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                                                                    EXHIBIT 4.43
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                                  $750,000,000

                      9% SENIOR SUBORDINATED NOTES DUE 2008



                          REGISTRATION RIGHTS AGREEMENT

                         Dated as of September 30, 1998

                                      Among

                   CHANCELLOR MEDIA CORPORATION OF LOS ANGELES

                                    as Issuer

                           THE GUARANTORS NAMED HEREIN

                                       and

                              GOLDMAN, SACHS & CO.
                              as Initial Purchasers


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                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "AGREEMENT"), dated
as of September 30, 1998, is being entered into among Chancellor Media
Corporation of Los Angeles, a Delaware corporation (the "COMPANY"), each of the
subsidiaries of the Company listed on the signature pages hereto (the
"GUARANTORS" and, together with the Company, the "ISSUERS") and Goldman, Sachs &
Co. (the "INITIAL PURCHASERS").

                  This Agreement is being entered into in connection with the
Purchase Agreement, dated as of September 25, 1998, among the Company, the
Guarantors and the Initial Purchasers (the "PURCHASE AGREEMENT"), which provides
for the sale by the Company to the Initial Purchasers of $750,000,000 aggregate
principal amount of the Company's 9% Senior Subordinated Notes Due 2008 (the
"NOTES"). In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Issuers have agreed to provide the registration rights set forth
in this Agreement for the benefit of the Initial Purchasers and their direct and
indirect transferees. The execution and delivery of this Agreement is a
condition to the obligation of the Initial Purchasers to purchase the Notes
under the Purchase Agreement.

                  The parties hereby agree as follows:

1.       Definitions

                  As used in this Agreement, the following terms shall have the
following meanings:

                  ADDITIONAL INTEREST: See Section 4(a) hereof.

                  ADVICE: See the last paragraph of Section 5 hereof.

                  AGREEMENT: See the first introductory paragraph hereto.

                  APPLICABLE PERIOD: See Section 2(b) hereof.

                  CLOSING DATE: The Closing Date as defined in the Purchase
Agreement.

                  COMPANY: See the first introductory paragraph hereto.

                  EFFECTIVENESS DATE: The 180th day after the Issue Date.

                  EFFECTIVENESS PERIOD: See Section 3(a) hereof.

                  EVENT DATE: See Section 4(b) hereof.

                  EXCHANGE ACT: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

                  EXCHANGE NOTES: See Section 2(a) hereof.

                  EXCHANGE OFFER: See Section 2(a) hereof.

                  EXCHANGE REGISTRATION STATEMENT: See Section 2(a) hereof.


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                  FILING DATE: The 120th day after the Issue Date.

                  GUARANTORS: See the first introductory paragraph hereto.

                  HOLDER: Any holder of a Registrable Note or Registrable Notes.

                  INDEMNIFIED PERSON: See Section 7(c) hereof.

                  INDEMNIFYING PERSON: See Section 7(c) hereof.

                  INDENTURE: The Indenture, dated as of September 30, 1998 among
the Company, the Guarantors and The Bank of New York, as trustee, pursuant to
which the Notes are being issued, as amended or supplemented from time to time
in accordance with the terms thereof.

                  INITIAL PURCHASERS: See the first introductory paragraph
hereto.

                  INSPECTORS: See Section 5(o) hereof.

                  ISSUE DATE: The date on which the Notes were sold to the
Initial Purchasers pursuant to the Purchase Agreement.

                  ISSUERS: See the first introductory paragraph hereto.

                  NASD:  See Section 5(t) hereof.

                  NOTES: See the second introductory paragraph hereto.

                  PARTICIPANT: See Section 7(a) hereof.

                  PARTICIPATING BROKER-DEALER: See Section 2(b) hereof.

                  PERSON: An individual, corporation, partnership, limited
liability company, trust, or joint venture, or a governmental agency or
political subdivision thereof or other legal entity.

                  PRIVATE EXCHANGE: See Section 2(b) hereof.

                  PRIVATE EXCHANGE NOTES: See Section 2(b) hereof.

                  PROSPECTUS: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, and all other amendments and supplements to the
Prospectus, with respect to the terms of the offering of any portion of the
Registrable Notes covered by such Registration Statement including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.

                  PURCHASE AGREEMENT: See the second introductory paragraph
hereto.

                  RECORDS: See Section 5(o) hereof.



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                  REGISTRABLE NOTES: Each Note upon original issuance of the
Notes and at all times subsequent thereto, each Exchange Note as to which
Section 2(c)(v) hereof is applicable upon original issuance and at all times
subsequent thereto and each Private Exchange Note upon original issuance thereof
and at all times subsequent thereto, until in the case of any such Note,
Exchange Note or Private Exchange Note, as the case may be, the earliest to
occur of (i) a Registration Statement (other than, with respect to any Exchange
Note as to which Section 2(c)(v) hereof is applicable, the Exchange Registration
Statement) covering such Note, Exchange Note or Private Exchange Note, as the
case may be, has been declared effective by the SEC and such Note (unless such
Note was not tendered for exchange by the Holder thereof), Exchange Note or
Private Exchange Note, as the case may be, has been disposed of in accordance
with such effective Registration Statement, (ii) such Note, Exchange Note or
Private Exchange Note, as the case may be, is sold in compliance with Rule 144
or may be sold pursuant to Rule 144(k), (iii) such note has been exchanged for
an Exchange Note or Exchange Notes pursuant to an Exchange Offer and is entitled
to be resold without complying with the prospectus delivery requirements of the
Securities Act (iv) such Note, Exchange Note or Private Exchange Note, as the
case may be, ceases to be outstanding for purposes of the Indenture.

                  REGISTRATION STATEMENT: Any registration statement of the
Company and the Guarantors, including, but not limited to, the Exchange
Registration Statement and any registration statement filed with the SEC
pursuant to the provisions of this Agreement, including post-effective
amendments, all exhibits, and all material incorporated by reference or deemed
to be incorporated by reference in such registration statement.

                  RULE 144: Rule 144 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

                  RULE 144A: Rule 144A promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144) or regulation hereafter adopted by the SEC.

                  RULE 415: Rule 415 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                  SEC: The Securities and Exchange Commission.

                  SECURITIES ACT: The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.

                  SHELF NOTICE: See Section 2(c) hereof.

                  SHELF REGISTRATION: See Section 3(a) hereof.

                  TIA: The Trust Indenture Act of 1939, as amended.

                  TRUSTEE: The trustee under the Indenture and, if existent, the
trustee under any indenture governing the Exchange Notes and Private Exchange
Notes (if any).


