UNITED STATES OF AMERICA,                       Plaintiff,                   v. CHANCELLOR MEDIA CORPORATION and WHITECO INDUSTRIES, INC. and METRO MANAGEMENT ASSOCIATES                   Defendants.

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Civil Action No. 1:98CV02876 Judge Colleen Kollar-Koetelly

MOTION FOR ENTRY OF
STIPULATION AND ORDER

Plaintiff moves the Court for entry of the Stipulation and Order filed today in this civil antitrust merger case on the following grounds:

1. Plaintiff filed a Complaint today challenging a proposed acquisition by Chancellor Media Corporation ("Chancellor") of Whiteco Industries, Inc. and Metro Management Associates (collectively "Whiteco"). At the same time, plaintiff filed a proposed Final Judgment that would settle the claims in the Complaint by requiring the divesture of certain assets by the defendants.

2. In the Stipulation and Order, defendants have agreed to abide by and comply with all the terms and provisions of the proposed Final Judgment pending its entry after compliance with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16. Defendants also have agreed not to consummate their transaction before the entry of the Stipulation and Order.

3. Defendants have authorized plaintiff to state that they concur in this motion.

4. Plaintiff now moves for entry of the Stipulation and Order to permit the defendants to consummate their transaction.

Dated: November 25, 1998

Respectfully submitted,

_______________/s/________________ Renée Eubanks U.S. Department of Justice Antitrust Division Merger Task Force 1401 H St. N.W., Suite 4000 Washington, D.C. 20530 (202) 307-0001