EXHIBIT A CREDIT AGREEMENT DATED AS OF JUNE 12, 1996 AS AMENDED AND RESTATED AS OF FEBRUARY 14, 1997

EXHIBIT A

CREDIT AGREEMENT

DATED AS OF JUNE 12, 1996

AS AMENDED AND RESTATED

AS OF FEBRUARY 14, 1997

AMONG

JACOR COMMUNICATIONS COMPANY,

THE LENDERS PARTY HERETO,

BANK OF AMERICA ILLINOIS,
AS SYNDICATION AGENT,

BANQUE PARIBAS,
AS DOCUMENTATION AGENT,

AND

THE CHASE MANHATTAN BANK,
AS ADMINISTRATIVE AGENT

TABLE OF CONTENTS

Page
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Article I

DEFINITIONS . . . . . . . . . . . . . 1

Article II

THE CREDITS

Section 2.1 Revolving Loans . . . . . . . . . . . . . . . . . . . . . 28
Section 2.2 Term Loans. . . . . . . . . . . . . . . . . . . . . . . . 28
Section 2.3 Interest. . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 2.4 Applicable Margin . . . . . . . . . . . . . . . . . . . . 30
Section 2.5 Borrowing Notice. . . . . . . . . . . . . . . . . . . . . 31
Section 2.6 Disbursement of Funds . . . . . . . . . . . . . . . . . . 31
Section 2.7 Interest Periods, etc.. . . . . . . . . . . . . . . . . . 32
Section 2.8 Mandatory Principal Payments. . . . . . . . . . . . . . . 33
Section 2.9 Optional Principal Payments and Reductions of
Commitments . . . . . . . . . . . . . . . . . . . . . . 37
Section 2.10 Method and Place of Payment . . . . . . . . . . . . . . . 38
Section 2.11 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 2.12 Evidence of Debt. . . . . . . . . . . . . . . . . . . . . 38
Section 2.13 Minimum Advances. . . . . . . . . . . . . . . . . . . . . 39
Section 2.14 Eurodollar Rate Conversion and Continuation . . . . . . . 39
Section 2.15 Lending Offices . . . . . . . . . . . . . . . . . . . . . 39
Section 2.16 Non-Receipt of Funds by the Agent . . . . . . . . . . . . 40
Section 2.17 Collateral Security . . . . . . . . . . . . . . . . . . . 40
Section 2.18 Further Assistance. . . . . . . . . . . . . . . . . . . . 41
Section 2.19 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . 42
Section 2.20 Issuance of Letters of Credit, etc. . . . . . . . . . . . 42
Section 2.21 Letter of Credit Fees . . . . . . . . . . . . . . . . . . 43
Section 2.22 Obligation of the Company Absolute, etc.. . . . . . . . . 43
Section 2.23 Cash Collateral . . . . . . . . . . . . . . . . . . . . . 44

Article III

CHANGE IN CIRCUMSTANCES

Section 3.1 Yield Protection. . . . . . . . . . . . . . . . . . . . . 45
Section 3.2 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 3.3 Availability of Rate Options. . . . . . . . . . . . . . . 47
Section 3.4 Funding Indemnification . . . . . . . . . . . . . . . . . 48
Section 3.5 Lender Certificates; Survival of Indemnity. . . . . . . . 48

Article IV

CONDITIONS PRECEDENT

Section 4.1 Conditions Precedent to All Loans . . . . . . . . . . . . 48

Article V

REPRESENTATIONS AND WARRANTIES

Section 5.1 Corporate Existence and Standing. . . . . . . . . . . . . 50
Section 5.2 Authorization and Validity. . . . . . . . . . . . . . . . 50
Section 5.3 No Conflict; Government Consent, etc. . . . . . . . . . . 50
Section 5.4 Financial Statements. . . . . . . . . . . . . . . . . . . 51
Section 5.5 Material Adverse Change . . . . . . . . . . . . . . . . . 51
Section 5.6 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 5.7 Litigation and Contingent Obligations . . . . . . . . . . 51
Section 5.8 Environmental Matters . . . . . . . . . . . . . . . . . . 52
Section 5.9 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 5.10 Accuracy of Information . . . . . . . . . . . . . . . . . 53
Section 5.11 Margin Regulations. . . . . . . . . . . . . . . . . . . . 53
Section 5.12 Materially Burdensome Agreements. . . . . . . . . . . . . 53
Section 5.13 Compliance with Laws; Franchises and Licenses . . . . . . 54
Section 5.14 Ownership of Properties . . . . . . . . . . . . . . . . . 55
Section 5.15 Location of Properties. . . . . . . . . . . . . . . . . . 55
Section 5.16 Investment Company Act. . . . . . . . . . . . . . . . . . 55
Section 5.17 Public Utility Holding Company Act. . . . . . . . . . . . 55
Section 5.18 Capital Structure . . . . . . . . . . . . . . . . . . . . 55
Section 5.19 Collateral Assignments. . . . . . . . . . . . . . . . . . 56
Section 5.20 Excluded Subsidiaries, etc. . . . . . . . . . . . . . . . 56
Section 5.21 Labor Matters . . . . . . . . . . . . . . . . . . . . . . 56
Section 5.22 Solvency. . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 5.23 Security Interests and Liens. . . . . . . . . . . . . . . 57
Section 5.24 Effectiveness Date Transactions . . . . . . . . . . . . . 57
Section 5.25 Call Letters; Patents, Trademarks, etc. . . . . . . . . . 57
Section 5.26 No Default. . . . . . . . . . . . . . . . . . . . . . . . 58
Section 5.27 Brokers' Fees . . . . . . . . . . . . . . . . . . . . . . 58
Section 5.28 Insurance . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 5.29 Subsidiary Agreements . . . . . . . . . . . . . . . . . . 58
Section 5.30 Termination of Certain Arrangements . . . . . . . . . . . 58

Article VI

COVENANTS

Section 6.1 Financial Reporting . . . . . . . . . . . . . . . . . . . 59
Section 6.2 Notice of Default, Litigation etc.. . . . . . . . . . . . 61
Section 6.3 Financial Ratios. . . . . . . . . . . . . . . . . . . . . 62
Section 6.4 Conduct of Business; Maintenance of Licenses. . . . . . . 63
Section 6.5 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 6.6 Insurance . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 6.7 Compliance with Laws and FCC Filings in Connection
with Loan Documents . . . . . . . . . . . . . . . . . . 64
Section 6.8 Maintenance of Properties . . . . . . . . . . . . . . . . 64
Section 6.9 Inspection, etc.. . . . . . . . . . . . . . . . . . . . . 64
Section 6.10 Restricted Payments . . . . . . . . . . . . . . . . . . . 64
Section 6.11 Indebtedness. . . . . . . . . . . . . . . . . . . . . . . 65
Section 6.12 Merger. . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 6.13 Sale of Assets. . . . . . . . . . . . . . . . . . . . . . 67
Section 6.14 Sale and Leaseback. . . . . . . . . . . . . . . . . . . . 69
Section 6.15 Investments and Acquisitions. . . . . . . . . . . . . . . 69
Section 6.16 Guaranties. . . . . . . . . . . . . . . . . . . . . . . . 71
Section 6.17 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 6.18 Capital Expenditures. . . . . . . . . . . . . . . . . . . 72
Section 6.19 Rentals . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 6.20 Affiliates. . . . . . . . . . . . . . . . . . . . . . . . 73
Section 6.21 Management Fees . . . . . . . . . . . . . . . . . . . . . 73
Section 6.22 Interest Rate Protection, etc.. . . . . . . . . . . . . . 74
Section 6.23 Certain Agreements. . . . . . . . . . . . . . . . . . . . 74
Section 6.24 Fiscal Year; Fiscal Quarter . . . . . . . . . . . . . . . 75
Section 6.25 Amendment to Other Agreements . . . . . . . . . . . . . . 75
Section 6.26 Subsidiary Operations . . . . . . . . . . . . . . . . . . 75
Section 6.27 FCC Licenses. . . . . . . . . . . . . . . . . . . . . . . 75
Section 6.28 Deposit Accounts. . . . . . . . . . . . . . . . . . . . . 75
Section 6.29 Collateral Assignment . . . . . . . . . . . . . . . . . . 75
Section 6.30 Acquisitions and Guarantees by Parent . . . . . . . . . . 75

Article VII

DEFAULTS

Section 7.1 Breach of Representation or Warranty. . . . . . . . . . . 76
Section 7.2 Failure to Make Payments. . . . . . . . . . . . . . . . . 76
Section 7.3 Breach of Certain Covenants . . . . . . . . . . . . . . . 76
Section 7.4 Other Defaults. . . . . . . . . . . . . . . . . . . . . . 76
Section 7.5 Default Under Other Agreements. . . . . . . . . . . . . . 76
Section 7.6 Bankruptcy, etc.. . . . . . . . . . . . . . . . . . . . . 76
Section 7.7 Appointment of Receiver . . . . . . . . . . . . . . . . . 77

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Section 7.8 Condemnation, etc.. . . . . . . . . . . . . . . . . . . . 77
Section 7.9 Judgments . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 7.10 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 7.11 Default Under Loan Documents. . . . . . . . . . . . . . . 78
Section 7.12 Guarantees. . . . . . . . . . . . . . . . . . . . . . . . 78
Section 7.13 Collateral Documents. . . . . . . . . . . . . . . . . . . 78
Section 7.14 Licenses. . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 7.15 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 7.16 Change of Control . . . . . . . . . . . . . . . . . . . . 79
Section 7.17 Prepayment or Redemption with respect to Certain
Indebtedness. . . . . . . . . . . . . . . . . . . . . . 79
Section 7.18 Parent Contribution Documents . . . . . . . . . . . . . . 79

Article VIII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

Section 8.1 Acceleration. . . . . . . . . . . . . . . . . . . . . . . 80
Section 8.2 Amendments. . . . . . . . . . . . . . . . . . . . . . . . 80
Section 8.3 Preservation of Rights. . . . . . . . . . . . . . . . . . 82