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                  UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

2.       Exchange Offer

                  (a) The Company agrees to file with the SEC no later than the
Filing Date an offer to exchange (the "EXCHANGE OFFER") any and all of the
Registrable Notes (other than the Private Exchange Notes, if any) for a like
aggregate principal amount of debt securities of the Company that are identical
in all material respects to the Notes (the "EXCHANGE NOTES") (and that are
entitled to the benefits of the Indenture or a trust indenture that is identical
in all material respects to the Indenture (other than such changes to the
Indenture or any such identical trust indenture as are necessary to comply with
any requirements of the SEC to effect or maintain the qualification thereof
under the TIA) and that, in either case, has been qualified under the TIA),
except that the Exchange Notes (other than Private Exchange Notes, if any) shall
have been registered pursuant to an effective Registration Statement under the
Securities Act and shall contain no restrictive legend thereon. The Exchange
Offer shall be registered under the Securities Act on an appropriate form (the
"EXCHANGE REGISTRATION STATEMENT") and shall comply with all applicable tender
offer rules and regulations under the Exchange Act. The Issuers agree to use
their reasonable best efforts to (x) cause the Exchange Registration Statement
to be declared effective under the Securities Act on or before the Effectiveness
Date; (y) keep the Exchange Offer open for at least 20 business days (or longer
if required by applicable law) after the date that notice of the Exchange Offer
is mailed to Holders; and (z) consummate the Exchange Offer on or before the
225th day following the Issue Date. If after such Exchange Registration
Statement is declared effective by the SEC, the Exchange Offer or the issuance
of the Exchange Notes thereunder is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, such Exchange Registration Statement shall be deemed not to
have become effective for purposes of this Agreement.

                  Each Holder who participates in the Exchange Offer will be
required to represent that any Exchange Notes received by it will be acquired in
the ordinary course of its business, that at the time of the consummation of the
Exchange Offer such Holder will have no arrangement or understanding with any
Person to participate in the distribution of the Exchange Notes in violation of
the provisions of the Securities Act and that such Holder is not an affiliate of
the Company or any Guarantor within the meaning of the Securities Act and is not
acting on behalf of any persons or entities who could not truthfully make the
foregoing representations. In addition, each broker-dealer that desires to
participate in the Exchange Offer and to receive Exchange Notes will be required
to represent that the Notes being tendered by such broker-dealer were acquired
in ordinary trading or market-making activities and not in transactions directly
with any Issuer or an Affiliate thereof (a "PARTICIPATING BROKER-DEALER"). A
broker-dealer that is not able to make the foregoing representation will not be
permitted to participate in the Exchange Offer.

                  Upon consummation of the Exchange Offer in accordance with
this Section 2, the provisions of this Agreement shall continue to apply mutatis
mutandis, solely with respect to Registrable Notes that are Private Exchange
Notes and Exchange Notes as to which clause 2(c) hereof applies, the Company
shall have no further obligation to register Registrable Notes (other than
Private Exchange Notes and other than in respect of any Exchange Notes as to
which clause 2(c)(v) hereof applies) pursuant to Section 3 hereof. No securities
other than the Exchange Notes shall be included in the Exchange Registration
Statement.

                  (b) The Company shall include within the Prospectus contained
in the Exchange Registration Statement a section entitled "Plan of
Distribution," reasonably acceptable to the Initial Purchasers, which shall
contain a summary statement of the publicly, disseminated positions taken or



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policies made by the Staff of the SEC with respect to the potential
"underwriter" status of any broker-dealer that is the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such
broker-dealer. Such "Plan of Distribution" section shall also expressly permit
the use of the Prospectus by all Persons subject to the prospectus delivery
requirements of the Securities Act, including all Participating Broker-Dealers,
and include a statement describing the means by which Participating
Broker-Dealers may resell the Exchange Notes.

                  The Issuers shall use their reasonable best efforts to keep
the Exchange Registration Statement effective and to amend and supplement the
Prospectus contained therein, in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as is necessary to comply with applicable
law in connection with any resale of the Exchange Notes; provided, however, that
such period shall not exceed 180 days after the consummation of the Exchange
Offer (or such longer period if extended pursuant to the last paragraph of
Section 5 hereof) (the "APPLICABLE PERIOD").

                  If, prior to consummation of the Exchange Offer, the Initial
Purchasers holds any Notes acquired by it and having, or that are reasonably
likely to be determined to have, the status of an unsold allotment in the
initial distribution, the Issuers shall, upon the request of the Initial
Purchasers, simultaneously with the delivery of the Exchange Notes in the
Exchange Offer, issue and deliver to the Initial Purchasers in exchange (the
"PRIVATE EXCHANGE") for such Notes held by the Initial Purchasers a like
principal amount of debt securities of the Company that are identical in all
material respects to the Exchange Notes (the "PRIVATE EXCHANGE NOTES") (and that
are issued pursuant to the same Indenture as the Exchange Notes or an indenture
identical to the Indenture in all material respects as permitted by the last
paragraph of this Section 2(b)) except for the placement of a restrictive legend
on such Private Exchange Notes. The Private Exchange Notes shall bear the same
CUSIP number as the Exchange Notes.

                  Interest on the Exchange Notes and the Private Exchange Notes
will accrue from the last interest payment date on which interest was paid on
the Notes surrendered in exchange therefor or, if no interest has been paid on
the Notes, from the Issue Date.

                  In connection with the Exchange offer, the Issuers shall:

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

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

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

                  (4) otherwise comply in all material respects with all
         applicable laws, rules and regulations.

                  As soon as practicable after the close of the Exchange Offer
or the Private Exchange, as the case may be, the Issuers shall:

                  (1) accept for exchange all Notes tendered and not validly
         withdrawn pursuant to the Exchange Offer or the Private Exchange;



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                  (2) deliver to the Trustee for cancellation all Notes so
         accepted for exchange; and

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

                  The Exchange Notes and the Private Exchange Notes may be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture, which in either event shall provide that (1) the
Exchange Notes shall not be subject to the transfer restrictions set forth in
the Indenture and (2) the Private Exchange Notes shall be subject to the
transfer restrictions set forth in the Indenture. The Indenture or such
indenture shall provide that the Exchange Notes, the Private Exchange Notes and
the Notes shall vote and consent together on all matters as one class and that
none of the Exchange Notes, the Private Exchange Notes or the Notes will have
the right to vote or consent as a separate class on any matter.

                  (c) If, (i) because of any change in law or in currently
prevailing interpretations of the Staff of the SEC, the Company is not permitted
to effect an Exchange offer, (ii) the Exchange Offer is not consummated within
225 days of the Issue Date, (iii) any holder of Private Exchange Notes so
requests at any time after the consummation of the Private Exchange, (iv) the
Holders of not less than a majority in aggregate principal amount of the
Registrable Notes determine that the interests of the Holders would be
materially adversely affected by consummation of the Exchange Offer or (v) in
the case of any Holder that participates in the Exchange Offer, such Holder does
not receive Exchange Notes on the date of the exchange that may be sold without
restriction under state and federal securities laws (other than due solely to
the status of such Holder as an affiliate of the Issuers or as an "underwriter"
within the meaning of the Securities Act), then the Company shall promptly
deliver to the Holders and the Trustee written notice thereof (the "SHELF
NOTICE") to the Trustee and in the case of clauses (i), (ii) and (iv), all
Holders, in the case of clause (iii), the Holders of the Private Exchange Notes
and in the case of clause (v), the affected Holder, and shall file a Shelf
Registration pursuant to Section 3 hereof.

