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CHANCELLOR MEDIA CORPORATION OF LOS ANGELES
NOTICE OF GUARANTEED DELIVERY
OF 8 3/4% ORIGINAL NOTES DUE 2007
(AS SUCCESSOR BY MERGER TO CHANCELLOR RADIO BROADCASTING COMPANY)
PURSUANT TO THE PROSPECTUS DATED OCTOBER 16, 1997.
THIS FORM, OR ONE SUBSTANTIALLY EQUIVALENT HERETO, MUST BE USED BY A HOLDER OF
8 3/4% SENIOR SUBORDINATED NOTES DUE 2007 (THE "ORIGINAL NOTES") OF CHANCELLOR
MEDIA CORPORATION OF LOS ANGELES, A DELAWARE CORPORATION (THE "COMPANY"), WHO
WISHES TO EXCHANGE ITS ORIGINAL NOTES PURSUANT TO THE COMPANY'S EXCHANGE OFFER,
AS DEFINED IN THE PROSPECTUS (THE "PROSPECTUS"), DATED OCTOBER 16, 1997 AND (I)
WHOSE ORIGINAL NOTES ARE NOT IMMEDIATELY AVAILABLE, (II) WHO CANNOT DELIVER HIS
ORIGINAL NOTES OR ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL ON
OR BEFORE THE EXCHANGE OFFER EXPIRATION DATE (AS DEFINED IN THE PROSPECTUS) OR
(III) WHO CANNOT COMPLETE THE PROCEDURE FOR BOOK ENTRY TRANSFER ON A TIMELY
BASIS. SUCH FORM MAY BE DELIVERED BY FACSIMILE TRANSMISSION, IF APPLICABLE, MAIL
OR HAND DELIVERY TO THE EXCHANGE AGENT. SEE "THE EXCHANGE OFFER -- GUARANTEED
DELIVERY PROCEDURES" IN THE PROSPECTUS.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON NOVEMBER
17, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE"). ORIGINAL NOTES TENDERED IN
THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
TO: U.S. TRUST COMPANY OF TEXAS, N.A., THE EXCHANGE AGENT
By Overnight Courier: Telephone Transmission: By Registered or Certified Mail:
U.S. Trust Company of Texas, N.A. (212) 420-6504 (fax) U.S. Trust Company of Texas, N.A.
ATTN: Corporate Trust (800) 225-2398 ATTN: Corporate Trust
770 Broadway -- 13th Floor P.O. Box 841 Cooper Station
New York, New York 10003-9598 By Hand Delivery: New York, New York 10276
U.S. Trust Company of
Texas, N.A.
ATTN: Corporate Trust
111 Broadway -- Lower Level
New York, New York 10006-1906
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN TO THE ONE
LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE LETTER
OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
The undersigned hereby represents that he owns the Original Notes tendered
and hereby tenders to the Company upon the terms and subject to the conditions
set forth in the Prospectus and the related Letter of Transmittal, receipt of
which is hereby acknowledged, the principal amount of Original Notes specified
below pursuant to the guaranteed delivery procedures set forth under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures" in the Prospectus. The
undersigned hereby tenders the Original Notes listed below:
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ORIGINAL NOTES CERTIFICATE NUMBERS
(IF AVAILABLE) PRINCIPAL AMOUNT TENDERED
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If Original Notes will be tendered by book entry transfer:
Name of Tendering Institution:
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Account No.
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The Depository Trust Company
SIGN HERE
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Signature(s)
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Name(s) (Please Print)
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Address
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Zip Code
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Area Code and Telephone No.
Date:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a recognized signature guarantee medallion
program within the meaning of Rule 17A(d)-15 under the Securities Exchange Act
of 1934, as amended, hereby guarantees (a) that the above-named person(s) own(s)
the above-described securities tendered hereby and (b) that delivery to the
Exchange Agent of certificates tendered hereby, in proper form for transfer, or
delivery of such certificates pursuant to the procedure for book-entry transfer,
in either case with delivery of a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other required documents, is being
made within three business days after the date of execution of a Notice of
Guaranteed Delivery of the above-named person.
SIGN HERE
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Name of Firm
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Authorized Signature
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Name (Please print)
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Address
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Zip Code
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Area Code and Telephone No.
Date:
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DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ACTUAL SURRENDER OF ORIGINAL
NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A COPY OF THE PREVIOUSLY
EXECUTED LETTER OF TRANSMITTAL.
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INSTRUCTIONS
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other documents
required by this Notice of Guaranteed Delivery must be received by the Exchange
Agent at its address set forth on the cover hereof prior to the Exchange Offer
Expiration Date. The method of delivery of this Notice of Guaranteed Delivery
and all other required documents to the Exchange Agent is at the election and
risk of the Holder but, except as otherwise provided below, the delivery will be
deemed made only when actually received by the Exchange Agent. If such delivery
is by mail, it is recommended that the Holder use properly insured, registered
mail with return receipt requested. For a full description of the guaranteed
delivery procedures, see the Prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures." In all cases, sufficient time should
be allowed to assure timely delivery. No Notice of Guaranteed Delivery should be
sent to the Company.
2. SIGNATURE ON THIS NOTICE OF GUARANTEED DELIVERY; GUARANTEE OF
SIGNATURES. If this Notice of Guaranteed Delivery is signed by the registered
Holder(s) of the Original Notes referred to herein, the signature must
correspond with the name(s) as written on the face of the Original Notes without
alteration, enlargement or any change whatsoever.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and, unless waived by the Company, evidence satisfactory
to the Company of their authority so to act must be submitted with this Notice
of Guaranteed Delivery.
If this Notice of Guaranteed Delivery is signed by a participant of the
Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of the Original Notes, the signature must correspond with the name
shown on the security position listing as the owner of the Original Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
Registered Holder(s) of any Original Notes listed or a participant of the
Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the Registered
Holder(s) appears on the Original Notes or signed as the name of the participant
shown on the Book-Entry Transfer Facility's security position listing.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
Exchange Offer or the procedure for tendering as well as requests for assistance
or for additional copies of the Prospectus and the Letter of Transmittal, may be
directed to the Exchange Agent. Holders may also contact their broker, dealer,
commercial bank, trust company, or other nominee for assistance concerning the
Exchange Offer.