Article IX

GENERAL PROVISIONS

Section 9.1 Survival of Representations . . . . . . . . . . . . . . . 82
Section 9.2 Governmental Regulation . . . . . . . . . . . . . . . . . 82
Section 9.3 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Section 9.4 Headings. . . . . . . . . . . . . . . . . . . . . . . . . 83
Section 9.5 Entire Agreement. . . . . . . . . . . . . . . . . . . . . 83
Section 9.6 Several Obligations . . . . . . . . . . . . . . . . . . . 83
Section 9.7 Expenses; Indemnification . . . . . . . . . . . . . . . . 83
Section 9.8 Numbers of Documents. . . . . . . . . . . . . . . . . . . 84
Section 9.9 Accounting. . . . . . . . . . . . . . . . . . . . . . . . 84
Section 9.10 Severability of Provisions. . . . . . . . . . . . . . . . 84
Section 9.11 Non-liability of Lender . . . . . . . . . . . . . . . . . 84
Section 9.12 CHOICE OF LAW . . . . . . . . . . . . . . . . . . . . . . 84
Section 9.13 CONSENT TO JURISDICTION . . . . . . . . . . . . . . . . . 84
Section 9.14 Counterparts. . . . . . . . . . . . . . . . . . . . . . . 85
Section 9.15 Limitation of Rights. . . . . . . . . . . . . . . . . . . 85
Section 9.16 Limitation of Liability . . . . . . . . . . . . . . . . . 85
Section 9.17 Designation of Obligations as Senior Debt . . . . . . . . 85

Article X

THE AGENTS

Section 10.1 Appointment . . . . . . . . . . . . . . . . . . . . . . . 86
Section 10.2 Powers. . . . . . . . . . . . . . . . . . . . . . . . . . 86
Section 10.3 General Immunity. . . . . . . . . . . . . . . . . . . . . 86
Section 10.4 No Responsibility for Loans, Recitals, etc. . . . . . . . 86
Section 10.5 Action on Instructions of Lenders . . . . . . . . . . . . 86
Section 10.6 Employment of Agents and Counsel. . . . . . . . . . . . . 86
Section 10.7 Reliance on Documents; Counsel. . . . . . . . . . . . . . 87
Section 10.8 Agent's Reimbursement and Indemnification . . . . . . . . 87
Section 10.9 Rights as a Lender. . . . . . . . . . . . . . . . . . . . 87
Section 10.10 Lender Decisions. . . . . . . . . . . . . . . . . . . . . 87
Section 10.11 Successor Agent . . . . . . . . . . . . . . . . . . . . . 87
Section 10.12 Collateral Releases . . . . . . . . . . . . . . . . . . . 88

Article XI

SETOFF; RATABLE PAYMENTS

Section 11.1 Setoff. . . . . . . . . . . . . . . . . . . . . . . . . . 88
Section 11.2 Ratable Payments. . . . . . . . . . . . . . . . . . . . . 88

Article XII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

Section 12.1 Successors and Assigns. . . . . . . . . . . . . . . . . . 89
Section 12.2 Participations. . . . . . . . . . . . . . . . . . . . . . 89
Section 12.3 Assignments . . . . . . . . . . . . . . . . . . . . . . . 90
Section 12.4 Dissemination of Information. . . . . . . . . . . . . . . 91
Section 12.5 Confidentiality . . . . . . . . . . . . . . . . . . . . . 91

Article XIII

NOTICES

Section 13.1 Giving Notice . . . . . . . . . . . . . . . . . . . . . . 91
Section 13.2 Change of Address . . . . . . . . . . . . . . . . . . . . 92

Article XIV

WAIVER OF JURY TRIAL . . . . . . . . . . . 92

EXHIBITS AND SCHEDULES TO CREDIT AGREEMENT

EXHIBITS

Exhibit A - Intentionally Deleted
Exhibit B-1 - Form of Collateral Assignment of the Mexican Agreements
Exhibit B-2 - Form of Collateral Assignment of the Joint Sales Agreements/
Local Marketing Agreements
Exhibit C - Form of Mortgage
Exhibit D-1 - Form of Company Pledge Agreement
Exhibit D-2 - Form of Subsidiary Primary Pledge Agreement
Exhibit D-3 - Form of Subsidiary Secondary Pledge Agreement
Exhibit D-4 - Form of Subsidiary First Amended and Restated Secondary Pledge
Agreement
Exhibit D-5 - Form of Parent Pledge Agreement
Exhibit E-1 - Form of Company Security Agreement
Exhibit E-2 - Form of Subsidiary Security Agreement
Exhibit F - Form of Compliance Certificate
Exhibit G-1 - Form of Intercompany Acquisition Demand Note
Exhibit G-2 - Form of First Amended and Restated Intercompany Acquisition
Demand Note
Exhibit H-1 - Form of Intercompany Demand Note
Exhibit H-2 - Form of First Amended and Restated Intercompany Demand Note
Exhibit H-3 - Form of Third Consolidated Amended and Restated Intercompany
Demand Note
Exhibit I - Form of Third Amended and Restated Intercompany Security
Agreement
Exhibit J-1 - Form of Subsidiary Guaranty
Exhibit J-2 - Form of Parent Guaranty
Exhibit K - Intentionally Deleted
Exhibit L - Accountant's Letter
Exhibit M - Form of Assignment and Acceptance Agreement
Exhibit N-1 - Form of Company Trademark Agreement
Exhibit N-2 - Form of Subsidiary Trademark Agreement

SCHEDULES

Schedule 5.13(b)(ii) - Certain Governmental Requirements
Schedule 5.13(c) - Governmental Proceedings
Schedule 5.14 - Liens
Schedule 5.15(a) - Owned Property
Schedule 5.15(b) - Other Locations of Tangible Personal Property
Schedule 5.18(a) - Capital Stock
Schedule 5-18(b)(i) - Existing Debt
Schedule 5.18(b)(ii) - Surviving Debt
Schedule 5-18(b)(iii) - JCI Debt
Schedule 5.21 - Labor Matters
Schedule 5.23 - Interests of Third Parties
Schedule 5.25(i) - Call Letters
Schedule 5.25(ii) - Patents, Copyrights and Trademarks
Schedule 5.27 - Brokers' Fees
Schedule 5.28 - Existing Insurance Policies
Schedule 6.11(e) - Existing Indebtedness
Schedule 6.13 - Permitted Sale of Assets
Schedule 6.15(f) - Permitted Investments
Schedule 6.17(i) - Existing Liens
Schedule 6.20 - Permitted Affiliate Transactions

vii

This Credit Agreement, dated as of June 12, 1996, as amended and restated
as of February 14, 1997, is among Jacor Communications Company, a Florida
corporation, the Lenders (as defined below), The Chase Manhattan Bank, as
Administrative Agent, Banque Paribas, as Documentation Agent, and Bank of
America Illinois, as Syndication Agent. The parties hereto agree as follows:

Article I

DEFINITIONS

As used in this Agreement:

"Acquisition" means any transaction, or any series of transactions
involving related or affiliated sellers, consummated after the date of this
Agreement, by which the Company or any of its Subsidiaries (or the Parent, on
behalf of the Company or any of its Subsidiaries, as contemplated by
Section 6.30) (i) acquires any going business or assets of any Person (other
than assets not constituting a business or business unit or a Radio Station or
Television Station acquired by the Company or any of its Subsidiaries in the
ordinary course of its business), whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires at least 50% in number of
votes (in one transaction or as the most recent transaction in a series of
transactions), of the securities or other ownership interest in any Person,
other than, with respect to the Company, a Subsidiary of the Company existing on
the date hereof.

"Acquisition Certificate" means, with respect to any proposed Acquisition
for an Amount in excess of $15,000,000, a certificate signed by an Authorized
Officer of the Company in the form of a compliance certificate containing
Acquisition Pro Formas with respect to such Acquisition and certifying (i) as to
the maximum aggregate Amount of Acquisitions permitted to have been made after
the Effectiveness Date under clause (c)(1) of the definition of "Permitted
Acquisition" and the aggregate Amount of all Permitted Acquisitions consummated
after the Effectiveness Date (other than the Permitted Acquisitions set forth in
subclauses (i) and (ii) of the definition thereof), including the Amount of such
Acquisition, (ii) as to the accuracy and completeness of the Acquisition Pro
Formas attached to such certificate, (iii) as to the accuracy after giving
effect to the transactions contemplated by such Acquisition Pro Formas of the
matters set forth in clauses (c), (e), (f), (g) and (h) of the definition of
"Permitted Acquisition", and with respect to the matters set forth in
clauses (f) and (g) of such definition, and to the extent applicable,
clauses (c) and (h) of such definition, the calculations in support thereof and
(iv) that on the date of such proposed Acquisition, both before and after giving
effect to such Acquisition, all the representations and warranties set forth in
the Loan Documents shall be true and correct in all material respects (except
those representations and warranties that speak only as of a different date),
and no Default or Unmatured Default shall exist.

"Acquisition Pro Formas" means, in connection with any proposed Acquisition
for an Amount in excess of $15,000,000 by the Company or any of its Subsidiaries
of a business engaged primarily in radio or television broadcasting or any
materially related business, a consolidated balance sheet, profit and loss
statement and cash flow statement of the Company and its Subsidiaries as of the
last day of and for the most recent twelve-month period for which financial
statements have been delivered pursuant to Section 6.1, each in reasonable
detail and prepared in accordance with Agreement Accounting Principles
consistently applied on a combined PRO FORMA basis after giving effect to, as
applicable, (i) the proposed Acquisition and each other proposed Acquisition for
which a definitive agreement has been executed at the time of delivery of the
applicable Acquisition Pro Formas and any related increase in Total Debt or
(ii) solely the proposed Acquisition and any related increase in Total Debt, in
the case of either (i) or (ii)

above as if each applicable Acquisition had been consummated, and all applicable
Indebtedness issued or incurred, as of the first day of such period.

"Administrative Agent" means The Chase Manhattan Bank in its capacity as
administrative agent for the Lenders pursuant to Article X, and not in its
individual capacity as a Lender, and any successor Administrative Agent
appointed pursuant to Article X.

"Advance" means a borrowing hereunder consisting of the aggregate amount of
the several Loans made by the Lenders to the Company on the same Borrowing Date,
at the same Rate Option and, in the case of Eurodollar Rate borrowings
hereunder, for the same Interest Period.

"Affiliate" means any Person directly or indirectly controlling, controlled
by or under direct or indirect common control with the Person specified, whether
by contract, understanding or otherwise. A Person shall be deemed to control
another Person if the controlling Person owns 10% or more of any class of voting
securities of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of stock, by contract or otherwise.