3.       Shelf Registration

                  If a Shelf Notice is delivered as contemplated by Section 2(c)
hereof, then:

                  (a) Shelf Registration. The Issuers shall as promptly as
reasonably practicable file with the SEC a Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415 covering all of
the Registrable Notes (the "SHELF REGISTRATION"). If the Issuers shall not have
yet filed an Exchange Registration Statement, the Company shall use its
reasonable best efforts to file with the SEC the Shelf Registration on or prior
to the Filing Date. The Shelf Registration shall be on Form S-1 or another
appropriate form permitting registration of such Registrable Notes for resale by
Holders in the manner or manners designated by them (including, without
limitation, one or more underwritten offerings). The Issuers shall not permit
any securities other than the Registrable Notes to be included in the Shelf
Registration.

                  The Issuers shall use their reasonable best efforts to cause
the Shelf Registration to be declared effective under the Securities Act on or
prior to the Effectiveness Date (or, in the case of a Shelf Registration
pursuant to Shelf Notice delivered less than 90 days before the Effectiveness
Date, on or prior to the 90th day following the Shelf Notice (the "SHELF
EFFECTIVENESS DATE")) and to keep the Shelf Registration continuously effective
under the Securities Act until the date that is two years from the Issue Date,
subject to extension pursuant to the last paragraph of Section 5 hereof (the
"EFFECTIVENESS PERIOD"),



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or such shorter period ending when all Registrable Notes covered by the Shelf
Registration have been sold in the manner set forth and as contemplated in the
Shelf Registration.

                  (b) Withdrawal of Stop Orders. If the Shelf Registration
ceases to be effective for any reason at any time during the Effectiveness
Period (other than because of the sale of all of the securities registered
thereunder), the Issuers shall use their respective best efforts to obtain the
prompt withdrawal of any order suspending the effectiveness thereof.

                  (c) Supplements and Amendments. The Issuers shall promptly
supplement and amend the Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Registration Statement or by any underwriter
of such Registrable Notes.

4.       Additional Interest

                  (a) The Issuers and the Initial Purchasers agree that the
Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill
their obligations under Section 2 or Section 3 hereof and that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly,
the Issuers agree to pay, as liquidated damages, additional interest on the
Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set
forth below:

                  (i) if neither the Exchange Registration Statement nor the
         Shelf Registration has been filed on or prior to the Filing Date (or,
         in the case of a Shelf Registration pursuant to a Shelf Notice
         delivered less than 45 days prior to the Filing Date, on or prior to
         the 45th day following such Shelf Notice (the "SHELF FILING DATE")),
         then, commencing on the 121st day after the Issue Date (or, if
         applicable, on the 1st day after the Shelf Filing Date), Additional
         Interest shall accrue on the Notes over and above the stated interest
         at a rate of 0.50% per annum for the first 90 days immediately
         following the Filing Date (or, if applicable, the first 90 days
         following the Shelf Filing Date), such Additional Interest rate
         increasing by an additional 0.50% per annum at the beginning of each
         subsequent 90-day period;

                  (ii) if neither the Exchange Registration Statement nor the
         Shelf Registration is declared effective by the SEC on or prior to the
         Effectiveness Date (or, if applicable, the Shelf Effectiveness Date),
         then, commencing on the 181st day after the Issue Date (or, if
         applicable, the 1st day after the Shelf Effectiveness Date), Additional
         Interest shall accrue on the Notes included or that should have been
         included in such Registration Statement over and above the stated
         interest at a rate of 0.50% per annum for the first 90 days immediately
         following the Effectiveness Date (or, if applicable, the first 90 days
         following the Shelf Effectiveness Date), such Additional Interest rate
         increasing by an additional 0.50% per annum at the beginning of each
         subsequent 90-day period; and

                  (iii) if (A) the Company has not exchanged Exchange Notes for
         all Notes validly tendered in accordance with the terms of the Exchange
         Offer on or prior to the 225th day after the Issue Date or (B) the
         Exchange Registration Statement ceases to be effective at any time
         prior to the time that the Exchange Offer is consummated or (C) if
         applicable, the Shelf Registration has been declared effective and such
         Shelf Registration ceases to be effective at any time during the
         Effectiveness Period, then Additional Interest shall accrue (over and
         above any interest otherwise payable on such Notes) at a rate of 0.50%
         per annum on (x) the 226th day after the Issue Date



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         with respect to the Notes validly tendered and not exchanged by the
         Company, in the case of (A) above, or (y) the day the Exchange
         Registration Statement ceases to be effective in the case of (B) above,
         or (z) the day such Shelf Registration ceases to be effective, in the
         case of (C) above, such Additional Interest rate increasing by an
         additional 0.50% per annum at the beginning of each such subsequent
         90-day period (it being understood and agreed that, notwithstanding any
         provision to the contrary, so long as any Note that is the subject of a
         Shelf Notice is then covered by an effective Shelf Registration, no
         Additional Interest shall accrue on such Note);

provided, however, that the Additional Interest rate on any affected Note may
not exceed at any one time in the aggregate 1.0% per annum; and provided,
further, that (1) upon the filing of the Exchange Registration Statement or a
Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon
the effectiveness of the Exchange Registration Statement or the Shelf
Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the
exchange of Exchange Notes for all Notes tendered and not validly withdrawn (in
the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of
the Exchange Registration Statement that had ceased to remain effective (in the
case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf
Registration that had ceased to remain effective (in the case of (iii)(C) of
this Section 4(a)), Additional Interest on the affected Notes as a result of
such clause (or the relevant subclause thereof), as the case may be, shall cease
to accrue.

                  (b) The Issuers shall notify the Trustee within one business
day after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "EVENT DATE"). Any amounts of
Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this
Section 4 shall be payable to the Holders of affected Notes as of the relevant
record date in cash semi-annually on the same original interest payment dates as
the Notes (as set forth in the Indenture) commencing with the first such date
occurring after any such Additional Interest commences to accrue. The amount of
Additional Interest will be determined by multiplying the applicable Additional
Interest rate by the principal amount of the affected Registrable Notes of such
Holders, multiplied by a fraction, the numerator of which is the number of days
such Additional Interest rate was applicable during such period (determined on
the basis of a 360-day year comprised of twelve 30-day months and, in the case
of a partial month, the actual number of days elapsed), and the denominator of
which is 360.

5.       Registration Procedures

                  In connection with the filing of any Registration Statement
pursuant to Sections 2 or 3 hereof, the Issuers shall effect such registrations
to permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuers hereunder, the
Issuers shall:

                  (a) Prepare and file with the SEC on or prior to the Filing
Date (or, if applicable, the Shelf Filing Date) a Registration Statement or
Registration Statements as prescribed by Sections 2 or 3 hereof and use their
reasonable best efforts to cause each such Registration Statement to become
effective and remain effective as provided herein; provided, however, that, if
(1) such filing is made pursuant to Section 3 hereof, or (2) a Prospectus
contained in an Exchange Registration Statement filed pursuant to Section 2
hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
before filing any Registration Statement or Prospectus or any amendments or
supplements thereto, the Issuers shall furnish to and afford the Holders of the
Registrable Notes covered by such Registration Statement (in the case of a
Registration Statement filed pursuant to Section 3 hereof) or each such
Participating Broker-Dealer (in the case where a Prospectus contained in an
Exchange Registration Statement filed pursuant to Section 2 hereof is required



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to be delivered by Participating Broker-Dealers), as the case may be, their
counsel and the managing underwriters, if any, a reasonable opportunity to
review copies of all such documents (including copies of any documents to be
incorporated by reference therein and all exhibits thereto) proposed to be filed
(in each case at least five business days prior to such filing). The Issuers
shall not file any Registration Statement or Prospectus or any amendments or
supplements thereto if the Holders of a majority in aggregate principal amount
of the Registrable Notes covered by such Registration Statement, or any such
Participating Broker-Dealer, as the case may be, their counsel, or the managing
underwriters, if any, shall reasonably object.

