UNITED STATES OF AMERICA,     United States Department of Justice Antitrust Division Merger Task Force 4000 City Center Building 1401 H. St. N.W. Washington, DC 20530                   Plaintiff,                   v. CAPSTAR BROADCASTING CORPORATION 600 Congress Ave. Suite 1400 Austin, TX 78701 and TRIATHLON BROADCASTING COMPANY 750 B Symphony Towers Suite 1920 San Diego, CA 92101                   Defendants.

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CASE NUMBER 1:99CV00993 JUDGE: Louis F. Oberdorfer Deck Type: Antitrust Date Stamp: 4/21/99

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

1. This Court has jurisdiction over the subject matter of this action and the parties have agreed to waive all objections to personal jurisdiction and venue 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Act, 15 U.S.C. § 16, and without further notice to any party or other proceedings, provided that plaintiff has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on defendants and by filing that notice with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. 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.

5. In the event plaintiff withdraws its consent, as provided in paragraph 2 above, or in the event 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.

6. 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: April 20, 1999

FOR PLAINTIFF UNITED STATES OF AMERICA

_______________/s/________________
Karl D. Knutsen
United States Department of Justice
Antitrust Division
Merger Task Force
1401 H Street, N.W.
Washington, D.C. 20530
(202) 514-0976

FOR DEFENDANT CAPSTAR BROADCASTING CORPORATION

_______________/s/________________
Neil W. Imus
Vinson & Elkins L.L.P.
1455 Pennsylvania Ave., N.W.
Washington, D.C. 20006
(202) 639-6675

FOR DEFENDANT TRIATHLON BROADCASTING COMPANY

_______________/s/________________
David J. Laing
Baker & McKenzie
815 Connecticut Ave., NW
Washington, DC 20006
(202) 452-7023

CERTIFICATE OF SERVICE

I, Karl D. Knutsen, of the Antitrust Division of the United States Department of Justice, do hereby certify that true copies of the foregoing Complaint, Final Judgment, Plaintiff's Explanation of Consent Decree Procedures and Stipulation were served this 21st day of April, 1999, by hand, to the following:

Neil W. Imus
Vinson & Elkins L.L.P.
1455 Pennsylvania Ave., N.W.
Washington, D.C. 20006
Counsel for Capstar BroadcastingCorporation

David J. Laing
Baker & McKenzie
815 Connecticut Ave., NW
Washington, D.C. 20006
Counsel for Triathlon BroadcastingCompany

_______________/s/________________
Karl D. Knutsen