"Agents" means the collective reference to the Administrative Agent, the
Documentation Agent and the Syndication Agent.

"Aggregate Commitment" means the aggregate of all the Commitments
outstanding at such time.

"Aggregate Revolving Loan Commitment" means, at any time of determination,
the aggregate of the Revolving Loan Commitments of each of the Lenders at such
time.

"Agreement" means this Credit Agreement, as it may be amended, modified,
supplemented or restated and in effect from time to time.

"Agreement Accounting Principles" means United States generally accepted
principles of accounting as in effect on, and applied in a manner consistent
with, those used in preparing the audited December 31, 1995 consolidated
financial statements of the Parent and its Subsidiaries.

"Amendments" is defined in Section 8.2.

"Amount" means, with respect to any Acquisition, all consideration paid in
respect thereof, including consideration in the form of cash, property (as
valued at the time of such Acquisition) or the assumption of Indebtedness or
other obligations.

"Annual Capital Contribution" means the capital contribution to be made to
the Company by the Parent as provided in the Parent Guaranty and the Parent
Contribution Documents in an amount not less than the amount of the Annual
Management Fee paid by the Company to the Parent pursuant to Section 6.21(c).

"Annual Management Fee" is defined in Section 6.21(c).

"Applicable Margin" means the respective percentages for each Rate Option
determined in accordance with the terms of Section 2.4.

"Article" means an article of this Agreement unless another document is
specifically referenced.

"Australia's Wonderland" means the investment by the Company represented by
the Partnership Agreement among ▇▇▇▇▇ ▇▇▇▇▇▇ Industries, Limited, Leighton
Holdings Limited, ▇▇▇▇ Broadcasting Company (now known as Citicasters Co.) and
Bartessa Pty. Limited (now known as Sydney Theme Park Pty. Limited) (together,
the "Theme Park Partnership"), dated as of June 6, 1984, and also, the
investment by the Theme Park Partnership in the Joint Venture Agreement among
State Superannuation Board, the Theme Park Partnership, ▇▇▇▇▇ ▇▇▇▇▇▇ Industries,
Limited, Leighton Holdings Limited, ▇▇▇▇ Broadcasting Company (now known as
Citicasters Co.) and Bartessa Pty. Limited, dated as of June 6, 1984.

"Authorized Officer" means, with respect to any Person, any of the Chairman
of the Board, the President, the Treasurer or the Chief Financial Officer of
such Person, acting singly.

"Bank of America" means Bank of America Illinois in its individual
capacity, and its successors and assigns.

"Banque Paribas" means Banque Paribas in its individual capacity, and its
successors and assigns.

"Base Rate" means a rate per annum at any time equal to the greater of (i)
the base rate or prime rate of interest announced by the Administrative Agent
from time to time, changing when and as said base rate or prime rate changes and
(ii) the Federal Funds Rate plus 1/2 of 1% per annum.

"Borrowing Date" means a date on which an Advance is made hereunder.

"Borrowing Notice" is defined in Section 2.5.

"Broadcast Cash Flow" means, with respect to the Company and its
consolidated Subsidiaries, for any period of calculation the remainder of (x)
the revenue for such period which is classified as net revenue in the profit and
loss statements delivered pursuant to Sections 6.1(a) and 6.1(b) minus (y) those
expenses which are classified as operating expenses (other than interest
expense, depreciation, amortization, corporate general and administrative
expense and noncash extraordinary items) for such period in the profit and loss
statements delivered pursuant to Sections 6.1(a) and 6.1(b).

"Broadcast Finance" means Broadcast Finance, Inc., an Ohio corporation.

"Business Day" means (i) with respect to any borrowing, payment or
selection in respect of any Eurodollar Loan, a day other than Saturday or Sunday
on which banks are open for business in Chicago and New York and on which
dealings in U.S. Dollars are carried on in the interbank eurodollar market and
(ii) for all other purposes, a day other than Saturday or Sunday on which banks
are open for business in Chicago and New York.

"Capital Expenditures" means, for any period, the sum of expenditures
(whether paid in cash or accrued as a liability, including the portion of
Capitalized Leases that is capitalized on the consolidated balance sheet of the
Company and its Subsidiaries during such period) by the Company and its
Subsidiaries during such period that, in conformity with Agreement Accounting
Principles, are included

in "capital expenditures", "additions to property, plant or equipment" or
comparable items in the consolidated financial statements of the Company and its
Subsidiaries.

"Capital Stock" means, with respect to any corporation, any and all shares,
interests, rights to purchase (other than convertible or exchangeable
Indebtedness), warrants, options, participations or other equivalents of or
interests (however designated) in stock issued by that corporation.

"Capitalized Lease" of a Person means any lease of property by such Person
as lessee which should be capitalized on a balance sheet of such Person prepared
in accordance with Agreement Accounting Principles.

"Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which should be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

"Cash Collateral Account Agreement" means the cash collateral account
agreement in substantially the form of Exhibit D to the Effectiveness Agreement,
as duly completed, executed and delivered to the Administrative Agent, as the
same may be amended, modified, supplemented or restated from time to time.

"Cash Collateralize" means the pledge and deposit with or delivery to the
Administrative Agent, for the benefit of the Agents, the Issuing Banks and the
Lenders, cash or deposit account balances pursuant to documentation in form and
substance reasonably satisfactory to the Administrative Agent and the Issuing
Banks; such documentation shall irrevocably authorize the Administrative Agent
to apply such cash collateral to reimbursement of the Issuing Banks for draws
under Letters of Credit as and when occurring, and in all cases to payment of
other Obligations as and when due. Cash collateral shall be maintained in
blocked deposit accounts at the Administrative Agent or a Lender.

"Cash Equivalents" means (i) securities issued directly or fully guaranteed
or insured by the United States of America or any agency or instrumentality
thereof (provided that the full faith and credit of the United States of America
is pledged in support thereof) or (ii) time deposits and certificates of deposit
with, and commercial paper issued by the parent corporation of, any domestic
commercial bank of recognized standing having capital and surplus in excess of
$500.0 million and commercial paper issued by others rated at least A-2 or the
equivalent thereof by Standard & Poor's Ratings Group or at least P-2 or the
equivalent thereof by ▇▇▇▇▇'▇ Investors Service, Inc. and in each case maturing
within one year after the date of acquisition.

"Cash Interest Expense" means, for any fiscal period of the Company, the
interest expense (including, without limitation, interest expense attributable
to Capitalized Leases in accordance with Agreement Accounting Principles) of the
Company and its Subsidiaries for such period, PLUS all expenses incurred by the
Company or its Subsidiaries in connection with the payment of fees under any
agreement relating to indebtedness during such period (other than fees paid or
payable during such period pursuant to Section 2.11(a) or (b)), MINUS, to the
extent included in the foregoing, any such interest or fee expense not paid or
payable in cash during such period, MINUS interest income earned and received by
the Company or its Subsidiaries during such period, PLUS any such interest or
fee expense accrued but not paid by the Company or its Subsidiaries during any
previous period and paid during such period, in each case determined on a
consolidated basis in accordance with Agreement Accounting Principles.

"Citicasters Documents" shall have the meaning assigned to such term in
this Agreement immediately prior to the Effectiveness Date.

"Citicasters Subordinated Debt" means all indebtedness represented by the
9-3/4% Senior Subordinated Notes due February 15, 2004 issued pursuant to the
Citicasters Subordinated Debt Indenture.

"Citicasters Subordinated Debt Indenture" means the Indenture dated as of
February 18, 1994 between Citicasters Inc. (a predecessor entity of the Company)
and Shawmut Bank Connecticut, National Association, as trustee, as amended by
that certain First Supplemental Indenture dated as of August 22, 1994.

"Citicasters Transactions" means all of the transactions contemplated by
the Citicasters Documents.

"Collateral" means the collective reference to the "Collateral" under and
as defined in each of the Collateral Documents (other than the Mortgages) and
the "Property" under and as defined in each of the Mortgages.

"Collateral Assignment" means, with respect to each Joint Sales Agreement
and Local Marketing Agreement, an assignment agreement, substantially in the
form of Exhibit B-2 hereto, with such changes thereto as the Administrative
Agent may agree to, providing for the assignment by the Company or a Subsidiary
of the Company, as the case may be, of all of its right, title and interest in
such Joint Sales Agreement or Local Marketing Agreement, in favor of the
Administrative Agent for the ratable benefit of the Lenders, duly completed,
executed and delivered to the Administrative Agent by the Company and, subject
to Section 6.29, duly acknowledged by the other party (or parties) to such Joint
Sales Agreement or Local Marketing Agreement, as the same may be amended,
modified, supplemented or restated and in effect from time to time.

"Collateral Documents" means, collectively, the Parent Guaranty, the Parent
Pledge Agreement, the Subsidiary Guaranty, the Company Pledge Agreement, the
Company Security Agreement, the Mortgages, the Subsidiary Security Agreement,
the Subsidiary Pledge Agreements, the Company Trademark Agreement, the
Subsidiary Trademark Agreements, the Parent Account Assignment, the Mexican
Assignment Agreement, the Collateral Assignments, the Cash Collateral Account
Agreement, the Intercompany Security Agreement, each mortgage securing any
Intercompany Acquisition Note or Intercompany Demand Note and all ancillary
documentation and agreements required thereunder or executed and/or delivered by
the Parent, the Company or any of its Subsidiaries to the Administrative Agent
or any Lender in connection therewith.

