Section 3.2      Piggyback Registrations.

         3.2.1   Right to Piggyback.  Each time the Company proposes to
register any of its equity securities (other than pursuant to an Excluded
Registration) under the Securities Act for sale to the public (whether for the
account of the Company, pursuant to a Demand Registration, or otherwise for the
account of any securityholder of the Company) and the form of registration
statement to be used permits the registration of Registrable Shares, the
Company shall give prompt written notice to each Holder of Registrable Shares
(which notice shall be given not less than 30 days prior to the effective date
of the Company's registration statement), which notice shall offer each such
Holder the opportunity to include any or all of its or his Registrable Shares
in such registration statement, subject to the limitations contained in Section
3.2.2 hereof.  Each Holder who desires to have its or his Registrable Shares
included in such registration statement shall so advise the Company in writing
(stating the number of shares desired to be registered) within 20 days after
the date of such notice from the Company.  Any Holder shall have the right to
withdraw such Holder's request for inclusion





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of such Holder's Registrable Shares in any registration statement pursuant to
this Section 3.2.1 by giving written notice to the Company of such withdrawal.
Subject to Section 3.2.2 below, the Company shall include in such registration
statement all such Registrable Shares so requested to be included therein;
provided, however, that the Company may at any time withdraw or cease
proceeding with any such registration if it shall at the same time withdraw or
cease proceeding with the registration of all other equity securities
originally proposed to be registered.

         3.2.2   Priority on Registrations.  If the Registrable Shares
requested to be included in the registration statement by any Holder differ
from the type of securities proposed to be registered by the Company and the
managing underwriter advises the Company that due to such differences the
inclusion of such Registrable Shares would have a Material Adverse Effect, then
(i) the number of such Holder's or Holders' Registrable Shares to be included
in the registration statement shall be reduced to an amount which, in the
judgment of the managing underwriter, would eliminate such Material Adverse
Effect or (ii) if no such reduction would, in the judgment of the managing
underwriter, eliminate such Material Adverse Effect, then the Company shall
have the right to exclude all such Registrable Shares from such registration
statement provided no other securities of such type are included and offered
for the account of any other Person in such registration statement.  Any
partial reduction in the number of Registrable Shares to be included in the
registration statement pursuant to clause (i) of the immediately preceding
sentence shall be effected pro rata based on the ratio which such Holder's
requested shares bears to the total number of shares requested to be included
in such registration statement by all Persons who have requested that their
shares be included in such registration statement.  If the Registrable Shares
requested to be included in the registration statement are of the same type as
the securities being registered by the Company and the managing underwriter
advises the Company that the inclusion of such Registrable Shares would cause a
Material Adverse Effect, the Company will be obligated to include in such
registration statement, as to each Holder, only a portion of the shares such
Holder has requested be registered equal to the ratio which such Holder's
requested shares bears to the total number of shares requested to be included
in such registration statement by all Persons (other than (i) the Company, if
such registration has been initiated by the Company for securities to be
offered by the Company and (ii) by Persons exercising their right to cause a
Demand Registration) who have requested that their shares be included in such
registration statement.  It is acknowledged by the Holders, that pursuant to
the foregoing provision, the securities to be included in such registration
shall be allocated (x) first, to the Company, if such registration has been
initiated by the Company for securities to be offered by the Company, (y)
second, to securities offered by Persons exercising their right to cause a
Demand Registration, if such registration is a Demand Registration and (z)
third, to the Holders and all other persons requesting securities to be
included therein in accordance with the above described ratio.  If as a result
of the provisions of this Section 3.2.2 any Holder shall not be entitled to
include all Registrable Securities in a registration that such Holder has
requested to be so included, such Holder may withdraw such Holder's request to
include Registrable Shares in such registration statement.  No Person may
participate in any registration statement hereunder unless such Person (x)
agrees to sell such person's Registrable Shares on the basis provided in any
underwriting arrangements approved by the Company and (y) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements, and other documents reasonably required under the terms of such
underwriting arrangements; provided, however, that no such Person shall be
required to make any representations or warranties in connection with any such
registration other than representations and warranties as to (i) such Person's
ownership of his or its Registrable Shares to be sold or transferred free and
clear of all liens, claims, and encumbrances, (ii) such Person's power and
authority to effect such transfer, and (iii) such matters pertaining to
compliance with securities laws as may be reasonably requested; provided
further, however, that the obligation of such Person to indemnify pursuant to
any such underwriting arrangements shall be several, not joint and several,
among such Persons selling Registrable Shares, and the liability of each such
Person will be in proportion to, and provided further that such liability will
be limited to, the net amount received by such Person from the sale of his or
its Registrable Shares pursuant to such registration.





                                       9
<PAGE>   10
         3.3     Holdback Agreement.  Unless the managing underwriter otherwise
agrees, each of the Company and the Holders agrees, and the Company agrees, in
connection with any underwritten registration, to use its reasonable efforts to
cause its Affiliates to agree, not to effect any public sale or private offer
or distribution of any Common Stock or Common Stock Equivalents during the ten
business days prior to the effectiveness under the Securities Act of any
underwritten registration and during such time period after the effectiveness
under the Securities Act of any underwritten registration (not to exceed 120
days) (except, if applicable, as part of such underwritten registration) as the
Company and the managing underwriter may agree.

         3.4     Registration Procedures.  Whenever any Holder has requested
that any Registrable Shares be registered pursuant to this Amended and Restated
Stockholders Agreement, the Company will use its commercially reasonable
efforts to effect the registration and the sale of such Registrable Shares in
accordance with the intended method of disposition thereof, and pursuant
thereto the Company will as expeditiously as possible:

                 (i)      prepare and file with the SEC a registration
statement on any appropriate form under the Securities Act with respect to such
Registrable Shares and use its commercially reasonable efforts to cause such
registration statement to become effective;

                 (ii)     prepare and file with the SEC such amendments,
post-effective amendments, and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than 180 days (or
such lesser period as is necessary for the underwriters in an underwritten
offering to sell unsold allotments) and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement;

                 (iii)    furnish to each seller of Registrable Shares and the
underwriters of the securities being registered such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary
prospectus), any documents incorporated by reference therein and such other
documents as such seller or underwriters may reasonably request in order to
facilitate the disposition of the Registrable Shares owned by such seller or
the sale of such securities by such underwriters (it being understood that,
subject to Section 3.5 and the requirements of the Securities Act and
applicable State securities laws, the Company consents to the use of the
prospectus and any amendment or supplement thereto by each seller and the
underwriters in connection with the offering and sale of the Registrable Shares
covered by the registration statement of which such prospectus, amendment or
supplement is a part);

