UNITED STATES OF AMERICA,                       Plaintiff,                   v. CHANCELLOR MEDIA CORPORATION and KUNZ & COMPANY,                   Defendants.

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Civil Action No. 1:98CV02763 Judge Kollar-Kotelly

It is stipulated by and between the undersigned parties, by their respective attorneys, as follows:

1. The Court has jurisdiction over the subject matter of this action and over each of the parties hereto, and venue of this action is proper in the United States District Court for the District of Columbia.

2. The parties stipulate that a Final Judgment in the form hereto attached may be filed and entered by the Court, upon the motion of any party or upon the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act (15 U.S.C. § 16), and without further notice to any party or other proceedings, provided that plaintiff has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on defendants and by filing that notice with the Court.

3. Defendants shall abide by and comply with the provisions of the proposed Final Judgment pending entry of the Final Judgment by the Court, or until expiration of time for all appeals of any Court ruling declining entry of the proposed Final Judgment, and shall, from the date of the signing of this Stipulation by the parties, comply with all the terms and provisions of the proposed Final Judgment as though the same were in full force and effect as an Order of the Court.

4. Defendants shall not consummate the transaction sought to be enjoined by the Complaint herein before the Court has signed this Stipulation and order.

5. This Stipulation shall apply with equal force and effect to any amended proposed Final Judgment agreed upon in writing by the parties and submitted to the Court.

6. In the event (a) the plaintiff withdraws its consent (as provided in paragraph 2 above), or (b) the proposed Final Judgment is not entered pursuant to this Stipulation, the time has expired for all appeals of any Court ruling declining entry of the proposed Final Judgment, and the Court has not otherwise ordered continued compliance with the terms and provisions of the proposed Final Judgment, then the parties are released from all further obligations under this Stipulation, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

7. Defendants represent that the divestitures ordered in the proposed Final Judgment can and will be made, and that defendants will later raise no claim of hardship or difficulty as grounds for asking the Court to modify any of the divestiture provisions contained therein.

Dated: November _12_, 1998

FOR PLAINTIFF UNITED STATES OF AMERICA: _______________/S/________________ Barry L. Creech D.C. Bar No. -- 421070 U.S. Department of Justice Antitrust Division Merger Task Force 1401 H Street, NW, Suite 4000 Washington, DC 20530 (202) 307-0001

FOR DEFENDANT KUNZ & COMPANY: _______________/S/________________ Riccarda Heising Powell, Goldstein, Frazer & Murphy LLP 191 Peachtree Street, NE 16th Floor Atlanta, GA 30303 (404) 572-6730 FOR DEFENDANT CHANCELLOR MEDIA CORPORATION _______________/S/________________ Steven H. Schulman Bruce J. Prager Latham & Watkins 1001 Pennsylvania Ave., NW; Suite 1300 Washington, DC 20004 (202) 637-2184

SO ORDERED:

______________________________
United States District Judge

Certificate of Service

I, Barry L. Creech, hereby certify that, on November _12_, 1998, I caused the foregoing document to be served on defendants Kunz & Company and Chancellor Media Corporation by having a copy mailed, first- class, postage prepaid, to:

Steven H. Schulman
Bruce J. Prager
Latham & Watkins
1001 Pennsylvania Ave., NW
Suite 1300
Washington, DC 20004
Counsel for Chancellor Media Corporation

Riccarda Heising
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, NE
16th Floor
Atlanta, GA 30603
Counsel for Kunz & Company

_______________/S/________________ Barry L. Creech D.C. Bar No. - 421070