"Commitment Fee Rate" means, at any time of determination, a rate per annum
equal to (i) if the Leverage Ratio is greater than or equal to 5.0 to 1.0 at
such time, 0.375% and (ii) if the Leverage Ratio is less than 5.0 to 1.0 at such
time, 0.250%. The Commitment Fee Rate shall be subject to adjustment (upwards or
downwards, as appropriate) based on the Leverage Ratio at the end of each of the
first three fiscal quarters and the fiscal year of the Company. For purposes of
determining the Commitment Fee Rate, the Leverage Ratio shall be determined
(i) in the case of determinations made with respect to the first three fiscal
quarters of the Company's fiscal year, by reference to the monthly financial
statements for the month ending on the last day of such fiscal quarter and the
Compliance Certificate for such fiscal quarter delivered pursuant to
Sections 6.1(b) and (d) and (ii) in the case of

determinations made with respect to the last fiscal quarter of the Company's
fiscal year, by reference to the financial statements and Compliance Certificate
delivered by the Company pursuant to Sections 6.1(a) and (d). The adjustment, if
any, to the Commitment Fee Rate shall be effective commencing on the Business
Day of the delivery of such monthly or annual financial statements and
Compliance Certificate and shall be effective only for the period subsequent to
such date. In the event that the Company shall at any time fail to furnish to
the Lenders the financial statements and Compliance Certificate required to be
delivered pursuant to Section 6.1(a), (b) or (d), the maximum Commitment Fee
Rate shall apply until such time as such financial statements and Compliance
Certificate are so delivered to the Administrative Agent.

"Commitments" means, for each Lender, its Revolving Loan Commitment, its
Term A Loan Commitment and its Term B Loan Commitment.

"Communications Act" means the Communications Act of 1934, as amended.

"Company" means Jacor Communications Company and its successors and
assigns.

"Company Mortgages" means collectively each fee simple mortgage or deed of
trust, in substantially the form of Exhibit C hereto, as duly completed,
executed and delivered by the Company on the Original Closing Date, and each
mortgage or deed of trust duly completed, executed and delivered by the Company
pursuant to Section 2.17, as each such mortgage or deed of trust may be amended,
modified, supplemented or restated and in effect from time to time.

"Company Pledge Agreement" means the pledge agreement in substantially the
form of Exhibit D-1 hereto, as duly completed, executed and delivered to the
Administrative Agent by the Company, as the same may be amended, modified,
supplemented or restated and in effect from time to time.

"Company Security Agreement" means the security agreement in substantially
the form of Exhibit E-1 hereto, as duly completed, executed and delivered to the
Administrative Agent by the Company, as the same may be amended, modified,
supplemented or restated and in effect from time to time.

"Company Trademark Agreement" means the trademark security agreement in
substantially the form of Exhibit N-1 hereto, as duly completed, executed and
delivered to the Administrative Agent by the Company, as the same may be
amended, modified, supplemented or restated and in effect from time to time.

"Compliance Certificate" means a compliance certificate in substantially
the form of Exhibit F hereto, with appropriate insertions, signed by an
Authorized Officer of the Company, showing the calculations necessary to
determine compliance with this Agreement and stating that no Default or
Unmatured Default exists, or if any Default or Unmatured Default exists,
describing the nature thereof and any action the Company is taking or proposes
to take with respect thereto.

"Conversion/Continuation Notice" is defined in Section 2.14(b).

"Current Assets" means, at any time, the current assets (other than
deferred tax, cash and cash equivalents of the Company and its Subsidiaries at
such time), determined on a consolidated basis in accordance with Agreement
Accounting Principles.

"Current Fiscal Year" is defined in Section 6.10.

"Current Liabilities" means, at any time, the current liabilities (other
than the current portion of all long-term Indebtedness of the Company and its
Subsidiaries at such time and other than deferred tax items), determined on a
consolidated basis in accordance with Agreement Accounting Principles.

"Debt Cash Proceeds" means all cash proceeds received by the Company or any
of its Subsidiaries from the incurrence of, or the issuance of any instruments
relating to, any Indebtedness (other than (i) the Senior Subordinated Debt and
(ii) Indebtedness borrowed by the Company under this Agreement), in each case
net of underwriting discounts, commissions and other reasonable fees, costs and
expenses associated therewith.

"Default" means the occurrence of an event described in Article VII.

"Default Rate" is defined in Section 2.3(c).

"Disposition(s)" is defined in Section 6.13.

"Disqualified Capital Stock" means (a) except as set forth in (b), with
respect to any Person, any Equity Interest of such Person that, by its terms or
by the terms of any security into which it is convertible, exercisable or
exchangeable, is, or upon the happening of any event or the passage of time
would be, required to be redeemed or repurchased (including at the option of the
holder thereof) by such Person or any of its Subsidiaries, in whole or in part,
on or prior to the final maturity of the Revolving Loans and the Term A Loans,
and (b) with respect to any Subsidiary of any Person (including with respect to
any Subsidiary of the Company), any Equity Interest other than any common equity
with no preference, privileges, or redemption or repayment provisions.

"Documentation Agent" means Banque Paribas in its capacity as documentation
agent for the Lenders pursuant to Article X, and not in its individual capacity
as a Lender, and any successor Documentation Agent appointed pursuant to
Article X.

"Effectiveness Agreement" means the Effectiveness Agreement dated as of
February 14, 1997, among the Company, the Lenders and the Agents.

"Effectiveness Date" is defined in the Effectiveness Agreement.

"Environmental Claim" means any claim, action, cause of action,
investigation or notice (written or oral) by any Person alleging potential
liability (including, without limitation, potential liability for investigatory
costs, cleanup costs, governmental response costs, natural resources damages,
property damages, personal injuries, or penalties) arising out of, based on or
resulting from (a) the presence, threatened release or release into the
environment, of any Material of Environmental Concern at any location, whether
or not owned, leased or operated by the Company or any of its Subsidiaries or
(b) circumstances forming the basis of any violation, or alleged violation, of
any Environmental Law.

"Environmental Laws" means all federal, state, local and foreign laws and
regulations relating to pollution or protection of human health or the
environment (including, without limitation, ambient air, surface water,
groundwater, land surface or subsurface strata), including, without limitation,
laws and regulations relating to emissions, discharges, releases or threatened
releases of Materials of Environmental Concern, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Materials of Environmental Concern.

"Equity Interest" of any Person means any share, interest, participation or
other equivalent (however designated) in such Person's equity, and shall in any
event include any Capital Stock issued by, or partnership interest in, such
Person.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

"ERISA Affiliate" means, with respect to the Company or any of its
Subsidiaries, any Person (or any trade or business, whether or not incorporated)
that is under common control with the Company or such Subsidiary within the
meaning of Section 414 of the Internal Revenue Code.

"Eurodollar Advance" means an Advance which bears interest at the
Eurodollar Rate for a particular Interest Period.

"Eurodollar Base Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the rate determined by the Administrative Agent to be
the rate at which deposits in U.S. dollars are offered by the Administrative
Agent to first-class banks in the interbank Eurodollar market at approximately
11 a.m. (New York time) two (2) Business Days prior to the first day of such
Interest Period, in the approximate amount of the relevant Eurodollar Loan
requested hereunder and having a maturity approximately equal to such Interest
Period.

"Eurodollar Loan" means a Loan, or portion thereof, which bears Interest at
the Eurodollar Rate for a particular Interest Period.

"Eurodollar Rate" means, with respect to a Eurodollar Loan or Eurodollar
Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the
Eurodollar Base Rate applicable to that Interest Period, divided by (b) one
minus the Reserve Requirement (expressed as a decimal) applicable to that
Interest Period, plus (ii) the Applicable Margin. The Eurodollar Rate shall be
rounded, if necessary, to the next higher 1/100 of 1%.

"Excess Cash Flow" means, for the period commencing January 1, 1997 and
ending December 31, 1997 and thereafter for any fiscal year of the Company, a
positive amount, if any, equal to (i) Operating Cash Flow, PLUS (or minus) (ii)
decreases (or increases) in Working Capital from the first day of such period to
the last day of such period MINUS (iii) the sum of (without duplication)
(A) scheduled principal payments made pursuant to scheduled commitment
reductions of the Revolving Loan Commitments with respect to the Revolving Loans
during such period, scheduled amortization during such period of the principal
portion of the Term A Loans and Term B Loans and other Indebtedness of the
Company and its Subsidiaries, (B) Cash Interest Expense and any other fees and
expenses paid in cash under the Loan Documents, (C) income and franchise taxes
paid or payable in cash during such period (other than taxes on amounts
recognized in connection with a sale or other Disposition made by the Company or
any of its Subsidiaries), (D) Capital Expenditures (to the extent permitted by

Sections 6.18(b) through (d)) to the extent paid in cash, (E) payments made to
the Parent which are applied by the Parent to Permitted Stock Repurchases to the
extent permitted by Section 6.10(i) and (F) Restricted Payments paid in cash (to
the extent made pursuant to the terms of Section 6.10(iv)), all calculated for
such fiscal year for the Company and its Subsidiaries on a consolidated basis in
accordance with Agreement Accounting Principles consistently applied.

"Excluded Subsidiary" means each of Jacor National Corp., a Delaware
corporation, WIBX Incorporated, a New York corporation, Marathon Communications,
Inc., a New York corporation, Nobro, FMI Pennsylvania, Inc., GACC-N26LB, Inc.,
GACC-340, Inc., Settlement Development, Inc., ▇▇▇▇-TCI Satellite Services, Inc.,
Great American Television Productions, Inc., Cine Films Inc., Turp Co., Cine
Guarantors, Inc., Cine Guarantors II, Inc., Cine Guarantors II, Ltd., Cine Movil
S.A.Del O.V., Cine Mobile Systems Int'l N.V., Great American Merchandising
Group, Inc., Location Productions, Inc., Location Productions II, Inc., Cine
Artists Pictures Corp., Aces High Picture Corp., To The Devil A Daughter Picture
Corp., Echoes of Summer Co., Inc., Dreamer Productions, Inc., The ▇▇ ▇▇▇▇▇▇▇
Company Agency, Inc., River Niger Picture Corp., VTTV Productions, Noble
Broadcast Center, Inc., Sports Radio Broadcasting, Inc. and Jacor Broadcasting
of Idaho, an Idaho corporation.

"Excluded Television Station Sales" is defined in Section 6.13(f).

"Existing Radio Expenditure Maximum" is defined in Section 6.18(b).

"Fair Market Value" and "fair market value" means, with respect to any
assets or property, the amount at which such assets or property would change
hands between a willing buyer and a willing seller, within a commercially
reasonable time, each having reasonable knowledge of the relevant facts, neither
being under a compulsion to sell or buy, as such amount is determined by (i) the
board of directors of the Company acting in good faith or (ii) an appraisal or
valuation firm of national or regional standing selected by the Company, with
experience in the appraisal or valuation of properties or assets of the type for
which Fair Market Value is being determined.

"FCC" means the Federal Communications Commission or any other regulatory
body which succeeds to the functions of the Federal Communications Commission.