                 (iv)     use its commercially reasonable efforts to register
or qualify such Registrable Shares under such other securities or blue sky laws
of such jurisdictions as the managing underwriter reasonably requests; use its
commercially reasonable efforts to keep each such registration or qualification
(or exemption therefrom) effective during the period in which such registration
statement is required to be kept effective; and do any and all other acts and
things which may be reasonably necessary or advisable to enable each seller to
consummate the disposition of the Registrable Shares owned by such seller in
such jurisdictions (provided, however, that the Company will not be required to
(A) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph or (B) consent to
general service of process in any such jurisdiction);

                 (v)      promptly notify each seller and each underwriter and
(if requested by any such Person) confirm such notice in writing (A) when a
prospectus or any prospectus supplement or post-effective amendment has been
filed and, with respect to a registration statement or any post-effective
amendment, when the same has become effective, (B) of the issuance by any state
securities or other regulatory authority of any





                                       10
<PAGE>   11
order suspending the qualification or exemption from qualification of any of
the Registrable Shares under state securities or "blue sky" laws or the
initiation of any proceedings for that purpose, and (C) of the happening of any
event which makes any statement made in a registration statement or related
prospectus untrue or which requires the making of any changes in such
registration statement, prospectus or documents so that they will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, and, as promptly as practicable thereafter, prepare and file with
the SEC and furnish a supplement or amendment to such prospectus so that, as
thereafter deliverable to the purchasers of such Registrable Shares, such
prospectus will not contain any untrue statement of a material fact or omit a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;

                 (vi)     make generally available to the Company's
securityholders an earnings statement satisfying the provisions of Section
11(a) of the Securities Act no later than 30 days after the end of the 12-month
period beginning with the first day of the Company's first fiscal quarter
commencing after the effective date of a registration statement, which earnings
statement shall cover said 12-month period, and which requirement will be
deemed to be satisfied if the Company timely files complete and accurate
information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise
complies with Rule 158 under the Securities Act;

                 (vii)    if requested by the managing underwriter or any
seller promptly incorporate in a prospectus supplement or post-effective
amendment such information as the managing underwriter or any seller reasonably
requests to be included therein, including, without limitation, with respect to
the Registrable Shares being sold by such seller, the purchase price being paid
therefor by the underwriters and with respect to any other terms of the
underwritten offering of the Registrable Shares to be sold in such offering,
and promptly make all required filings of such prospectus supplement or
post-effective amendment;

                 (viii)   as promptly as practicable after filing with the SEC
of any document which is incorporated by reference into a registration
statement (in the form in which it was incorporated), deliver a copy of each
such document to each seller;

                 (ix)     cooperate with the sellers and the managing
underwriter to facilitate the timely preparation and delivery of certificates
(which shall not bear any restrictive legends unless required under applicable
law) representing securities sold under any registration statement, and enable
such securities to be in such denominations and registered in such names as the
managing underwriter or such sellers may request and keep available and make
available to the Company's transfer agent prior to the effectiveness of such
registration statement a supply of such certificates;

                 (x)      promptly make available for inspection by any seller,
any underwriter participating in any disposition pursuant to any registration
statement, and any attorney, accountant or other agent or representative
retained by any such seller or underwriter (collectively, the "Inspectors"),
all financial and other records, pertinent corporate documents and properties
of the Company (collectively, the "Records"), as shall be reasonably necessary
to enable them to exercise their due diligence responsibility, and cause the
Company's officers, directors and employees to supply all information requested
by any such Inspector in connection with such registration statement; provided,
that, unless the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in the registration statement or the release of such
Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, the Company shall not be required to provide any
information under this subparagraph (x) if (A) the Company believes, after
consultation with counsel for the Company, that to do so would cause the
Company to forfeit an attorney-client privilege that was applicable to such
information or (B) if either (1) the Company has requested and been granted
from the SEC confidential treatment of such information contained in any filing
with the SEC or documents provided supplementally or otherwise or (2) the
Company reasonably determines in good faith that





                                       11
<PAGE>   12
such Records are confidential and so notifies the Inspectors in writing unless
prior to furnishing any such information with respect to (A) or (B) such Holder
of Registrable Securities requesting such information agrees to enter into a
confidentiality agreement in customary form and subject to customary
exceptions; and provided, further that each Holder of Registrable Securities
agrees that it will, upon learning that disclosure of such Records is sought in
a court of competent jurisdiction, give notice to the Company and allow the
Company at its expense, to undertake appropriate action and to prevent
disclosure of the Records deemed confidential;

                 (xi)     furnish to each seller underwriter a signed
counterpart of (A) an opinion or opinions of counsel to the Company, and (B) a
comfort letter or comfort letters from the Company's independent public
accountants, each in customary form and covering such matters of the type
customarily covered by opinions or comfort letters, as the case may be, as the
sellers or managing underwriter reasonably requests;

                 (xii)    cause the Registrable Shares included in any
registration statement to be (A) listed on each securities exchange, if any, on
which similar securities issued by the Company are then listed, or (B)
authorized to be quoted and/or listed (to the extent applicable) on the
National Association of Securities Dealers, Inc.  Automated Quotation
("NASDAQ") or the NASDAQ National Market System if the Registrable Shares so
qualify;

                 (xiii)   provide a CUSIP number for the Registrable Shares
included in any registration statement not later than the effective date of
such registration statement;

                 (xiv)    cooperate with each seller and each underwriter
participating in the disposition of such Registrable Shares and their
respective counsel in connection with any filings required to be made with the
National Association of Securities Dealers, Inc. ("NASD");

                 (xv)     during the period when the prospectus is required to
be delivered under the Securities Act, promptly file all documents required to
be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act;

                 (xvi)    notify each seller of Registrable Shares promptly of
any request by the SEC for the amending or supplementing of such registration
statement or prospectus or for additional information;

                 (xvii)   prepare and file with the SEC promptly any amendments
or supplements to such registration statement or prospectus which, in the
opinion of counsel for the Company or the managing underwriter, is required in
connection with the distribution of the Registrable Shares;

                 (xviii)  enter into such agreements (including underwriting
agreements in the managing underwriter's customary form) as are customary in
connection with an underwritten registration; and

                 (xix)    advise each seller of such Registrable Shares,
promptly after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the SEC suspending the effectiveness of such
registration statement or the initiation or threatening of any proceeding for
such purpose and promptly use its best efforts to prevent the issuance of any
stop order or to obtain its withdrawal at the earliest possible moment if such
stop order should be issued.