                  (b) Prepare and file with the SEC such amendments and
post-effective amendments to each Shelf Registration or Exchange Registration
Statement, as the case may be, as may be necessary to keep such Registration
Statement continuously effective for the Effectiveness Period or the Applicable
Period or until consummation of the Exchange Offer, as the case may be, cause
the related Prospectus to be supplemented by any Prospectus supplement required
by applicable law and, as so supplemented, to be filed pursuant to Rule 424 (or
any similar provisions then in force) promulgated under the Securities Act; and
comply with the provisions of the Securities Act and the Exchange Act applicable
to them with respect to the disposition of all securities covered by such
Registration Statement as so amended or in such Prospectus as so supplemented
and with respect to the subsequent resale of any securities being sold by a
Participating Broker-Dealer covered by any such Prospectus; the Issuers shall be
deemed not to have used their best efforts to keep a Registration Statement
effective during the Applicable Period or Effectiveness Period, as applicable,
if they voluntarily take any action that would result in selling Holders of the
Registrable Notes covered thereby or Participating Broker-Dealers seeking to
sell Exchange Notes not being able to sell such Registrable Notes or such
Exchange Notes during that period, unless such action is required by applicable
law or unless the Issuers comply with this Agreement, including without
limitation, the provisions of paragraph 5(k) hereof and the last paragraph of
this Section 5; provided, however, that the foregoing shall not apply to actions
taken by the Issuers in good faith and for valid business reasons (not including
avoidance of their obligations hereunder), including without limitation, the
acquisition or divestiture of assets, so long as the Issuers, within 90 days
thereafter comply with the requirements of Section 5(k). Any such period during
which the Issuers fail to keep the Registration Statement effective and usable
for offers and sales of Registrable Notes or Exchange Notes during the
Applicable Period or Effectiveness Period, as applicable, is referred to as a
"Suspension Period." A Suspension Period shall commence on and include the date
that the Issuers give notice that the Registration Statement is no longer
effective or the prospectus included therein is no longer usable for offers and
sales of Registrable Notes or Exchange Notes and shall end on the date when each
Holder of Registrable Notes or Exchange Notes covered by such Registration
Statement either receives copies of the amended or supplemental prospectus
contemplated by Section 5(k) or is advised in writing by the Issuers that the
use of the prospectus may be resumed. If one or more Suspension Periods occur,
the Applicable Period or Effectiveness Period, as applicable, shall be extended
by the aggregate number of days included in each such Suspension Period.

                  (c) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, notify the selling Holders of Registrable
Notes, or each such Participating Broker-Dealer, as the case may be, their
counsel and the managing underwriters, if any, promptly (but in any event within
two business days), and confirm such notice in writing, (i) 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 under the Securities Act (including in such notice a
written statement that any Holder may, upon request, obtain, at the sole expense
of the Issuers, one conformed copy of such Registration Statement or
post-effective amendment, including financial statements and schedules,
documents incorporated or deemed to be incorporated by reference and



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<PAGE>   11


exhibits), (ii) of the issuance by the SEC of any stop order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus or the initiation of any
proceedings for that purpose, (iii) if at any time when a prospectus is required
by the Securities Act to be delivered in connection with sales of the
Registrable Notes or resales of Exchange Notes by Participating Broker-Dealers
upon written notice by any such Participating Broker-Dealer of a resale the
representations and warranties of the Company contained in any agreement
(including any underwriting agreement), contemplated by Section 5(n) hereof
cease to be true and correct, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of a Registration Statement or any of the Registrable Notes
or the Exchange Notes to be sold by any Participating Broker-Dealer for offer or
sale in any jurisdiction, or the initiation or threatening of any proceeding for
such purpose, (v) of the happening of any event, the existence of any condition
or any information becoming known that makes any statement made in such
Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in or amendments or supplements to such
Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and that in the case of
the Prospectus, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading and (vi) of the determination by the Issuers that a
post-effective amendment to a Registration Statement would be appropriate.

                  (d) Use their reasonable best efforts to prevent the issuance
of any order suspending the effectiveness of a Registration Statement or of any
order preventing or suspending the use of a Prospectus or suspending the
qualification (or exemption from qualification) of any of the Registrable Notes
or the Exchange Notes for sale in any jurisdiction, and, if any such order is
issued, to use its reasonable best efforts to obtain the withdrawal of any such
order at the earliest possible moment.

                  (e) If a Shelf Registration is filed pursuant to Section 3 and
if requested by the managing underwriter or underwriters, if any, or the Holders
of a majority in aggregate principal amount of the Registrable Notes being sold
in connection with an underwritten offering, (i) promptly incorporate in a
prospectus supplement or post-effective amendment such information as the
managing underwriter or underwriters, if any, such Holders, or counsel for any
of them, reasonably request to be included therein, and (ii) make all required
filings of such prospectus supplement or such post-effective amendment as soon
as practicable after the Issuers have received notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment.

                  (f) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, furnish to each selling Holder of
Registrable Notes and to each such Participating Broker-Dealer who so requests
and to their respective counsel and each managing underwriter, if any, at the
sole expense of the Issuers, one conformed copy of the Registration Statement or
Registration Statements and each post-effective amendment thereto, including
financial statements and schedules, and, if requested, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits.

                  (g) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 hereof is required to be



                                       10
<PAGE>   12


delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, deliver to each selling
Holder of Registrable Notes, or each such Participating Broker-Dealer, as the
case may be, their respective counsel, and the underwriters, if any, at the sole
expense of the Company, as many copies of the Prospectus or Prospectuses
(including each form of preliminary prospectus) and each amendment or supplement
thereto and any documents incorporated by reference therein as such Persons may
reasonably request; and, subject to the last paragraph of this Section 5, the
Issuers hereby consent to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders of Registrable Notes or each
such Participating Broker-Dealer, as the case may be, and the underwriters or
agents, if any, and dealers if any, in connection with the offering and sale of
the Registrable Notes covered by, or the sale by Participating Broker-Dealers of
the Exchange Notes pursuant to, such Prospectus and any amendment or supplement
thereto.