"FCC Broadcast Station License" means a broadcast station license or series
of licenses issued by the FCC for the dissemination of radio or television
communications intended to be received by the public.

"Federal Bankruptcy Code" means Title 11 of the United States Code entitled
"Bankruptcy", as amended from time to time, and any successor statute or
statutes.

"Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average
of the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day, provided that (i) if the day for which such rate is to be determined is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if such rate is not so published for any day,
the Federal Funds Rate for such day shall be the average rate charged to The
Chase Manhattan Bank and

Bank of America Illinois on such day on such transactions as determined by the
Administrative Agent in its discretion.

"Fee Letters" means one or more fee letters entered into between or among
the Parent and/or the Company on the one hand, and the Administrative Agent, the
Documentation Agent and/or the Syndication Agent on the other hand.

"Fixed Charges" means, for any fiscal period of the Company, an amount
equal to the sum of, without duplication, (i) Cash Interest Expense for such
period, PLUS (ii) principal payments due pursuant to (A) scheduled commitment
reductions of the Revolving Loan Commitments during such period on the Revolving
Loans and (B) scheduled amortization during such period of the principal portion
of the Term A Loans and the Term B Loans and (C) scheduled amortization during
such period of the principal portion of other Indebtedness of the Company and
its Subsidiaries, PLUS (iii) the principal component of all rents accrued during
such period in connection with Capitalized Leases under which the Company or any
of its Subsidiaries is the lessee, PLUS (iv) income and franchise taxes paid or
payable in cash during such period (other than taxes on amounts recognized in
connection with Dispositions made by the Company or any of its subsidiaries)
PLUS (v) all cash Capital Expenditures (other than those permitted under
Section 6.18(a)) made or required to be made during such period.

"Floating Rate" means a rate per annum equal to (i) the Base Rate plus (ii)
the Applicable Margin, in each case changing when and as the Base Rate and/or
the Applicable Margin changes.

"Floating Rate Advance" means an Advance which bears interest at the
Floating Rate.

"Floating Rate Loan" means a Loan, or portion thereof, which bears interest
at the Floating Rate.

"FTC" means the Federal Trade Commission or any other regulatory body which
succeeds to the functions of the Federal Trade Commission.

"Generally Accepted Accounting Principles" means United States generally
accepted principles of accounting as in effect as of the date of determination.

"Governmental Authority" means any nation, state, sovereign, or government,
any federal, regional, state, local or political subdivision and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

"Guaranty" of a Person means any agreement by which such Person assumes,
guarantees, endorses, contingently agrees to purchase or provide funds for the
payment of, or otherwise becomes liable upon, any Indebtedness, lease, dividend
or other obligation of any other Person in any manner, whether directly or
indirectly and whether such obligation is contingent or absolute, or agrees to
maintain the net worth or working capital or other financial condition of any
other Person or otherwise assures any creditor of such other Person against
loss, including, without limitation, any comfort letter, operating agreement or
take-or-pay contract to such effect, all obligations of such Person for the
liabilities or obligations of another under any Joint Sales Agreement, any Local
Marketing Agreement and the Mexican Sales Agency Agreement and the actual or
contingent liability of such Person in connection with any application for or
the issuance of any letter of credit, but shall exclude the endorsement of
instruments for deposit or collection in the ordinary course of business.

"▇▇▇▇▇-▇▇▇▇▇▇▇ Escrow Account" means the escrow account/holdback account
established when Citicasters Inc. sold assets known as the ▇▇▇▇▇-▇▇▇▇▇▇▇ assets
to HB Entertainment Co., which account has been terminated and from which
$13,240,000 has been disbursed to the Company according to the terms of the
escrow agreement relating thereto.

"Hedged Amount" is defined in Section 6.22(a).

"HSR Approvals" is defined in Section 4.2(f).

"Indebtedness" of a Person means, without duplication, such Person's
(i) liabilities and obligations for borrowed money, (ii) liabilities and
obligations representing the deferred purchase price of property or services
other than accounts payable arising in the ordinary course of such Person's
business payable on terms customary in the trade, (iii) liabilities and payment
obligations (contingent or otherwise), whether or not assumed, which are secured
by Liens or payable out of the proceeds or production from property now or
hereafter owned or acquired by such Person, (iv) liabilities and obligations
which are evidenced by bonds, notes, debentures, banker's acceptances or similar
instruments issued or accepted by banks, or other instruments evidencing
indebtedness, (v) liabilities and obligations relating to Capitalized Lease
Obligations, (vi) payment obligations (contingent or otherwise) arising under
Non-Compete Agreements, (vii) payment obligations arising under agreements to
repurchase securities (but only when such obligations become due or during any
period during which the security holder has the right to cause such payment to
become due), (viii) all liabilities and obligations of such Person in respect of
letters of credit and, without duplication, all unreimbursed amounts drawn
thereunder, (ix) all payment obligations of such Person under any terminated
agreements with respect to Interest Swap and Hedging Obligations, (x) without
duplication, any Guaranty of any of the foregoing obligations described in the
foregoing clauses (i) through (ix) and all liabilities and obligations of others
described in the foregoing clauses (i) through (ix) that are otherwise such
Person's legal liability or which are secured by any assets or property of such
Person and all obligations to purchase, redeem or acquire any Equity Interests
and (xi) all Disqualified Capital Stock of such Person (valued at the greater of
its voluntary or involuntary maximum fixed repurchase price plus accrued and
unpaid dividends). For purposes hereof, the "maximum fixed repurchase price" of
any Disqualified Capital Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital
Stock as if such Disqualified Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Agreement, and
if such price is based upon, or measured by, the Fair Market Value of such
Disqualified Capital Stock, such Fair Market Value shall be determined in good
faith by the board of directors of the issuer (or managing general partner of
the issuer) of such Disqualified Capital Stock.

"Intercompany Acquisition Loan" means a loan made by the Company to any of
its Subsidiaries, which loan is made by the Company for the purpose of funding
(and the proceeds thereof have been applied to fund) a Permitted Acquisition by
such Subsidiary.

"Intercompany Acquisition Note" means one or more intercompany acquisition
demand notes, a first amended and restated intercompany acquisition demand note
and a second amended and restated intercompany demand acquisition note, each in
substantially the form of Exhibits G-1 and G-2 hereto, respectively, and duly
completed, executed and delivered by any Subsidiary of the Company to evidence
Intercompany Acquisition Loans made to such Subsidiary, as the same may be
amended, modified, supplemented, restated or replaced from time to time in
conformity with the terms of this Agreement and in effect from time to time.

"Intercompany Demand Note" means one or more intercompany demand notes, a
first amended and restated intercompany demand note, a second consolidated
amended and restated intercompany demand note and a third consolidated amended
and restated intercompany demand note, each in substantially the form of Exhibit
▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit H-3 hereto, respectively, and duly completed,
executed and delivered by each of the Subsidiaries of the Company (other than
the Excluded Subsidiaries), as the same may be amended, modified, supplemented,
restated or replaced from time to time in conformity with the terms of this
Agreement and in effect from time to time.

"Intercompany Security Agreement" means the third amended and restated
intercompany security agreement and financing statement in substantially the
form of Exhibit I hereto, as duly completed, executed and delivered by the
Company and each of the Subsidiaries of the Company (other than the Excluded
Subsidiaries), as the same may be amended, modified, supplemented or restated
from time to time in conformity with the terms of this Agreement and in effect
from time to time.

"Interest Period" is defined in Section 2.7(a).

"Interest Rate Hedge Provider" means any Lender (or any Affiliate thereof)
that provides an interest rate protection agreement to the Company pursuant to
Section 6.22 and that executes and delivers an agency agreement, in form and
substance satisfactory to the Administrative Agent.

"Interest Swap and Hedging Obligations" means any obligation of any Person
pursuant to any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate exchange agreement, currency
exchange agreement or any other agreement or arrangement designed to protect
against fluctuations in interest rates or currency values, including, without
limitation, any arrangement whereby, directly or indirectly, such Person is
entitled to receive from time to time periodic payments calculated by applying
either a fixed or floating rate of interest on a stated notional amount in
exchange for periodic payments made by such Person calculated by applying a
fixed or floating rate of interest on the same notional amount.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor statute.

"Investment" of a Person means any loan, advance, extension of credit
(including the purchase of property from another Person subject to an
understanding or agreement, contingent or otherwise, to resell such property to
such other Person) or any commitment to make any such advance, loan or extension
of credit (excluding accounts receivable arising in the ordinary course of
business on terms customary in the trade), deposit account or contribution of
capital by such Person to any other Person or any investment in, or purchase or
other acquisition (whether by purchase, merger, consolidation or otherwise) of,
the stock, notes, bonds, debentures or other securities, including options and
warrants, of, any partnership interest in, or any other ownership interest in,
or any agreement to make any such acquisition of, any other Person made by such
Person (whether for cash, property, services, securities or otherwise).

"IR" means Inmobiliaria Radial, S.A. de C.V., a company incorporated under
the laws of the United Mexican States.

"Issue" means, with respect to any Letter of Credit, to issue or to extend
the expiry of, or to renew or increase the amount of, such Letter of Credit; and
the terms "Issued," "Issuing" and "Issuance" have corresponding meanings.

"Issuing Bank" means any of The Chase Manhattan Bank, Banque Paribas or
Bank of America in its capacity as issuer of one or more Letters of Credit
hereunder.

"Joint Sales Agreement" means an agreement between (or assigned to) the
Company or one of its Subsidiaries and the holder of an FCC Broadcast Station
License (which holder is not the Parent, the Company, any of its Subsidiaries or
an Affiliate of any of them) pursuant to which the Company or such Subsidiary
(i) arranges to purchase advertising time for a fee from the radio station owned
by such holder of such FCC Broadcast Station License, with such advertising time
to be resold by the Company or any such Subsidiary, (ii) provides or furnishes
such resold advertising time to be broadcast by such radio station and (iii)
does not supply programming material to such radio station.

"L/C Amendment Application" means an application form for amendment of
outstanding Letters of Credit as shall at any time be in use at the applicable
Issuing Bank, as such Issuing Bank shall request.

"L/C Application" means an application form for issuance of standby letters
of credit, as appropriate, as shall at any time be in use at the applicable
Issuing Bank, as such Issuing Bank shall request.