         3.5     Suspension of Dispositions.  Each Holder agrees by acquisition
of any Registrable Shares that, upon receipt of any notice (a "Suspension
Notice") from the Company of the happening of any event of the kind described
in Section 3.4(v)(C), such Holder will forthwith discontinue disposition of
Registrable Shares until such Holder's receipt of the copies of the
supplemented or amended prospectus, or until it is advised in writing (the
"Advice") by the Company that the use of the prospectus may be resumed, and has
received copies of any additional or supplemental filings which are
incorporated by reference in the prospectus, and, if so





                                       12
<PAGE>   13
directed by the Company, such Holder will deliver to the Company all copies,
other than permanent file copies then in such Holder's possession, of the
prospectus covering such Registrable Shares current at the time of receipt of
such notice.  In the event the Company shall give any such notice, the time
period regarding the effectiveness of registration statements set forth in
Section 3.4(ii) hereof shall be extended by the number of days during the
period from and including the date of the giving of the Suspension Notice to
and including the date when each seller of Registrable Shares covered by such
registration statement shall have received the copies of the supplemented or
amended prospectus or the Advice.  The Company shall use its commercially
reasonable efforts and take such actions as are reasonably necessary to render
the Advice as promptly as practicable.

         3.6     Registration Expenses.  All expenses incident to the Company's
performance of or compliance with this Article 3 including, without limitation,
all registration and filing fees, all fees and expenses associated with filings
required to be made with the NASD (including, if applicable, the fees and
expenses of any "qualified independent underwriter" as such term is defined in
Schedule E of the By-Laws of the NASD, and of its counsel), as may be required
by the rules and regulations of the NASD, fees and expenses of compliance with
securities or "blue sky" laws (including reasonable fees and disbursements of
counsel in connection with "blue sky" qualifications of the Registrable
Shares), rating agency fees, printing expenses (including expenses of printing
certificates for the Registrable Shares in a form eligible for deposit with
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by a holder of Registrable Shares), messenger and
delivery expenses, the Company's internal expenses (including without
limitation all salaries and expenses of its officers and employees performing
legal or accounting duties), the fees and expenses incurred in connection with
any listing of the Registrable Shares, fees and expenses of counsel for the
Company and its independent certified public accountants (including the
expenses of any special audit or "cold comfort" letters required by or incident
to such performance), securities acts liability insurance (if the Company
elects to obtain such insurance), the fees and expenses of any special experts
retained by the Company in connection with such registration, and the fees and
expenses of other persons retained by the Company and reasonable fees and
expenses of one firm of counsel for the sellers (which shall be selected by the
holders of a majority of the Registrable Shares being included in any
particular registration statement) (all such expenses being herein called
"Registration Expenses") will be borne by the Company whether or not any
registration statement becomes effective; provided that, except as expressly
otherwise provided above, in no event shall Registration Expenses include any
underwriting discounts, commissions, or fees attributable to the sale of the
Registrable Shares or any counsel, accountants, or other persons retained or
employed by the Holders.

         3.7     Indemnification.

         3.7.1   The Company agrees to indemnify and reimburse, to the fullest
extent permitted by law, each seller of Registrable Shares, and each of its
employees, advisors, agents, representatives, partners, officers, and directors
and each Person who controls such seller (within the meaning of the Securities
Act or the Exchange Act) and any agent or investment advisor thereof
(collectively, the "Seller Affiliates") (A) against any and all losses, claims,
damages, liabilities, and expenses, joint or several (including, without
limitation, attorneys' fees and disbursements except as limited by 3.7.3) based
upon, arising out of, related to or resulting from any untrue or alleged untrue
statement of a material fact contained in any registration statement,
prospectus, or preliminary prospectus or any amendment thereof or supplement
thereto, or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, (B)
against any and all loss, liability, claim, damage, and expense whatsoever, as
incurred, to the extent of the aggregate amount paid in settlement of any
litigation or investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based





                                       13
<PAGE>   14
upon, arising out of, related to or resulting from any such untrue statement or
omission or alleged untrue statement or omission, and (C) against any and all
costs and expenses (including reasonable fees and disbursements of counsel) as
may be reasonably incurred in investigating, preparing, or defending against
any litigation, or investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon, arising out
of, related to or resulting from any such untrue statement or omission or
alleged untrue statement or omission, to the extent that any such expense or
cost is not paid under subparagraph (A) or (B) above; except insofar as the
same are made in reliance upon and in strict conformity with information
furnished in writing to the Company by such seller or any Seller Affiliate for
use therein or arise from such seller's or any Seller Affiliate's failure to
deliver a copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such seller or Seller
Affiliate with a sufficient number of copies of the same.  The reimbursements
required by this Section 3.7.1 will be made by periodic payments during the
course of the investigation or defense, as and when bills are received or
expenses incurred.

         3.7.2   In connection with any registration statement in which a
seller of Registrable Shares is participating, each such seller will furnish to
the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any such registration statement
or prospectus and, to the fullest extent permitted by law, each such seller
will indemnify the Company and its directors and officers and each Person who
controls the Company (within the meaning of the Securities Act or the Exchange
Act) against any and all losses, claims, damages, liabilities, and expenses
(including, without limitation, reasonable attorneys' fees and disbursements
except as limited by Section 3.7.3) resulting from any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement, prospectus, or any preliminary prospectus or any amendment thereof
or supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission is contained in any information or
affidavit so furnished in writing by such seller or any of its Seller
Affiliates specifically for inclusion in the registration statement; provided
that the obligation to indemnify will be several, not joint and several, among
such sellers of Registrable Shares, and the liability of each such seller of
Registrable Shares will be in proportion to, and provided further that such
liability will be limited to, the net amount received by such seller from the
sale of Registrable Shares pursuant to such registration statement; provided,
however, that such seller of Registrable Shares shall not be liable in any such
case to the extent that prior to the filing of any such registration statement
or prospectus or amendment thereof or supplement thereto, such seller has
furnished in writing to the Company information expressly for use in such
registration statement or prospectus or any amendment thereof or supplement
thereto which corrected or made not misleading information previously furnished
to the Company.

         3.7.3   Any Person entitled to indemnification hereunder will (A) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give such notice
shall not limit the rights of such Person) and (B) unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that any person
entitled to indemnification hereunder shall have the right to employ separate
counsel and to participate in the defense of such claim, but the fees and
expenses of such counsel shall be at the expense of such person unless (x) the
indemnifying party has agreed to pay such fees or expenses, or (y) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such person.  If such defense is not
assumed by the indemnifying party as permitted hereunder, the indemnifying
party will not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent will not be
unreasonably withheld).  If such defense is assumed by the indemnifying party
pursuant to the provisions hereof, such indemnifying party shall not settle or
otherwise compromise the applicable claim unless (1) such settlement or
compromise contains a full and unconditional release of the indemnified party
or (2) the indemnified party otherwise consents in writing.  An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim
will not be obligated to pay the fees and expenses of more than one counsel for
all parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party, a conflict of
interest may exist between such indemnified party and any other of such





                                       14
<PAGE>   15
indemnified parties with respect to such claim, in which event the indemnifying
party shall be obligated to pay the reasonable fees and disbursements of such
additional counsel or counsels.