                  (h) Prior to any public offering of Registrable Notes or any
delivery of a Prospectus contained in the Exchange Registration Statement by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, use their reasonable best efforts to register or qualify such
Registrable Notes (and to cooperate with selling Holders of Registrable Notes or
each such Participating Broker-Dealer, as the case may be, the managing
underwriter or underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes) for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any sealing Holder, Participating Broker-Dealer, or the managing underwriter or
underwriters reasonably request in writing; provided, however, that where
Exchange Notes held by Participating Broker-Dealers or Registrable Notes are
offered other than through an underwritten offering, the Issuers agree to cause
their counsel to perform Blue Sky investigations and file registrations and
qualifications required to be filed pursuant to this Section 5(h); keep each
such registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Exchange Notes held by Participating
Broker-Dealers or the Registrable Notes covered by the applicable Registration
Statement; provided, however, that none of the Issuers shall be required to (A)
qualify generally to do business in any jurisdiction where any such Issuer is
not then so qualified, (B) take any action that would subject any such Issuer to
general service of process in any such jurisdiction where any such Issuer is not
then so subject or (C) become subject to taxation in any such jurisdiction where
any such Issuer is not then so subject.

                  (i) If a Shelf Registration is filed pursuant to Section 3
hereof, cooperate with the selling Holders of Registrable Notes and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Notes to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company; and enable such
Registrable Notes to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or Holders may reasonably
request.

                  (j) Use their reasonable best efforts to cause the Registrable
Notes covered by the Registration Statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to enable
the Holders thereof or the underwriter or underwriters, if any, to dispose of
such Registrable Notes, except as may be required solely as a consequence of the
nature of a selling Holder's business, in which case the Issuers will cooperate
in all reasonable respects (at the sole expense of such Holder) with the filing
of such Registration Statement and the granting of such approvals.

                  (k) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 hereof is required to be



                                       11
<PAGE>   13


delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, (A) upon the occurrence of
any event contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof or (B) a
Suspension Period remains in effect more than 90 days after the occurrence
thereof, as promptly as practicable prepare and (subject to Section 5(a) hereof)
file with the SEC, at the sole expense of the Issuers, a supplement or
post-effective amendment to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Notes being sold thereunder or to
the purchasers of the Exchange Notes to whom such Prospectus will be delivered
by a Participating Broker-Dealer, any such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

                  (l) Use their reasonable best efforts to cause the Registrable
Notes covered by a Registration Statement or the Exchange Notes, as the case may
be, to be rated with the appropriate rating agencies, if so requested by the
Holders of a majority in aggregate principal amount of Registrable Notes covered
by such Registration Statement or the Exchange Notes, as the case may be, or the
managing underwriter or underwriters, if any.

                  (m) Prior to the effective date of the first Registration
Statement relating to the Registrable Notes, (i) provide the Trustee with
certificates for the Registrable Notes or Exchange Notes, as the case may be, in
a form eligible for deposit with The Depository Trust Company and (ii) provide a
CUSIP number for the Registrable Notes or Exchange Notes, as the case may be.

                  (n) In connection with any underwritten offering of
Registrable Notes pursuant to a Shelf Registration, enter into an underwriting
agreement as is customary in underwritten offerings of debt securities similar
to the Notes and take all such other actions as are reasonably requested by the
managing underwriter or underwriters in order to expedite or facilitate the
registration or the disposition of such Registrable Notes and, in such
connection, (i) make such representations and warranties to, and covenants with,
the underwriters with respect to the business of the Issuers (including any
acquired business, properties or entities, if applicable) and the Registration
Statement, Prospectus and documents, if any, incorporated or deemed to be
incorporated by reference therein, in each case, as are customarily made by
issuers to underwriters in underwritten offerings of debt securities similar to
the Notes, and confirm the same in writing if and when requested; (ii) obtain
the written opinion of counsel to the Issuers and written updates thereof in
form, scope and substance reasonably satisfactory to the managing underwriter or
underwriters, addressed to the underwriters covering the matters customarily
covered in opinions requested in underwritten offerings of debt securities
similar to the Notes and such other matters as may be reasonably requested by
the managing underwriter or underwriters; (iii) obtain "cold comfort" letters
and updates thereof in form, scope and substance reasonably satisfactory to the
managing underwriter or underwriters from the independent certified public
accountants of the Issuers (and, if necessary, any other independent certified
public accountants of any subsidiary of the Issuers or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included or incorporated by reference in the Registration
Statement), addressed to each of the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in "cold
comfort" letters in connection with underwritten offerings of debt securities
similar to the Notes and such other matters as reasonably requested by the
managing underwriter or underwriters; and (iv) if an underwriting agreement is
entered into, the same shall contain indemnification provisions and procedures
no less favorable than those set forth in Section 7 hereof (or such other
provisions and procedures acceptable to Holders of a majority in aggregate
principal amount of Registrable Notes covered by such Registration Statement and
the managing



                                       12
<PAGE>   14


underwriter or underwriters or agents) with respect to all parties to be
indemnified pursuant to said Section 7. The above shall be done at each closing
under such underwriting agreement or as and to the extent required thereunder.

                  (o) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, make available for inspection by any selling
Holder of such Registrable Notes being sold, or each such Participating
Broker-Dealer, as the case may be, any underwriter participating in any such
disposition of Registrable Notes, if any, and any attorney, accountant or other
agent retained by any such selling Holder or each such Participating
Broker-Dealer, as the case may be, or underwriter (collectively, the
"INSPECTORS"), at the offices where normally kept, during reasonable business
hours, all financial and other records, pertinent corporate documents and
instruments of the Issuers and their subsidiaries (collectively, the "RECORDS")
as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the respective officers, directors and
employees of the Issuers and their subsidiaries to supply all information
reasonably requested by any such Inspector in connection with such Registration
Statement. Records that the Issuers determine, in good faith, to be confidential
and any Records that it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors unless (i) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in such Registration
Statement, (ii) the release of such Records is ordered pursuant to a subpoena or
other final order from a court of competent jurisdiction, (iii) disclosure of
such information is, in the reasonable, good faith opinion of counsel for any
Inspector, necessary in connection with any action, claim, suit or proceeding,
directly or indirectly, involving such Inspector and arising out of, based upon,
relating to, or involving this Agreement, or any transactions contemplated
hereby or arising hereunder, or (iv) the information in such Records has been
made generally available to the public other than in violation of any obligation
of confidentiality, hereunder or otherwise. Each selling Holder of such
Registrable Securities and each such Participating Broker-Dealer will be
required to agree that information obtained by it as a result of such
inspections shall be deemed confidential and shall not be used by it for any
purpose other than the sale or exchange of Notes pursuant to an Exchange Offer
or Shelf Registration. Each selling Holder of such Registrable Notes and each
such Participating Broker-Dealer will be required to further agree that it will,
upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, promptly give notice to the Issuers and allow the Issuers to
undertake appropriate action to prevent disclosure of the Records deemed
confidential at the Issuers sole expense.

                  (p) Provide an indenture trustee for the Registrable Notes or
the Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(a) hereof, as the case may be, to be
qualified under the TIA not later than the effective date of the Exchange Offer
or first Registration Statement relating to the Registrable Notes; and in
connection therewith, cooperate with the trustee under any such indenture and
the Holders of the Registrable Notes, to effect such changes to such indenture
as may be required for such indenture to be so qualified in accordance with the
terms of the TIA; and execute, and use their reasonable best efforts to cause
such trustee to execute, all documents as may be required to effect such
changes, and all other forms and documents required to be filed with the SEC to
enable such indenture to be so qualified in a timely manner.