"L/C Obligations" means at any time the sum of (a) the aggregate undrawn
amount of all Letters of Credit then outstanding, PLUS (b) the aggregate amount
of all unreimbursed drawings under all Letters of Credit.

"L/C Related Documents" means the Letters of Credit, the L/C Applications,
the L/C Amendment Applications and any other document relating to any Letter of
Credit, including any of the applicable Issuing Bank's standard form documents
for standby letter of credit issuances, as appropriate.

"Lenders" means the banks and other Persons, other than the Company, the
Administrative Agent (in its capacity as Administrative Agent), the
Documentation Agent (in its capacity as Documentation Agent) and the Syndication
Agent (in its capacity as Syndication Agent), listed on the signature pages of
this Agreement and such of their respective permitted successors and assigns as
may be parties to any Notice of Assignment executed pursuant to Section 12.3.

"Lending Office" means any office, branch, subsidiary or affiliate of any
Lender or the Administrative Agent.

"Letter of Credit" means each standby letter of credit Issued by an Issuing
Bank pursuant to Section 2.20.

"Leverage Ratio" means, at any time of determination, the ratio of (i)
Total Debt as at the date of such determination to (ii) Operating Cash Flow for
the four consecutive fiscal quarters then most recently ended (unless otherwise
specified herein), all calculated for the Company and its Subsidiaries on a
consolidated basis in accordance with Agreement Accounting Principles
consistently applied.

"License" is defined in Section 7.14.

"Lien" means any security interest, mortgage, pledge, lien (statutory or
other), claim, charge, encumbrance, conditional sale or title retention
agreement, lessor's interest under a Capitalized Lease or analogous instrument,
or preference, privilege or priority (other than a priority of payment) in, of
or on any Person's assets or properties in favor of any other Person or the
filing of any financing statement or similar instrument under the Uniform
Commercial Code or comparable law of any jurisdiction, domestic or foreign,
other than financing statements which have lapsed or for which duly executed
termination statements have been delivered to the Administrative Agent.

"Liquid Yield Option Note Documents" means the Liquid Yield Option Note
Indenture, the Liquid Yield Option Notes and all other instruments, documents
and agreements executed in connection therewith, as the same may be amended,
restated, supplemented or otherwise modified in accordance with the Parent
Guaranty.

"Liquid Yield Option Note Indenture" means the indenture dated as of
June 12, 1996 between the Parent and The Bank of New York, as trustee.

"Liquid Yield Option Notes" means the Liquid Yield Option Notes due 2011
issued by the Parent pursuant to the Liquid Yield Option Note Indenture.

"Loan Documents" means this Agreement, the Effectiveness Agreement, each
document required to be delivered under Section 7(a) of the Effectiveness
Agreement, each Letter of Credit, each L/C Related Document, the Collateral
Documents, each Rate Hedging Agreement, each Intercompany Demand Note, each
Intercompany Acquisition Note, the Fee Letters, and all other notes,
instruments, documentation and agreements required hereunder or thereunder or
executed and/or delivered by the Parent, the Company or any of its Subsidiaries
to the Administrative Agent, any other Agent, any Issuing Bank or any Lender in
connection herewith or therewith, as the same may be amended, restated,
supplemented or otherwise modified from time to time.

"Loans" means, collectively, the Revolving Loans, the Term A Loans and the
Term B Loans.

"Local Marketing Agreement" means, with respect to any radio station, an
agreement (including any time brokerage agreement) between (or assigned to) the
Company or one of its Subsidiaries and the holder or sublicensee of the FCC
Broadcast Station License relating to such radio station (which holder is not
the Parent, the Company, any of its Subsidiaries or an Affiliate of any of
them), pursuant to which the Company or such Subsidiary, subject to the control
of such holder of such FCC Broadcast Station License, and for the payment of a
fee to such holder of such FCC Broadcast Station License, (i) arranges to sell
air time for such radio station, and (ii) supplies personnel and programming
material to such radio station.

"Margin Regulations" means the collective reference to Regulation G,
Regulation T, Regulation U and Regulation X of the Board of Governors of the
Federal Reserve System from time to time in effect and shall include any
successor or other regulations or official interpretations of said Board of
Governors relating to the extension of credit or incurrence of indebtedness for
the purpose of purchasing or carrying margin stocks.

"Materials of Environmental Concern" means pollutants, contaminants,
wastes, any substance regulated as hazardous, toxic or radioactive, petroleum
and petroleum products, by-products and fractions, and radon gas.

"Mexican Assignment Agreement" means, in respect of the Mexican Sales
Agency Agreement, the assignment agreement, substantially the form of
Exhibit B-1 hereto, providing for the assignment by the Company and certain of
its Subsidiaries of all of their right, title and interest in the Mexican Sales
Agency Agreement, in favor of the Administrative Agent for the ratable benefit
of the Lenders, as duly completed, executed and delivered to the Administrative
Agent by the Company and such Subsidiaries, as the same may be amended,
modified, supplemented or restated and in effect from time to time.

"Mexican Concession" means concession titles granted by the Ministry of
Communications and Transportation of Mexico and permits from the Ministry of the
Interior of Mexico.

"Mexican Documents" means the collective reference to the Mexican Guaranty,
the Asset Purchase Agreement between Xetra Comunicaciones, S.A. de C.V. and
Radiodifursora del ▇▇▇▇▇▇▇▇, ▇.▇. with respect to the purchase of the operating
assets of XETRA AM and XETRA FM and the Mexican Concession and the Mexican Sales
Agency Agreement.

"Mexican Guaranty" means that certain joint and several Mexican Guaranty by
Conseco, Inc., an Indiana corporation, and ▇▇▇▇ ▇▇▇▇▇ in favor of the Company,
pursuant to which each of the "Guarantors" (as defined therein) agreed, subject
to the terms thereof, to pay the Company certain amounts upon the occurrence of
certain events.

"Mexican Sales Agency Agreement" means the Exclusive Promotional,
Programming and Sales Agreement dated as of June 1, 1996 between Xetra
Comunicaciones, S.A. de C.V. and Jacor Broadcasting of San Diego, Inc.,
including an amendment dated September 18, 1996, and any amendment thereto or
replacement thereof (such amendment or replacement, as the case may be, to be in
form and substance satisfactory to the Administrative Agent).

"Mortgages" means, collectively, the Company Mortgages and the Subsidiary
Mortgages.

"Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Parent, the Company,
any of its Subsidiaries or any ERISA Affiliate is a party and to which more than
one employer is obligated to make contributions.

"Net Cash Proceeds" is defined in Section 2.8(b)(i).

"Net Non-broadcast Proceeds" is defined in Section 2.8(b)(ii).

"New Radio Expenditure Maximum" is defined in Section 6.18(c).

"New Station" is defined in Section 6.18(c).

"New Station Capex Increase" means, with respect to any fiscal year after
the fiscal year in which a New Station is acquired, the product of (i) $200,000
MULTIPLIED BY (ii) the number of New Stations acquired prior to such fiscal year
(it being understood that multiple New Stations using a single facility shall be
deemed a single New Station for the purposes hereof).

"New World Escrow Account" means the escrow account of $500,000 established
in connection with the sale by Citicasters Inc. of Television Stations to
entities affiliated with New World Communications Group Incorporated in 1994.

"News Corp. Warrants" means a warrant to purchase 7,250,000 shares of
certain News Corporation Limited Preferred Stock at a price per share of $11.03,
subject to adjustment as provided therein.

"Noble" means Noble Broadcast Group, Inc., a Delaware corporation.

"Noble Documents" shall have the meaning assigned to such term in this
Agreement immediately prior to the Effectiveness Date.

"Noble Transactions" means all of the transactions contemplated by the
Noble Documents.

"Nobro" means Nobro, S.A. de C.V., a Mexican corporation.

"Non-broadcast Assets" means the collective reference to (i) the News Corp.
Warrants, (ii) amounts maintained in the ▇▇▇▇▇-▇▇▇▇▇▇▇ Escrow Account or the New
World Escrow Account, (iii) the assets constituting the investment in
Australia's Wonderland and (iv) up to $5,000,000 in the aggregate of incidental
assets acquired from time to time in connection with the Permitted Acquisition
of a business engaged primarily in radio or television broadcasting or any
materially related business which are not necessary for or useful to the
operation of the business or property so acquired.

"Non-broadcast Proceeds Application Period" means, with respect to any
Permitted Non-broadcast Proceeds Application, a period of up to 450 days from
the date of any sale, transfer or other disposition of any Non-broadcast Asset
by the Parent, the Company or any of its Subsidiaries.

"Non-broadcast Revolver Reserve" is defined in Section 2.8(b)(ii).

"Non-Compete Agreement" means any agreement under which the Company or any
of its Subsidiaries agrees to pay money to Persons in exchange for agreements
from such Persons to refrain from competing with the Company or any of its
Subsidiaries in a certain line of business in a specific geographical area for a
certain time period, but shall not include any employment agreement which
contains a noncompete clause with respect to which no payment or other
consideration from the Company or any of its Subsidiaries is or will at any time
be due and owing, payable or otherwise contemplated or required.

"Notice of Assignment" is defined in Section 12.3.1.

"Obligations" means all unpaid principal of and accrued and unpaid interest
on the Loans, all accrued and unpaid fees and all other obligations, liabilities
and indebtedness of every kind, nature and description of the Parent, the
Company and/or its Subsidiaries to the Lenders or to any Lender, the
Administrative Agent, any Interest Rate Hedge Provider, any other Agent, any
Issuing Bank or any other Person from time to time arising under the Loan
Documents whether direct or indirect, primary or secondary, joint or several,
absolute or contingent, due or to become due, now existing or hereafter arising
and however acquired including, without limitation, all amounts accrued on or
after the institution of any proceeding for relief under the Federal Bankruptcy
Code.