         3.7.4   Each party hereto agrees that, if for any reason the
indemnification provisions contemplated by Section 3.7.1 or Section 3.7.2 are
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages, liabilities, or expenses (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, liabilities, or expenses (or actions in respect thereof) in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the actions
which resulted in the losses, claims, damages, liabilities or expenses as well
as any other relevant equitable considerations.  The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or indemnified party, and
the parties relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.  The parties hereto agree
that it would not be just and equitable if contribution pursuant to this
Section 3.7.4 were determined by pro rata allocation (even if the Holders or
any underwriters or all of them were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to in this Section 3.7.4.  The amount paid or payable
by an indemnified party as a result of the losses, claims, damages,
liabilities, or expenses (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or, except
as provided in Section 3.7.3, defending any such action or claim.
Notwithstanding the provisions of this Section 3.7.4, no Holder shall be
required to contribute an amount greater than the dollar amount by which the
proceeds received by such Holder with respect to the sale of any Registrable
Shares exceeds the amount of damages which such Holder has otherwise been
required to pay by reason of such statement or 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.  The Holders' obligations in this
Section 3.7.4 to contribute shall be several in proportion to the amount of
Registrable Shares registered by them and not joint.

         If indemnification is available under this Section 3.7, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Section 3.7.1 and Section 3.7.2 without regard to the relative
fault of said indemnifying party or indemnified party or any other equitable
consideration provided for in this Section 3.7.4.

         3.7.5   The indemnification and contribution provided for under this
Amended and Restated Stockholders Agreement will remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified
party or any officer, director, or controlling Person of such indemnified party
and will survive the transfer of securities.

                                   ARTICLE 4

                            TRANSFERS OF SECURITIES

         Section 4.1      Drag Along Rights.

         4.1.1   Applicability.  In connection with any Transfer by members of
the HMC Group of shares of Common Stock representing more than 50% of the
shares of Common Stock then held by the HMC Group (a "Significant Sale"), the
HMC Group shall have the right to require each non-selling Holder (each, a
"Co-Seller") to Transfer a portion of its Common Stock which represents the
same percentage of the Fully-Diluted Common Stock held by such Co-Seller as the
shares being disposed of by the HMC Group represent of the





                                       15
<PAGE>   16
Fully-Diluted Common Stock held by the HMC Group. (For example, if the HMC
Group is selling 50% of their Fully-Diluted Common Stock position, each
Co-Seller shall be required to sell 50% of its Fully-Diluted Common Stock
position.) All Common Stock Transferred by Holders pursuant to this Section 4.1
shall be sold at the same price and otherwise treated identically with the
Common Stock being sold by the HMC Group in all respects; provided, that the
Co-Seller shall not be required to make any representations or warranties in
connection with such Transfer other than representations and warranties as to
(i) such Co-Seller's ownership of his or its Common Stock to be Transferred
free and clear of all liens, claims and encumbrances, (ii) such Co-Seller's
power and authority to effect such transfer, and (iii) such matters pertaining
to compliance with securities laws as the transferee may reasonably require
except that the transferee may not require that each Transferring Co-Seller be
an Accredited Investor.

         4.1.2   Notice of Significant Sale.  HMTF, on behalf of the HMC Group,
shall give each Co-Seller at least 30 days' prior written notice of any
Significant Sale as to which the HMC Group intends to exercise its rights under
Section 4.1. If the HMC Group elects to exercise its rights under Section 4.1,
the Co-Sellers shall take such actions as may be reasonably required and
otherwise cooperate in good faith with the HMC Group in connection with
consummating the Significant Sale (including, without limitation, the voting of
any Common Stock or other voting capital stock of the Company to approve such
Significant Sale).  At the closing of such Significant Sale, each Co-Seller
shall deliver certificates for all shares of Common Stock to be sold by such
Co-Seller, duly endorsed for transfer, with the signature guaranteed, to the
purchaser against payment of the appropriate purchase price.

         Section 4.2      Tag Along Rights.

         4.2.1   Applicability.  If the HMC Group desires to effect a
Significant Sale and it does not elect to exercise its rights under Section 4.1
hereof, then at least 30 days prior to the closing of such Significant Sale,
HMTF and the Company shall cause the HMC Group to make an offer (the
"Participation Offer") to each Co-Seller to include in the proposed Significant
Sale a portion of its Common Stock which represent the same percentage of such
Co-Seller's Fully Diluted Common Stock as the shares being sold by the HMC
Group represent of its Fully-Diluted Common Stock; provided that, if the
consideration to be received by the HMC Group includes any securities, then,
unless HMTF and the transferee both reasonably determine that an exemption is
otherwise available under the Securities Act and all applicable state
securities laws for such transaction, only Co-Sellers who have certified to the
reasonable satisfaction of HMTF that they are Accredited Investors shall be
entitled to participate in such transaction, unless the transferee consents
otherwise.

         4.2.2   Terms of Participation Offer.  The Participation Offer shall
describe the terms and conditions of the proposed Significant Sale and shall be
conditioned upon (i) the consummation of the transactions contemplated in the
Participation Offer with the transferee named therein, and (ii) each
Co-Seller's execution and delivery of all agreements and other documents as the
members of the HMC Group are required to execute and deliver in connection with
such Significant Sale (provided that the Co-Seller shall not be required to
make any representations or warranties in connection with such sale or transfer
other than representations and warranties as to (A) such Co-Seller's ownership
of his Common Stock to be sold or transferred free and clear of all liens,
claims, and encumbrances, (B) such Co-Seller's power and authority to effect
such transfer and (C) such matters pertaining to compliance with securities
laws as the transferee may reasonably require).  If any Co-Seller shall accept
the Participation Offer, HMTF and the Company shall cause the HMC Group to
reduce, to the extent necessary, the number of shares of Common Stock it
otherwise would have sold in the proposed transfer so as to permit those
Co-Sellers who have accepted the Participation Offer to sell the number of
shares of Common Stock that they are entitled to sell under this Section 4.2,
and HMTF shall cause the HMC Group to transfer and such Co-Sellers shall
transfer the number of shares Common Stock specified in the Participation Offer
to the proposed transferee in accordance with the terms of such transfer as set
forth in the Participation Offer.