                  (q) Comply with all applicable rules and regulations of the
SEC and make generally available to its securityholders earning statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) no later
than 45 days after the end of any 12-month period (or 90 days after the end of
any 12-month period if such period is a fiscal year) (i) commencing at the end
of any fiscal quarter in which Registrable Notes are sold


                                       13
<PAGE>   15



to underwriters in a firm commitment or best efforts underwritten offering and
(ii) if not sold to underwriters in such an offering, commencing on the first
day of the first fiscal quarter of the Company after the effective date of a
Registration Statement, which statements shall cover said 12-month periods.

                  (r) If an Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Registrable Notes by Holders to the Company
(or to such other Person as directed by the Issuers) in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be, the Issuers
shall mark, or cause to be marked, on such Registrable Notes that such
Registrable Notes are being cancelled in exchange for the Exchange Notes or the
Private Exchange Notes, as the case may be; in no event shall such Registrable
Notes be marked as paid or otherwise satisfied.

                  (s) Reasonably cooperate with each seller of Registrable Notes
covered by any Registration Statement and each underwriter, if any,
participating in the disposition of such Registrable Notes and their respective
counsel in connection with any filings required to be made with the National
Association of Securities Dealers, Inc. (the "NASD").

                  (t) Use their reasonable best efforts to take all other steps
necessary or advisable to effect the registration of the Registrable Notes
covered by a Registration Statement contemplated hereby.

                  The Company may require each seller of Registrable Notes as to
which any Registration is being effected to furnish to the Issuers such
information regarding such seller and the distribution of such Registrable Notes
as the Issuers may, from time to time, reasonably request and, in such event,
shall have no further obligation. The Issuers may exclude from such registration
the Registrable Notes of any seller who unreasonably fails to furnish such
information within a reasonable time after receiving such request. Each seller
as to which any Shelf Registration is being effected agrees to furnish promptly
to the Issuers all information required to be disclosed in order to make the
information previously furnished to the Issuers by such seller not materially
misleading.

                  Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes
to be sold by such Participating Broker-Dealer, as the case may be, that, upon
actual receipt of any notice from the Issuers of (A) the happening of any event
of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v) or 5(c)(vi) hereof
or (B) a Suspension Period under Section 5(b), such Holder will forthwith
discontinue disposition of such Registrable Notes covered by such Registration
Statement or Prospectus or Exchange Notes to be sold by such Holder or
Participating Broker-Dealer, as the case may be, until such Holder's or
Participating Broker-Dealer's-receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 5(k) hereof, or until it is advised
in writing (the "ADVICE") by the Issuers that the use of the applicable
Prospectus may be resumed and has received copies of any amendments or
supplements thereto. In the event the Issuers shall give any such notice, each
of the Effectiveness Period and the Applicable Period shall be extended by the
number of days during such periods from and including the date of the giving of
such notice to and including the date when each seller of Registrable Notes
covered by such Registration Statement or Exchange Notes to be sold by such
Participating Broker-Dealer, as the case may be, shall have received (x) the
copies of the supplemented or amended Prospectus contemplated by Section 5(k)
hereof or (y) the Advice.

6.       Registration Expenses

                  (a) Except as otherwise set forth herein, all fees and
expenses incident to the performance of or compliance with this Agreement by the
Issuers shall be borne by the issuers whether or



                                       14
<PAGE>   16


not the Exchange Offer or a Shelf Registration is filed or becomes effective,
including, without limitation, (i) all registration and filing fees (including,
without limitation, (A) fees with respect to filings required to be made with
the NASD in connection with an underwritten offering and (B) fees and expenses
of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Notes or Exchange Notes and determination
of the eligibility of the Registrable Notes or Exchange Notes for investment
under the laws of such jurisdictions (x) where the holders of Registrable Notes
are located, in the case of the Exchange Notes, or (y) as provided in Section
5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any,
by the Holders of a majority in aggregate principal amount of the Registrable
Notes included in any Registration Statement or sold by any Participating
Broker-Dealer, as the case may be, (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Issuers and reasonable
fees and disbursements of special counsel for the sellers of Registrable Notes
(subject to the provisions of Section 6(b) hereof), (v) fees and disbursements
of all independent certified public accountants referred to in Section 5(n)(iii)
hereof (including, without limitation, the expenses of any special audit and
"cold comfort" letters required by or incident to such performance), (vi) rating
agency fees, if-any, and any fees associated with making the Registrable Notes
or Exchange Notes eligible for trading through The Depository Trust Company,
(vii) Securities Act liability insurance, if the Company desires such insurance,
(viii) fees and expenses of all other Persons retained by the Issuers, (ix)
internal expenses of the Issuers (including, without limitation, all salaries
and expenses of officers and employees of the Issuers performing legal or
accounting duties), (x) the expense of any annual audit, (xi) the fees and
expenses incurred in connection with the listing of the securities to be
registered on any securities exchange, if applicable and (xii) the expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, securities sales agreements, indentures and
any other documents necessary in order to comply with this Agreement.

                  (b) The Issuers shall (i) reimburse the Holders of the
Registrable Notes being registered in a Shelf Registration for the reasonable
fees and disbursements of not more than one counsel (in addition to appropriate
local counsel) chosen by the Holders of a majority in aggregate principal amount
of the Registrable Notes to be included in such Registration Statement and (ii)
reimburse out-of-pocket expenses (other than legal expenses or selling
commissions or discounts) of Holders of Registrable Notes incurred in connection
with the registration and sale of the Registrable Notes pursuant to a Shelf
Registration or in connection with the exchange of Registrable Notes pursuant to
the Exchange Offer.

7.       Indemnification

                  (a) The Issuers agree, jointly and severally, to indemnify and
hold harmless each Holder of Registrable Notes offered pursuant to a Shelf
Registration Statement and each Participating Broker-Dealer selling Exchange
Notes during the Applicable Period, the affiliates, directors, officers, agents,
representatives and employees of each such Person or its affiliates, and each
other Person, if any, who controls any such Person or its affiliates within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act (each, a "PARTICIPANT") against any and all losses, claims, damages and
liabilities (including, without limitation, the reasonable legal fees and other
expenses actually incurred in connection with any suit, action or proceeding or
any claim asserted) caused by, arising out of or based upon



                                       15
<PAGE>   17


                  (i) any untrue statement or alleged untrue statement of any
         material fact contained in any Registration Statement pursuant to which
         the offering of such Registrable Notes or Exchange Notes, as the case
         may be, is registered (or any amendment thereto) or related Prospectus
         (or any amendments or supplements thereto) or any related preliminary
         prospectus, or

                  (ii) the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading;

and will reimburse, as incurred, each Participant and each such controlling
person for any legal or other expenses incurred by the Participant or such
controlling person in connection with investigating, defending against or
appearing as a third-party witness in connection with any such loss, claim,
damage, liability or action; provided, however, that the Issuers will not be
required to indemnify a Participant if (i) such losses, claims, damages or
liabilities are caused by any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with information
relating to any Participant furnished to the Issuers in writing by or on behalf
of such Participant expressly for use therein or (ii) if such Participant sold
to the person asserting the claim the Registrable Notes or Exchange Notes that
are the subject of such claim and such untrue statement or omission or alleged
untrue statement or omission was contained or made in any preliminary prospectus
and corrected in the Prospectus or any amendment or supplement thereto, and the
Prospectus does not contain any other untrue statement or omission or alleged
untrue statement or omission of a material fact that was the subject matter of
the related proceeding and it is established by the Issuers in the related
proceeding that such Participant failed to deliver or provide a copy of the
Prospectus (as amended or supplemented) to such Person with or prior to the
confirmation of the sale of such Registrable Notes or Exchange Notes sold to
such Person unless such failure to deliver or provide a copy of the Prospectus
(as amended or supplemented) was a result of noncompliance by the Issuers with
Section 5 of this Agreement.