"Operating Cash Flow" means, with respect to the Company and its
consolidated Subsidiaries, for any period of calculation, the remainder of (A)
Broadcast Cash Flow MINUS (B) those expenses classified as corporate general and
administrative expenses for such period in the profit and loss

statements delivered pursuant to Sections 6.1(a) and 6.1(b), all calculated for
the Company and its Subsidiaries on a consolidated basis in accordance with
Agreement Accounting Principles consistently applied. For purposes of
determining the Leverage Ratio and the Senior Leverage Ratio hereunder, unless
otherwise agreed to by the Required Lenders and the Company, (i) in the case of
any Subsidiary or Radio Station acquired by the Company or any Subsidiary during
any period of calculation, Operating Cash Flow shall be adjusted to give effect
to such acquisition, as if such acquisition occurred on the first day of such
period, by increasing, if positive, or decreasing, if negative, Operating Cash
Flow by the Operating Cash Flow of such newly acquired Subsidiary or derived
from such Radio Station during such period prior to the date of such acquisition
on a combined PRO FORMA basis (as adjusted to eliminate costs which would be
nonrecurring expense items after giving effect to such acquisition, PROVIDED
such adjustments shall be specified in reasonable detail in a certificate
executed by an Authorized Officer of the Company), and (ii) in the case of any
Subsidiary or Radio Station sold, transferred or otherwise disposed of by the
Company or any Subsidiary during any period of calculation, Operating Cash Flow
shall be adjusted to give effect to such sale, transfer or other disposition, as
if such sale, transfer or other disposition occurred on the first day of such
period, by decreasing, if positive, or increasing, if negative, Operating Cash
Flow by the Operating Cash Flow of such Subsidiary or derived from such Radio
Station during such period prior to the date of such sale, transfer or other
disposition.

"Original Closing Date" means September 18, 1996.

"Original Effective Date" means June 12, 1996.

"Parent" means Jacor Communications, Inc., a Delaware corporation, and its
successors and assigns.

"Parent Account" means a deposit account of the Parent maintained by the
Parent in the State of Illinois (or such other state as agreed to by the
Agents).

"Parent Account Assignment" means the assignment agreements in respect of
the Parent Account, as duly completed, executed and delivered to the
Administrative Agent on the Original Closing Date, as the same may be amended or
modified from time to time.

"Parent Contribution Documents" means all instruments, agreements and other
documents executed and/or delivered in connection with the Annual Capital
Contribution, in each case as delivered to the Agents on or prior to the
Original Closing Date and as each may be amended, restated, supplemented or
otherwise modified in accordance with Section 6.25.

"Parent Guaranty" means the parent guaranty in substantially the form of
Exhibit J-2 hereto, as duly completed, executed and delivered to the
Administrative Agent by the Parent, as the same may be amended or modified and
in effect from time to time.

"Parent Plan" means a Plan that is sponsored, maintained, or contributed
to, by the Parent or any of its Subsidiaries, or to which the Parent or any of
its Subsidiaries has an obligation to contribute, for employees of the Parent or
any of its Subsidiaries.

"Parent Pledge Agreement" means the parent pledge agreement in
substantially the form of Exhibit D-5 hereto, as duly completed, executed and
delivered to the Administrative Agent by the Parent, as the same may be amended
or modified and in effect from time to time.

"Participants" is defined in Section 12.2.1.

"PBGC" means the Pension Benefit Guaranty Corporation and its successors
and assigns.

"Permitted Acquisition" means, collectively, (i) the Acquisitions set forth
on Schedule 1.2 hereto, in each case consummated on substantially the terms
contemplated by the information delivered to the Lenders in respect of such
Acquisitions prior to Effectiveness Date, and Investments acquired by the
Company or any of its Subsidiaries prior to the Effectiveness Date, (ii) an
Acquisition by the Company or any of its Subsidiaries of a business engaged
primarily in radio or television broadcasting made using within 180 days after
receipt thereof any portion of the Net Cash Proceeds in respect of any
disposition permitted under Section 6.13 of a business engaged primarily in
radio or television broadcasting or of any Net Non-broadcast Proceeds, in each
case received after the Effectiveness Date by the Company or any of its
Subsidiaries, and (iii) at any time of determination, any other Acquisition by
the Company or any of its Subsidiaries (a) of a business engaged primarily in
radio or television broadcasting or any materially related business, or
(b) constituting a Television Swap Acquisition or a Radio Swap Acquisition, in
each case with respect to which each of the following requirements is then met:

(a) Such Acquisition shall have been approved by the board of
directors of the entity to be acquired or, if such entity is in bankruptcy, by
the bankruptcy court having jurisdiction over the estate and the Parent, the
Company and its Subsidiaries, as the case may be, shall have made all
applications, filings and registrations with, and obtained all necessary
approvals, orders, authorizations, licenses, certificates and permits from, the
FCC and other federal, state and local regulatory or governmental bodies or
authorities that are or may be required in connection with the consummation of
such Acquisition, provided that the time for appeal or reconsideration of any
such approval, order, authorization, license, certificate or permit need not
have expired or lapsed in order to satisfy this condition (a).

(b) If such Acquisition is, or is part of a series of related
Acquisitions, for an Amount in excess of $15,000,000, the Company shall have
furnished to the Administrative Agent for distribution to each Lender (i) except
with respect to any Acquisition set forth on Schedule 1.2, as soon as
practicable following the execution of a definitive acquisition agreement, an
Acquisition Certificate containing Acquisition Pro Formas showing the proposed
Acquisition and each other Acquisition for which a definitive agreement has been
executed at the time of delivery of such Acquisition Certificate and (ii) on the
closing date for such Acquisition (or as soon prior to such date as
practicable), an Acquisition Certificate containing Acquisition Pro Formas
showing solely the proposed Acquisition. If such Acquisition is, or is part of
a series of related Acquisitions, for consideration in excess of $75,000,000,
the Company shall have furnished to the Administrative Agent for distribution to
each Lender copies of the acquisition agreement for such Acquisition and all
material related documentation as soon as practicable prior to the consummation
of such Acquisition.

(c) Solely in the case of an Acquisition described in clause (iii)
above, the conditions set forth in any one of the following clauses (1), (2) or
(3) shall have been satisfied:

(1) the Amount of such Acquisition, when aggregated with all other
Permitted Acquisitions consummated after the Effectiveness Date (other than
the Permitted Acquisitions set forth in subclauses (i) and (ii) above of
this definition) shall not exceed the sum of (A) $150,000,000 PLUS (B) the
aggregate net cash proceeds received by the Parent from the issuance of its
common stock after the Effectiveness Date to the extent such proceeds are

contributed to the capital of the Company for the purpose of making any
such Acquisition plus, without duplication, the aggregate value of common
stock of the Parent constituting consideration used by the Parent, the
Company or any of its Subsidiaries in any such Acquisition (for purposes of
calculating compliance with this clause (1) and the aggregate Amount of
Acquisitions under clause (i) of the definition of "Acquisition
Certificate" in this Agreement, the value of each exchange included in any
Television Swap Acquisition or any Radio Swap Acquisition shall be deemed
to be the portion, if any, of the consideration paid by the Company or any
of its Subsidiaries in such exchange in cash or consideration other than
radio properties or television stations),

(2) as of the last day of the most recent twelve-month period for
which financial statements have been delivered pursuant to Section 6.1, the
Leverage Ratio would be less than 5.5 to 1.00 and the Senior Leverage Ratio
would be less than 4.00 to 1.00, in each case on a PRO FORMA basis as
determined based upon the Acquisition Pro Formas contained in the
Acquisition Certificate in which the Company shall have certified as to
satisfaction of the conditions set forth in this clause (2) (or, if no
Acquisition Certificate is required in connection with such Acquisition, as
determined on the same basis as would be required for Acquisition Pro
Formas in the Acquisition Certificate that would be delivered on the
closing date for such Acquisition if Acquisition Certificates were
required), or

(3) the Required Lenders shall have given an initial written consent
to such Acquisition after their receipt of initial draft documentation and
Acquisition Pro Formas relating to such Acquisition and, if such draft
documentation or Acquisition Pro Formas shall change in any material
adverse respect prior to the consummation of such Acquisition, the Required
Lenders shall have given their written consent to such changes, provided
that each Lender agrees to use its reasonable best efforts to respond to a
Permitted Acquisition for which its consent is required under this
clause (c) within seven Business Days of its receipt of initial
documentation conforming to the requirements hereof and Acquisition Pro
Formas pursuant to (b) above and to respond to any subsequent revisions
thereto within three Business Days of its receipt thereof.

(d) The Company, such Subsidiary and/or the entity to be acquired, as
appropriate, shall have executed and delivered and furnished to the
Administrative Agent and the Lenders, concurrently with, but in any event within
two Business Days after, the consummation of such Acquisition, such documents as
shall be required pursuant to Section 2.17 and, if such Acquisition is to be
consummated by a Subsidiary, such Subsidiary shall have executed and delivered
to the Company an Intercompany Acquisition Note in a principal amount equal to
the amount, if any, of any Intercompany Acquisition Loan made by the Company to
such Subsidiary to fund such Acquisition, and such Intercompany Acquisition Note
shall have been duly pledged by the Company to the Administrative Agent for the
benefit of the Lenders, the Issuing Banks and the Interest Rate Hedge Providers
pursuant to the Company Pledge Agreement.

(e) Prior to and after giving effect to such Acquisition, no Default
or Unmatured Default exists or will exist.

(f) In the case of an Acquisition of a business engaged primarily in
television broadcasting (other than a Television Swap Acquisition), such
Acquisition would not on a PRO FORMA basis cause Broadcast Cash Flow
attributable to all television stations then owned by the Company and its
Subsidiaries to exceed 35% of all Broadcast Cash Flow of the Company and its
Subsidiaries on a

consolidated basis for the most recent twelve-month period for which financial
statements have been delivered pursuant to Section 6.1, as determined based upon
the Acquisition Pro Formas contained in the Acquisition Certificate in which the
Company shall have certified as to satisfaction of the conditions set forth in
this paragraph (f) (or, if no Acquisition Certificate is required in connection
with such Acquisition, as determined on the same basis as would be required for
Acquisition Pro Formas in the Acquisition Certificate that would be delivered on
the closing date for such Acquisition if Acquisition Certificates were
required).

(g) After giving effect to such Acquisition, the Company would not be
in violation of any financial covenant contained in Section 6.3 as of the last
day of and for the most recent twelve-month period for which financial
statements have been delivered pursuant to Section 6.1, in each case on a PRO
FORMA basis as determined based upon the acquisition pro formas contained in the
Acquisition Certificate in which the Company shall have certified as to
satisfaction of the conditions set forth in this paragraph (g) (or, if no
Acquisition Certificate is required in connection with such Acquisition, as
determined on the same basis as would be required for Acquisition Pro Formas in
the Acquisition Certificate that would be delivered on the closing date for such
Acquisition if Acquisition Certificates were required).