                                       16
<PAGE>   17
         Section 4.3      Certain Events Not Deemed Transfers.  In no event
shall any exchange, reclassification, or other conversion of shares into any
cash, securities, or other property pursuant to a merger or consolidation of
the Company or any Subsidiary with, or any sale or transfer by the Company or
any Subsidiary of all or substantially all its assets to, any Person constitute
a Significant Sale of shares of Common Stock by the HMC Group for purposes of
Section 4.1 or 4.2.  In addition, Sections 4.1 and 4.2 hereof shall not apply
to any transfer, sale, or disposition of shares of Common Stock solely among
members of the HMC Group.

         Section 4.4      Transfer and Exchange.  When Securities are presented
to the Company with a request to register the transfer of such Securities or to
exchange such Securities for Securities of other authorized denominations, the
Company shall register the transfer or make the exchange as requested if the
requirements of this Amended and Restated Stockholders Agreement for such
transaction are met; provided, however, that the Securities surrendered for
transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Company, duly executed by
the Holder thereof or its attorney and duly authorized in writing.  No service
charge shall be made for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith.

         Section 4.5      Replacement Securities.  If a mutilated Security is
surrendered to the Company or if the Holder of a Security claims and submits an
affidavit or other evidence, satisfactory to the Company, to the effect that
the Security has been lost, destroyed or wrongfully taken, the Company shall
issue a replacement Security if the Company's requirements are met.  If
required by the Company, such Securityholder must provide an indemnity bond, or
other form of indemnity, sufficient in the judgment of the Company to protect
the Company against any loss which may be suffered.  The Company may charge
such Securityholder for its reasonable out-of-pocket expenses in replacing a
Security which has been mutilated, lost, destroyed or wrongfully taken.

                                   ARTICLE 5

                            LIMITATION ON TRANSFERS

         Section 5.1      Restrictions on Transfer.  The Securities shall not
be Transferred or otherwise conveyed, assigned or hypothecated before
satisfaction of (i) the conditions specified in this Section 5.1 and Sections
5.2 through 5.3, which conditions are intended to ensure compliance with the
provisions of the Securities Act with respect to the Transfer of any Security
and (ii) if applicable, Article 4 hereof.  Any purported Transfer in violation
of this Article 5 and/or, if applicable, Article 4 hereof shall be void
Achievement Bonus initio and of no force or effect.  Except for Transfers made
pursuant to Sections 4.1 or 4.2 hereof (it being understood that transactions
pursuant to such Sections are not subject to this Article 5) and except for
Transfers to the public pursuant to an effective registration statement or
sales to the public pursuant to Rule 144 under the Securities Act otherwise
permitted hereunder, each Holder will cause any proposed transferee of any
Security or any interest therein held by it to agree to take and hold such
securities subject to the provisions and upon the conditions specified in this
Amended and Restated Stockholders Agreement.  Each Holder shall not Transfer,
convey, assign or hypothecate any Securities to any Affiliate of such Holder or
any member of such Holder's family unless such Holder shall have and retain all
voting rights with respect to such Securities.

         Section 5.2      Restrictive Legends.

         5.2.1   Securities Act Legend.  Except as otherwise provided in
Section 5.4 hereof, each Security held by a Holder, and each Security issued to
any subsequent transferee of such Security, shall be stamped or otherwise
imprinted with a legend in substantially the following form:





                                       17
<PAGE>   18
         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE
SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION OF THE ISSUER, MAY INCLUDE
AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE,
PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR
STATE SECURITIES LAWS.

         5.2.2   Other Legends.  Each Security issued to each Holder or a
subsequent transferee shall include a legend in substantially the following
form:

         THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER, VOTING AND OTHER
TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED STOCKHOLDERS
AGREEMENT DATED AS OF MAY ___, 1998, A COPY OF WHICH MAY BE OBTAINED FROM
CAPSTAR BROADCASTING CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICES.

         Section 5.3      Right of First Refusal.

         5.3.1   Right of First Refusal.  Prior to any Transfer or attempted
Transfer by any Holder of any Securities or Common Stock Equivalents (the
"Offered Securities") other than pursuant to a registration under the
Securities Act, the Holder of such Offered Securities shall (i) give prior
written notice (a "Transfer Notice") to HMTF of such Holder's intention to
effect such Transfer, describing the terms and conditions of the proposed
Transfer, including the identity of the prospective transferee(s), the number
of shares of Offered Securities such Holder desires to sell and the purchase
price.  After receipt of the Transfer Notice, HMTF (or as provided in Section
5.3.3, an assignee of HMTF who is a member of the HMC Group) shall have the
option for 15 days from the date of receipt of the Transfer Notice to elect to
purchase all, but not less than all, of the Offered Securities upon the same
terms and conditions as those set forth in the Transfer Notice by delivering a
written notice (the "Election Notice") of such election to such Holder within
such 15-day period.  The Holder shall not consummate such Transfer until the
earlier to occur of the lapse of the 15-day period or the date on which HMTF
(acting for itself or, if applicable, its assignee) notifies such Holder in
writing that it will not exercise its rights under this Section 5.3 (the
"Authorization Date").  If neither HMTF (nor any assignee) has elected to
purchase all of the Offered Securities or has failed to make a timely election,
such Holder may Transfer all, but not less than all, of the Offered Securities
to the prospective transferee(s) thereof specified in the Transfer Notice, at a
price and on terms no more favorable to such prospective transferee(s) than as
specified in the Transfer Notice, during the 30-day period immediately
following the Authorization Date, provided that, if required by the Company,
such Holder shall either (i) provide to the Company an opinion reasonably
satisfactory to the Company (or supply such other evidence reasonably
satisfactory to the Company) that the proposed Transfer may be effected without
registration under the Securities Act, or (ii) certify to the Company that the
Holder reasonably believes that each proposed transferee is a "qualified
institutional buyer" and that such Holder has taken reasonable steps to make
each proposed transferee aware that such Holder may rely on Rule 144A under the
Securities Act in effecting such Transfer.  Each Security issued upon such
Transfer shall bear the restrictive legends set forth in Section 5.2, unless in
the reasonable judgment of counsel for the Company such legend is not required
in order to ensure compliance with the Securities Act.  If the Offered
Securities are not so transferred within such 30-day period, such Offered
Securities must be reoffered to HMTF in accordance with the provisions of this
Section 5.3 if such Holder still desires to Transfer the Offered Securities.