                  (b) Each Participant agrees, severally and not jointly, to
indemnify and hold harmless each of the Issuers, their directors and officers
and each Person who controls each of the Issuers within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act to the same extent as
the foregoing indemnity from the Issuers to each Participant, but only (i) with
reference to information relating to such Participant furnished to the Issuers
in writing by or on behalf of such Participant expressly for use in any
Registration Statement or Prospectus, any amendment or supplement thereto or any
preliminary prospectus or (ii) with respect to any untrue statement or
representation made by such Participant in writing to the Company. The liability
or any Participant under this paragraph shall in no event exceed the proceeds
received by such Participant from sales of Registrable Notes or Exchange Notes
giving rise to such obligations.

                  (c) If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any Person in respect of which indemnity may be sought pursuant
to either of the two preceding paragraphs, such Person (the "INDEMNIFIED
PERSON") shall promptly notify the Person against whom such indemnity may be
sought (the "INDEMNIFYING PERSON") in writing, and the Indemnifying Person, upon
request of the Indemnified Person, shall retain counsel reasonably satisfactory
to the Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may reasonably designate in such proceeding and shall pay
the reasonable fees and expenses actually incurred by such counsel related to
such proceeding; provided, however, that the failure to so notify the
Indemnifying Person shall not relieve it of any obligation or liability that it
may have hereunder or otherwise (unless and only to the extent that such failure
directly results in the forfeiture of any substantial rights or defenses by the
Indemnifying Person and the



                                       16
<PAGE>   18



Indemnifying Person was not otherwise aware of such action or claim). In any
such proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the reasonable fees and expenses of such counsel shall be at the
expense of such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed in writing to the contrary, (ii)
the Indemnifying Person shall have failed within a reasonable period of time to
retain counsel reasonably satisfactory to the Indemnified Person or (iii) the
named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that, unless there
exists a conflict among Indemnified Persons, the Indemnifying Person shall not,
in connection with any one such proceeding or separate but substantially similar
related proceeding in the same jurisdiction arising out of the same general
allegations, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons and that all such
fees and expenses shall be reimbursed promptly as they are incurred. Any such
separate firm for the Participants and such control Persons of Participants
shall be designated in writing by Participants who sold a majority in interest
of Registrable Notes and Exchange Notes sold by all such Participants and any
such separate firm for the Issuers, its directors, its officers and such control
Persons of the Issuers shall be designated in writing by the Issuers. The
Indemnifying Person shall not be liable for any settlement of any proceeding
effected without its prior written consent, but if settled with such consent or
if there be a final non-appealable judgment for the plaintiff for which the
Indemnified Person is entitled to indemnification pursuant to this Agreement,
the indemnifying Person agrees to indemnify and hold harmless each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall have requested an Indemnifying Person to reimburse the Indemnified
Person for reasonable fees and expenses actually incurred by counsel as
contemplated by the third sentence of this paragraph, the indemnifying Person
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such Indemnifying Person of the aforesaid request and (ii)
such Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement; provided,
however, that the Indemnifying Person shall not be liable for any settlement
effected without its consent pursuant to this sentence if the Indemnifying
Person is contesting, in good faith, the request for reimbursement. No
Indemnifying Person shall, without the prior written consent of the Indemnified
Person, effect any settlement or compromise of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party, and indemnity could have been sought hereunder by such Indemnified
Person, unless such settlement (A) includes an unconditional written release of
such Indemnified Person, in form and substance reasonably satisfactory to such
Indemnified Person, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to an admission of
fault, culpability or failure to act by or on behalf of any Indemnified Person.

                  (d) If the indemnification provided for in the first and
second paragraphs of this Section 7 is for any reason available by its terms,
but is held to be unenforceable, then each Indemnifying Person under such
paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in
order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Person or Persons on the one hand and the
Indemnified Person or Persons on the other in connection with the statements or
omissions or alleged statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof). The relative
fault of the parties shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Issuers on the one hand or such Participant or such



                                       17
<PAGE>   19


other Indemnified Person, as the case may be, on the other, the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission, and any other equitable considerations
appropriate in the circumstances.

                  (e) The parties agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Participants were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any reasonable legal or other expenses actually incurred by such
Indemnified Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 7, in no event shall a
Participant be required to contribute any amount in excess of the amount by
which proceeds received by such Participant from sales of Registrable Notes or
Exchange Notes, as the case may be, exceeds the amount of any damages that such
Participant has otherwise been required to pay or has paid by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.

                  (f) The indemnity and contribution agreements contained in
this Section 7 will be in addition to any liability that the Indemnifying
Persons may otherwise have to the Indemnified Persons referred to above.

8.       Rule 144 and 144A

                  Each of the Issuers covenants that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act and,
if at any time the Issuers are not required to file such reports, it will, upon
the request of any Holder of Registrable Notes, make publicly available annual
reports and such information, documents and other reports of the type specified
in Sections 13 and 15,(d) of the Exchange Act. Each of the Issuers further
covenants for so long as any Registrable Notes remain outstanding, to make
available to any Holder or beneficial owner of Registrable Notes in connection
with any sale thereof and any prospective purchaser of such Registrable Notes
from such Holder or beneficial owner the information required by Rule 144A(d)(4)
under the Securities Act in order to permit resales of such Registrable Notes
pursuant to Rule 144A.

9.       Underwritten Registrations

                  If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by the Holders of a majority in Aggregate principal amount of such
Registrable Notes included in such offering and reasonably acceptable to the
Issuers.

                  No Holder of Registrable Notes may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.



                                       18
<PAGE>   20


10.      Miscellaneous

                  (a) No Inconsistent Agreements. None of the Issuers has
entered, as of the date hereof, and none of the Issuers will, after the date of
this Agreement, enter into any agreement with respect to any of its securities
that is inconsistent with the rights granted to the Holders of Registrable Notes
in this Agreement or otherwise conflicts with the provisions hereof. None of the
Issuers has entered and none of the Issuers will enter into any agreement with
respect to any of its securities that will grant to any Person piggyback
registration rights with respect to a Registration Statement.

                  (b) Adjustments Affecting Registrable Notes. None of the
Issuers will, directly or indirectly, take any action with respect to the
Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a registration
undertaken pursuant to this Agreement.

                  (c) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, otherwise than with the
prior written consent of the Holders of not less than a majority in aggregate
principal amount of the then outstanding Registrable Notes. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders of Registrable
Notes whose securities are being sold pursuant to a Registration Statement and
that does not directly or indirectly affect, impair, limit or compromise the
rights of other Holders of Registrable Notes may be given by Holders of at least
a majority in aggregate principal amount of the Registrable Notes being sold by
such Holders pursuant to such Registration Statement; provided, however, that
the provisions of this sentence may not be amended, modified or supplemented
except in accordance with the provisions of the immediately preceding sentence.

                  (d) Notices. All notices and other communications (including
without limitation any notices or other communications to the Trustee) provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

                  1. if to a Holder of the Registrable Notes or any
         Participating Broker-Dealer, at the most current address of such Holder
         or Participating Broker-Dealer, as the case may be, set forth on the
         records of the registrar under the Indenture, with a copy in like
         manner to the Initial Purchasers as follows:

                           Goldman, Sachs & Co.
                           85 Broad Street
                           New York, New York  10004
                           Facsimile No:  (212) 902-3000
                           Attention:  Special Executions

         with a copy to:

                           Latham & Watkins
                           1001 Pennsylvania Avenue,. N.W.
                           Suite 1300
                           Washington, D.C.  20004-2505
                           Facsimile No:  (202) 637-2201
                           Attention:  John D. Watson, Jr., Esq.



                                       19
<PAGE>   21


                  2.       if to the Initial Purchasers, at the addresses
                           specified in Section 10(d)(1);

                  3.       if to the Company, as follows:

                           Chancellor Media Corporation of Los Angeles
                           300 Crescent Court
                           Suite 600
                           Dallas, Texas 75201
                           Facsimile No: (214) 922-8701
                           Attention:  Matthew E. Devine, Chief Financial
                           Officer

         with copies to:

                           Weil, Gotshal & Manges LLP
                           100 Crescent Court
                           Suite 1300
                           Dallas, Texas  75201
                           Facsimile No:  (214) 746-7777
                           Attention:  Michael A. Saslaw, Esq.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; one business
day after being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address and in the manner specified in such Indenture.

                  (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto; provided, however, that this Agreement shall not inure to the benefit of
or be binding upon a successor or assign of a Holder unless and to the extent
such successor or assign holds Registrable Notes.

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

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

                  (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW.

                  (i) Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall



                                       20
<PAGE>   22



in no way be affected, impaired or invalidated, and the parties hereto shall use
their best efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
 .provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.

                  (j) Notes Held by the Issuers or their Affiliates. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Notes is required hereunder, Registrable Notes held by the Issuers or their
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

                  (k) Third Party Beneficiaries. Holders of Registrable Notes
and Participating Broker-Dealers are intended third party beneficiaries of this
Agreement and this Agreement may be enforced by such Persons.

                  (l) Entire Agreement. This Agreement, together with the
Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Initial
Purchasers on the one hand and the Issuers on the other, or between or among any
agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof and
thereof are merged herein and replaced hereby.



                                       21
<PAGE>   23


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                   THE COMPANY

                                   CHANCELLOR MEDIA CORPORATION OF
                                   LOS ANGELES


                                   By: /s/ OMAR CHOUCAIR
                                      -----------------------------------------
                                   Name:     Omar Choucair
                                   Title:    Vice President

                                   THE GUARANTORS:

                                   On behalf of the Subsidiary Guarantors listed
                                   on Exhibit A hereto:


                                   By: /s/ OMAR CHOUCAIR
                                      -----------------------------------------
                                   Name:    Omar Choucair
                                   Title:   Vice President



The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.

GOLDMAN, SACHS & CO.

By: /s/ GOLDMAN, SACHS & CO.
   -----------------------------------------
   Name:
   Title:


                                       22
<PAGE>   24



                                    EXHIBIT A

                             CERTAIN SUBSIDIARIES OF
                   CHANCELLOR MEDIA CORPORATION OF LOS ANGELES

   (all subsidiaries are Delaware corporations except as expressly indicated)

1.        Chancellor Media Corporation Of The Lone Star State
2.        KZPS/KDGE License Corp.
3.        Chancellor Media Corporation of California
4.        KIOI License Corp.
5.        Chancellor Media Corporation of Illinois
6.        Chancellor Media Illinois License Corp.
7.        Chancellor Media Corporation of Dade County
8.        WVCG License Corp.
9.        Chancellor Media Corporation of Massachusetts
10.       Chancellor Media Pennsylvania License Corp.
11.       Chancellor Media Corporation of Miami
12.       WEDR License Corp.
13.       Chancellor Media of Houston Limited Partnership
14.       Chancellor Media Corporation of Houston
15.       Chancellor Media Corporation of the Keystone State
16.       Chancellor Media Corporation of New York
17.       Chancellor Media Corporation of Charlotte
18.       WIOQ License Corp.
19.       Chancellor Media Corporation of Washington, D.C.
20.       Chancellor Media Corporation of St. Louis
21.       Chancellor Media Corporation of Michigan
22.       Chancellor Media / WAXQ Inc.
23.       WAXQ License Corp.
24.       Chancellor Media / KCMG Inc.
25.       Chancellor Media / Riverside Broadcasting Co., Inc.
26.       WLTW License Corp.
27.       Chancellor Media Corporation of the Capital City
28.       Chancellor Media D.C. License Corp.
29.       Chancellor Media Licensee Company
30.       Chancellor Media/Trefoil Communications, Inc.
31.       Chancellor Media/Shamrock Broadcasting, Inc.
32.       Chancellor Media/Shamrock Radio Licenses, Inc.
33.       Chancellor Media/Shamrock Broadcasting Licenses of Denver, Inc.
34.       Chancellor Media/Shamrock Broadcasting of Texas, Inc (a Texas
          corporation)
35.       Chancellor Media/Shamrock Radio Licenses, LLC
36.       Chancellor Media Outdoor Corporation
37.       Chancellor Media Nevada Sign Corporation
38.       Chancellor Media MW Sign Corporation
39.       Chancellor Media Martin Corporation
40.       Western Poster Service, Inc. (a Texas corporation)
41.       The AMFM Radio Networks, Inc.


                                      A-1



<PAGE>   25

42.       Chancellor Media Air Services Corporation
43.       Chancellor Media Whiteco Outdoor Corporation
44.       Chancellor Merger Corp.
45.       Broadcast Architecture, Inc. (a Massachusetts corporation)
46.       Martin Media (a California limited partnership)
47.       Dowling Company Incorporated (a Virginia corporation)
48.       Nevada Outdoor Systems, Inc. (a Nevada corporation)
49.       MW Sign Corp. (a California corporation)
50.       Martin & MacFarlane, Inc. (a California corporation)
51.       Katz Media Corporation
52.       Katz Communications, Inc.
53.       Katz Millennium Marketing, Inc.
54.       Amcast Radio Sales, Inc.
55.       Christal Radio Sales, Inc.
56.       Eastman Radio Sales, Inc.
57.       Seltel Inc.
58.       Katz Cable Corporation
59.       The National Payroll Company, Inc.
60.       Chancellor Media Radio Licenses, LLC
61.       KLOL License Limited Partnership
62.       WTOP License Limited Partnership
63.       Radio 100, L.L.C.


                                      A-2