         5.3.2   Closing.  If HMTF (or an assignee) exercises the right to
purchase the Offered Securities by timely delivery of the Election Notice,
unless otherwise agreed by the Holder of the Offered Securities and HMTF
(acting for itself, or if applicable, its assignee), the closing will take
place at the offices of the Company





                                       18
<PAGE>   19
in Dallas, Texas on the fifth business day after the date of the Election
Notice.  At the closing, HMTF (or, if applicable, its assignee) will pay the
purchase price set forth in the Transfer Notice in cash (by certified or
cashier's check) solely upon such Holder's delivery to HMTF (or, if applicable,
its assignee) of valid certificates or agreements evidencing all of the Offered
Securities then being purchased pursuant to the Election Notice.  Certificates
or agreements representing the Offered Securities will be duly endorsed (with
signature guaranteed) for transfer to HMTF (or, if applicable, its assignee).
By delivery of such certificates or agreements to HMTF (or, if applicable, its
assignee) such Holder will be deemed to represent and warrant to HMTF (or, if
applicable, its assignee) that the transferred Offered Securities are owned by
such Holder free and clear of all liens, adverse claims, and other encumbrances
other than as provided in this Amended and Restated Stockholders Agreement.
The Holder will promptly perform, whether before or after any such closing,
such additional acts (including without limitation executing and delivering
additional documents) as are reasonably required by either such party to effect
more fully the transactions contemplated by this Section 5.3.

         5.3.3   Assignment.  The rights of HMTF under this Section 5.3 may be
assigned or transferred in whole or in part by HMTF, without any consent or
other action on the part of any other party hereto, to any one or more members
of the HMC Group.

         Section 5.4      Termination of Certain Restrictions.  Notwithstanding
the foregoing provisions of this Section 5, the restrictions imposed by Section
5.3.1 upon the transferability of the Securities and the legend requirements of
Section 5.2.1 shall terminate as to any Security (i) when and so long as such
Security shall have been effectively registered under the Securities Act and
disposed of pursuant thereto or disposed of pursuant to the provisions of Rule
144 or (ii) when the Company shall have received an opinion of counsel
reasonably satisfactory to it that such Security may be transferred without
registration thereof under the Securities Act and that such legend may be
removed.  Whenever the restrictions imposed by Section 5.2 shall terminate as
to any Security, the Holder thereof shall be entitled to receive from the
Company, at the Company's expense, a new Security not bearing the restrictive
legend set forth in Section 5.2.

                                   ARTICLE 6

                                PURCHASE OPTION

         Section 6.1.  Purchase Option.

         6.1.1   Purchase Option.  If (i), and at such time as, a Holder is no
longer a director, officer or employee of the Company or any Subsidiary of the
Company, for any reason at any time or (ii) a Change of Control occurs, the
Company shall have the option (the "Purchase Option") to purchase, and if the
Purchase Option is exercised, such Holder (or the executor or administrator of
such Holder's estate, in the event of such Holder's death, or such Holder's
legal representative in the event of his incapacity) (hereinafter, collectively
with such Holder, the "Grantor") shall sell to HMTF (or, as provided in Section
6.1.4, an assignee of HMTF) all or any portion (at the option of HMTF acting
for itself or, if applicable, its assignee) of the shares of Common Stock, the
Warrants, and/or Common Stock Equivalents held by the Grantor (such shares of
Common Stock, the Warrants, and/or Common Stock Equivalents collectively being
referred to as the "Purchasable Securities"), subject to HMTF's (or, if
applicable, its assignee's) compliance with the conditions hereinafter set
forth.  HMTF (acting for itself or, if applicable, its assignee) shall give
notice (the "Purchase Notice") in writing to the Grantor of the exercise of the
Purchase Option within one year from the date such Holder is no longer a
director, officer or employee of the Company or any Subsidiary of the Company
or such Change of Control.  Such Purchase Notice shall state the number of
Purchasable Securities to be purchased and the exercise price for each
Purchasable Security (on a per share basis or, in the case of securities other
than capital stock, other applicable denomination).  If no notice is given
within the time limit specified above, the Purchase Option shall terminate.





                                       19
<PAGE>   20
         6.1.2   Closing.  Unless otherwise agreed by the Grantor and HMTF
(acting for itself or, if applicable, its assignee), the closing of each
exercise of the Purchase Option will take place at the offices of the Company
in Dallas, Texas, on the fifth business day after the Purchase Notice is mailed
or delivered in accordance with this Section 6.1.  At the closing, HMTF (of, if
applicable, its assignee) will pay the exercise price to the Grantor in cash
(by certified or cashier's check) solely upon such Grantor's delivering to HMTF
(or, if applicable, its assignee) of valid certificates or agreements
evidencing all Purchasable Securities then being purchased pursuant to the
exercise of the Purchase Option.  Certificates or agreements representing the
Purchasable Securities will be duly endorsed (with signature guaranteed) for
transfer to HMTF (or, if applicable, its assignee).  Upon delivery of such
certificates or agreements to HMTF (or, if applicable, its assignee) , the
Grantor will be deemed to represent and warrant to HMTF (or, if applicable, its
assignee) that the transferred Purchasable Securities are owned by the Grantor
free and clear of all liens, adverse claims, and other encumbrances other than
as provided in this Amended and Restated Stockholders Agreement.  In the event
that, notwithstanding the foregoing, the Grantor shall have failed to obtain
the release of any lien, adverse claim or other encumbrance on any Purchasable
Securities by the scheduled closing date, at the option of HMTF (acting, for
itself or, if applicable, its assignee) such closing shall nevertheless occur
on such scheduled closing date, with the exercise price being reduced to the
extent of all unpaid indebtedness for which such Purchasable Securities are
then encumbered.  Payment of the exercise price for the Purchasable Securities
is not required in order to effect the timely exercise of the Purchase Option.
In order to ensure the transfer of the Purchasable Securities purchased upon
exercise of the Purchase Option, the Grantor hereby appoints HMTF as his or its
attorney in fact for the purpose of effecting any such transfer, and the
Grantor acknowledges and agrees that such power of attorney is coupled with an
interest and is irrevocable.  Moreover, HMTF (or, if applicable, its assignee)
and the Grantor will promptly perform, whether before or after any Purchase
Option closing, such additional acts (including without limitation executing
and delivering additional documents) as are reasonably required by either such
party to effect more fully the transactions contemplated hereby.

         6.1.3   Exercise Price.  The exercise price for each Purchasable
Security will equal the Appraised Value per share (or, in the case of
securities other than capital stock, other applicable denomination) to be paid
in connection with the exercise of the Purchase Option.

         6.1.4   Assignment of Purchase Option.  The Purchase Option may be
assigned or transferred in whole or in part by HMTF to any one or more members
of the HMC Group without any consent or other action on the part of any other
party hereto.

         Section 6.2      Option by Certain Unaccredited Holders.

         6.2.1   Grant of Option.  Upon the occurrence of an Option Transaction
(as defined in Section 6.2.2 hereof) with respect to the Company, each Holder
shall be deemed to have granted to HMTF, an option ("Option") to purchase, upon
the terms and conditions set forth herein, all Securities held by such Holder
and all shares, notes, or other securities now or hereafter issued or issuable
in respect of any such Securities (whether issued or issuable by the Company or
any other person or entity) (collectively, the "Option Securities").

         6.2.2   Option Transaction.  The Option may be exercised only if (a)
the Company is engaged in or proposes to engage in a transaction in which any
shares, notes, or other securities will be issued to such Holder in a
transaction constituting a "sale" within the meaning of Section 2(3) of the
Securities Act (whether through a merger, consolidation, exchange, or
purchase), (b) the Holder is not an Accredited Investor at the time of the
respective transaction (an "Unaccredited Holder"), (c) no security holder
(except for such Unaccredited Holder or any other person granting a similar
option to HMTF) of the Company involved in the respective transaction fails at
the time of such transaction to qualify as an Accredited Investor, and (d) the
issuer of the shares, notes, or other securities involved in such transaction
(as conclusively evidenced by any notice signed in good faith





                                       20
<PAGE>   21
by an executive officer or other authorized representative of HMTF) has not
prepared and is not expected to prepare in connection with such transaction
appropriate disclosure documents that are sufficient to register such shares,
notes, or other securities under the Securities Act or to exempt such
registration in accordance with Regulation D. Each transaction for which the
Option may be exercised as provided in this Section 6.2.2 is herein referred to
as an "Option Transaction."

         6.2.3   Exercise of Option.  HMTF may exercise the Option solely with
respect to all, but not less than all, of such Unaccredited Holder's Option
Securities involved in the respective Option Transaction.  The Option may be
exercised with respect to such Option Securities at any time before the
consummation of the respective Option Transaction for which the Option is then
exercisable.  The exercise of the Option will be timely and effectively made if
HMTF provides written notice (the "Option Notice") of such exercise to such
Unaccredited Holder before such consummation of the respective Option
Transaction.  The earliest date on which such notice is so mailed or delivered
will constitute the respective exercise date of the Option to which such notice
relates.

         6.2.4   Closing.  Unless otherwise agreed by HMTF and such
Unaccredited Holder, the closing of each exercise of the Option will take place
at the offices of the Company in Dallas, Texas, on the fifth business day after
notice of the Option's exercise is mailed or delivered in accordance with
Section 6.2.3.  At the closing, HMTF will pay the exercise price to such
Unaccredited Holder in cash (by certified or cashier's check) solely upon such
Unaccredited Holder's delivering to HMTF valid certificates evidencing all
Option Securities then being purchased pursuant to the exercise of the Option.
Such certificates will be duly endorsed (with signature guaranteed) for
transfer to HMTF, and upon delivery of such certificates to HMTF, such
Unaccredited Holder will be deemed to represent and warrant to HMTF that the
transferred Option Securities are owned by such Unaccredited Holder free and
clear of all liens, adverse claims, and other encumbrances other than as
provided in this Amended and Restated Stockholders Agreement.  Payment of the
exercise price for the Option Securities is not required in order to effect the
timely exercise of the Option.  In order to ensure the transfer of the Option
Securities purchased upon exercise of the Option, each Unaccredited Holder
hereby severally appoints HMTF as his or its attorney in fact for the purpose
of effecting any such transfer, and each Unaccredited Holder acknowledges and
agrees that such power of attorney is coupled with an interest and is
irrevocable.  Moreover, HMTF and each Unaccredited Holder will promptly
perform, whether before or after any Option closing, such additional acts
(including without limitation executing and delivering additional documents) as
are reasonably required by either such party to effect more fully the
transactions contemplated hereby.

         6.2.5   Exercise Price.  The exercise price for each Option Security
will equal the Appraised Value per share (or, in the case of securities other
than capital stock, other applicable denomination) to be paid in connection
with the Option Transaction.

         6.2.6   Assignment of Option.  The Option may be assigned or
transferred in whole or in part by HMTF to any one or more members of the HMC
Group without any consent or other action on the part of any Holder, and all
references herein to "HMTF" will include without limitation each assignee or
transferee of all or any part of the Option.

                                   ARTICLE 7

                                  TERMINATION

         The provisions of this Agreement shall terminate on July 8, 2007;
provided, however, that Sections 4.1 and 4.2 and Articles 2, 5 (other than
Sections 5.2 and 5.4) and 6 of this Agreement shall terminate upon the
consummation prior to July 8, 2007 of a Qualified IPO.





                                       21
<PAGE>   22
                                   ARTICLE 8

                                 MISCELLANEOUS

         Section 8.1      Notices.  Any notices or other communications
required or permitted hereunder shall be in writing, and shall be sufficiently
given if made by hand delivery, by telex, by telecopier or registered or
certified mail, postage prepaid, return receipt requested, addressed as follows
(or at such other address as may be substituted by notice given as herein
provided):

         If to the Company:

                 Capstar Broadcasting Partners, Inc.
                 600 Congress Avenue, Suite 1270
                 Austin, Texas  78701
                 Attention:  R. Steven Hicks

         Copies to:

                 Vinson & Elkins L.L.P.
                 3700 Trammell Crow Center
                 2001 Ross Avenue
                 Dallas, Texas  75201
                 Attention:       Michael D. Wortley

         If to HMTF:

                 Hicks, Muse, Tate & Furst Incorporated
                 200 Crescent Court, Suite 1600
                 Dallas, Texas 75201
                 Attention:       Thomas 0. Hicks
                                  John R. Muse
                                  Jack D. Furst
                                  Lawrence D. Stuart, Jr.

                 Hicks, Muse, Tate & Furst Incorporated
                 1325 Avenue of the Americas
                 25th Floor
                 New York, New York 10019
                 Attention:       Charles W. Tate
                                  Alan B. Menkes
                                  Michael J. Levitt

         Copies to:

                 Vinson & Elkins L.L.P.
                 3700 Trammell Crow Center
                 2001 Ross Avenue
                 Dallas, Texas  75201
                 Attention:       Michael D. Wortley

         If to any Holder, at its address listed on the signature pages hereof.





                                       22
<PAGE>   23
         Any notice or communication hereunder shall be deemed to have been
given or made as of the date so delivered if personally delivered; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and
five calendar days after mailing if sent by registered or certified mail
(except that a notice of change of address shall not be deemed to have been
given until actually received by the addressee).

         Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.  If a notice
or communication is mailed in the manner provided above, it is duly given,
whether or not the addressee receives it.

         Section 8.2      Legal Holidays.  A "Legal Holiday" used with respect
to a particular place of payment is a Saturday, a Sunday or a day on which
banking institutions at such place are not required to be open.  If a payment
date is a Legal Holiday at such place, payment may be made at such place on the
next succeeding day that is not a Legal Holiday, and no interest on the amount
of such payment shall accrue for the intervening period.

         Section 8.3      Governing Law; Jurisdiction.  THIS AMENDED AND
RESTATED STOCKHOLDERS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.

         Section 8.4      Successors and Assigns.  Whether or not an express
assignment has been made pursuant to the provisions of this Amended and
Restated Stockholders Agreement, provisions of this Amended and Restated
Stockholders Agreement that are for the Holders' benefit as the holders of any
Securities are also for the benefit of, and enforceable by, all subsequent
holders of Securities, except as otherwise expressly provided herein.  This
Amended and Restated Stockholders Agreement shall be binding upon the Company,
each Holder, and their respective successors and assigns.  If other than the
Company, the issuer of any capital stock into which Common Stock may be changed
shall execute and deliver to the Holders, as a condition precedent to effecting
such change, an agreement substantially similar to this Amended and Restated
Stockholders Agreement in which the issuer is the "Company."

         Section 8.5      Duplicate Originals.  All parties may sign any number
of copies of this Amended and Restated Stockholders Agreement.  Each signed
copy shall be an original, but all of them together shall represent the same
agreement.

         Section 8.6      Severability.  In case any provision in this Amended
and Restated Stockholders Agreement shall be held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and the remaining
provisions shall not in any way be affected or impaired thereby.

         Section 8.7      No Waivers; Amendments.

         8.7.1   No failure or delay on the part of the Company or any Holder
in exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy.  The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the Company or
any Holder at law or in equity or otherwise.

         8.7.2   Any provision of this Amended and Restated Stockholders
Agreement may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by the Company and the Required Holders; provided that
no such amendment or waiver shall, (i) unless signed by all of the Holders,
amend the provisions of Section 2.1, (ii) unless signed by all of the Holders
affected, (A) amend the provisions of this





                                       23
<PAGE>   24
Section 8.7.2 or (B) change the number of Holders which shall be required for
the Holders or any of them to take any action under this Section 8.7.2 or any
other provision of this Amended and Restated Stockholders Agreement, and (iii)
unless signed by a majority in interest of the Holders who are not members of
the HMC Group, amend Article 3, Section 4.1, Section 4.2 or Articles 5 or 6, or
grant a waiver thereunder.

         Section 8.8      Third Parties.  Each member of the HMC Group is an
intended third party beneficiary of this Amended and Restated Stockholders
Agreement and, to the extent applicable, bound by the provisions hereof
including without limitation Article III and Section 4.2 hereof.

         Section 8.9      Additional Holders.  From time to time, additional
securityholders of the Company may become "Holders" under this Amended and
Restated Stockholders Agreement, without the consent of any other Holder, upon
the execution by the President of the Company (the "President") and such party
of a supplement to this Amended and Restated Stockholders Agreement in
substantially the same form as Exhibit A attached hereto (each, a
"Supplement").  Each Holder and HMTF hereby consents to the execution of
Supplements by the President and irrevocably agrees that the President's
execution of a Supplement shall be binding on each of the Holders and HMTF as
if it had executed such Supplement.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                       24
<PAGE>   25
           SIGNATURES TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

         IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Stockholders Agreement to be duly executed, all as of the date first
written above.

                                   CAPSTAR BROADCASTING CORPORATION



                                   By:
                                      -------------------------------------
                                   Name:
                                        -----------------------------------
                                   Title:
                                         ----------------------------------


                                   HMTF OPERATING, INC.



                                   By:
                                      -------------------------------------
                                   Name:
                                        -----------------------------------
                                   Title:
                                         ----------------------------------


                                   HOLDERS:



                                   ----------------------------------------
                                   D. Geoffrey Armstrong



                                   ----------------------------------------
                                   Darla S. John W. Barger



                                   ----------------------------------------
                                   Kim Borron

                                   BT CAPITAL PARTNERS, INC.


                                   By:
                                      -------------------------------------
                                   Name:
                                        -----------------------------------
                                   Title:
                                         ----------------------------------




                                      S-1
<PAGE>   26

                                   ----------------------------------------
                                   John D. Cullen



                                   ----------------------------------------
                                   Thomas O. Hicks



                                   ----------------------------------------
                                   William R. Hicks



                                   ----------------------------------------
                                   Rebecca A. McConnell


                                   ERIC C. NEUMAN SPECIAL TRUST



                                   By:
                                      -------------------------------------
                                      Reed W. Neuman, Trustee




                                   ----------------------------------------
                                   Eric W. Neuman


                                   ----------------------------------------
                                   Bill Schwartz


                                   STANSELL COMMUNICATIONS, INC.



                                   By:
                                      -------------------------------------
                                   Name:
                                        -----------------------------------
                                   Title:
                                         ----------------------------------




                                      S-2
<PAGE>   27

                                   ----------------------------------------
                                   James I. Stansell, Jr.



                                   ----------------------------------------
                                   Paul D. Stone



                                   ----------------------------------------
                                   Lawrence D. Stuart, Jr.






                                      S-3
<PAGE>   28
                                   EXHIBIT A

           SUPPLEMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

   
         This Supplement (this "Supplement") to the Amended and Restated
Stockholders Agreement dated as of May 18, 1998, by and among Capstar
Broadcasting Corporation, a Delaware corporation (the "Company"), the
securityholders listed on the signature pages thereto, and Hicks, Muse, Tate &
Furst Incorporated, a Texas corporation, as amended or supplemented (the
"Amended and Restated Stockholders Agreement"), is entered into as of
_________________, 199__, between ________________________ (the "New Holder"),
and the President of the Company, pursuant to the terms of the Amended and
Restated Stockholders Agreement.
    


                                   AGREEMENTS

         For valuable consideration, the receipt of which is hereby
acknowledged, New Holder is added as a "Holder" under the Amended and Restated
Stockholders Agreement and New Holder hereby agrees that it shall be bound by
the terms thereof.

         Executed as of the date first written above.

                                   NEW HOLDER:




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

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

                                   Address:

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

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

                                   PRESIDENT:

                                   ----------------------------------------
                                                              , President
                                   ---------------------------




                                      A-1