(h) Except with respect to Acquisitions described in clause (i)
above, to the extent such Acquisition is, or is part of a series of related
Acquisitions, for consideration in excess of $75,000,000, such Acquisition shall
have been approved in writing by the Required Lenders, unless the Leverage Ratio
would be less than 5.5 to 1.00 and the Senior Leverage Ratio would be less than
4.00 to 1.00, in each case on a PRO FORMA basis as determined based upon the
Acquisition Pro Formas contained in the Acquisition Certificate in which the
Company shall have certified as to satisfaction of the conditions set forth in
this paragraph (h).

(i) If such Acquisition is, or is part of a series of related
Acquisitions, for consideration in excess of $75,000,000, the Administrative
Agent and the Lenders shall have received evidence satisfactory to the
Administrative Agent and the Lenders and their respective counsel that the
Parent, the Company and its Subsidiaries, as the case may be, shall have made
all applications, filings and registrations with, and obtained all necessary
approvals, orders, authorizations, licenses, certificates and permits from, the
FCC and other federal, state and local regulatory or governmental bodies or
authorities that are or may be required in connection with the consummation of
such Acquisition, provided that the time for appeal or reconsideration of any
such approval, order, authorization, license, certificate or permit need not
have expired or lapsed in order to satisfy this condition (i).

"Permitted Non-broadcast Proceeds Application" means application of Net
Non-broadcast Proceeds to a Permitted Acquisition (other than notes, bonds,
obligations and securities (other than securities that represent a controlling
interest in the Capital Stock of an entity acquired pursuant to a Permitted
Acquisition)), to Capital Expenditures to the extent permitted under
Sections 6.18(b) through (d) or to other assets of the Company or any of its
Subsidiaries, in each case only to the extent any such assets acquired will
immediately constitute or be a part of a business that in the good faith
judgment of the board of directors of the Company is a materially related
business.

"Permitted Stock Repurchases" means repurchases by the Parent of the
Parent's stock which do not exceed, on an aggregate basis during the period
commencing on the Original Effective Date, an amount up to at any time (a) zero,
if at the time of any such repurchase, the Leverage Ratio would be 5.00 to 1.00
or greater on a PRO FORMA basis as of the last day of and for the most recent
two-quarter

period for which financial statements have been delivered pursuant to
Section 6.1 after giving effect to any dividend or distribution by the Company
related to such proposed repurchase as if declared or made on the first day of
such period, (b) $25,000,000, if at the time of any of such repurchase, the PRO
FORMA Leverage Ratio as so determined for such day and period would be below
5.00 to 1.00 but greater than or equal to 4.00 to 1.00 and (c) $40,000,000, if
at the time of any of such repurchase, the PRO FORMA Leverage Ratio as so
determined for such day and period would be below 4.00 to 1.00.

"Person" means any corporation, natural person, firm, joint venture,
limited liability company, partnership, trust, unincorporated organization,
enterprise or Governmental Authority.

"Plan" means an employee pension benefit plan which is covered by Title IV
of ERISA or subject to the minimum funding standards under Section 412 of the
Internal Revenue Code and which is sponsored or maintained by the Parent, the
Company, any of its Subsidiaries or any ERISA Affiliate for employees of the
Parent, the Company, any of its Subsidiaries or any ERISA Affiliate.

"Proceeds Application Period" means, with respect to any Permitted
Acquisition, a period of up to 275 days from the date of any sale, transfer or
other disposition of any property, asset or business or issuance of any Equity
Interest, in each case as described in Section 2.8(b)(i), which 275-day period
may be extended up to an additional 175 days (the "Extended Period") if the
consummation of such Permitted Acquisition is subject only to the approval of
the FCC and/or the FTC and, prior to the 275th day after any such sale, transfer
or other disposition, the Company or its applicable Subsidiary (a) has received
a duly executed letter of intent with respect to such Permitted Acquisition, and
(b) is diligently proceeding with the preparation of all applications and other
documents necessary to obtain (and at all times during the Extended Period
continues to actively pursue) FCC approval for such Permitted Acquisition.

"Pro Rata Share" means, at any time:

(i) with respect to all payments, computations and determinations
relating to the Term A Loan of any Lender, the percentage obtained by
dividing (A) the outstanding principal balance of such Lender's Term A Loan
by (B) the aggregate outstanding principal balance of the Term A Loans;

(ii) with respect to all payments, computations and determinations
relating to the Term B Loan of any Lender, the percentage obtained by
dividing (A) the outstanding principal balance of such Lender's Term B Loan
by (B) the aggregate outstanding principal balance of the Term B Loans;

(iii) with respect to all payments, computations and determinations
relating to the Revolving Loan Commitment or the Revolving Loans of any
Lender, or such Lender's interest in Letters of Credit (including without
limitation determinations of the commitment fee under Section 2.11(b) and
Letter of Credit fees under Section 2.21), the percentage obtained by
dividing (A) such Lender's Revolving Loan Commitment (or the outstanding
principal balance of such Lender's Revolving Loans and all L/C Obligations
in which such Lender has an interest, if the Revolving Loan Commitments
have been terminated pursuant to the terms of this Agreement) by (B) the
Aggregate Revolving Loan Commitment (or the aggregate outstanding principal
balance of the Revolving Loans and all L/C Obligations, if the Revolving
Loan Commitments have been terminated pursuant to the terms of this
Agreement); and

(iv) for all other purposes with respect to each Lender, the
percentage obtained by dividing (A) the sum of (1) the outstanding
principal balance of such Lender's Term A Loan, (2) the outstanding
principal of such Lender's Term B Loan and (3) such Lender's Revolving Loan
Commitment (or the outstanding principal balance of such Lender's Revolving
Loans and all L/C Obligations in which such Lender has an interest, if the
Revolving Loan Commitments have been terminated pursuant to the terms of
this Agreement) by (B) the sum of (1) the aggregate outstanding principal
balance of the Term A Loans, (2) the aggregate outstanding principal
balance of the Term B Loans and (3) the Aggregate Revolving Loan Commitment
(or the aggregate outstanding principal balance of the Revolving Loans and
all L/C Obligations, if the Revolving Loan Commitments have been terminated
pursuant to the terms of this Agreement).

"Purchasers" is defined in Section 12.3.1.

"Radio Stations" means, collectively, the radio stations and radio network
and any other broadcast radio stations or information services now or hereafter
owned, acquired or operated pursuant to a Joint Sales Agreement, a Local
Marketing Agreement or the Mexican Sales Agency Agreement, as the case may be,
by the Company and one or more of its Subsidiaries or by the Company or one or
more of its Subsidiaries and shall include, without limitation, those stations
set forth on Schedule 5.25(i).

"Radio Swap Acquisition" means an Acquisition pursuant to which the Company
or any of its Subsidiaries acquires a business primarily engaged in radio
broadcasting in exchange in whole or in part for a business primarily engaged in
radio broadcasting.

"Rate Hedging Agreement(s)" means the collective reference to those
interest rate protection agreements entered into by the Company pursuant to
Section 6.22(a) as the same may be amended, modified, supplemented or restated
from time to time.

"Rate Option" means the Eurodollar Rate or the Floating Rate, as the case
may be.

"Receivables" means and shall include all of the Company's and its
Subsidiaries' present and future rights to payment for services rendered or
products sold.

"Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System from time to time in effect and shall include any successor or
other regulation or official interpretation of said Board of Governors relating
to reserve requirements applicable to member banks of the Federal Reserve
System.

"Rentals" of a Person means the aggregate fixed amounts (other than taxes,
insurance, maintenance, utility and other operating expenses) payable by such
Person under any lease of real or personal property having an original term
(including any required renewals or any renewals at the option of the lessor or
lessee, provided, however, that in those cases in which the lessee has the
option to renew the lease, the amount payable pursuant to such lease is counted
only when the lessee exercises its option to renew) of one year or more but does
not include any amounts payable under Capitalized Leases of such Person.

"Reportable Event" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such Section, with respect to a Plan,
excluding, however, such events as to

which the PBGC by regulation has waived the requirement of Section 4043(a) of
ERISA that it be notified within thirty (30) days of the occurrence of such
event, provided that a failure to meet the minimum funding standards of
Section 412 of the Internal Revenue Code and of Section 302 of ERISA shall be a
reportable event regardless of the issuance of any waivers in accordance with
Section 412(d) of the Internal Revenue Code.

"Required Lenders" means Lenders whose Pro Rata Shares, in the aggregate,
are at least 51%.

"Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on eurocurrency
liabilities.

"Restricted Payments" is defined in Section 6.10.

"Revolver Reserve" is defined in Section 2.8(b)(i).

"Revolving Loan Commitment" means, for each Lender, the obligation of such
Lender to make Revolving Loans in an aggregate principal amount at any time not
exceeding the amount set forth opposite its name on Schedule I hereto under the
column titled "Revolving Loan Commitment," as such amount may be modified from
time to time pursuant to the terms of this Agreement.

"Revolving Loan Commitment Reduction Amount" means, for each Revolving Loan
Commitment Reduction Date and subject to Section 2.8(h), the amount set forth
opposite such Revolving Loan Commitment Reduction Date:

Revolving Loan Revolving Loan
Commitment Reduction Date Commitment Reduction Amount
------------------------- ---------------------------

June 12, 1999 $27,500,000
December 12, 1999 $27,500,000
June 12, 2000 $27,500,000
December 12, 2000 $27,500,000
June 12, 2001 $27,500,000
December 12, 2001 $27,500,000
June 12, 2002 $27,500,000
December 12, 2002 $128,750,000
June 12, 2003 $128,750,000

In the event the Aggregate Revolving Loan Commitment is increased pursuant to
Section 8.2(d) or otherwise, the Revolving Loan Commitment Reduction Amount for
each Revolving Loan Commitment Reduction Date occurring after the date of such
increase shall be increased by a pro rata portion of such increase.

"Revolving Loan Commitment Reduction Date" means each of the dates set
forth in the table in the definition of "Revolving Loan Commitment Reduction
Amount".

"Revolving Loan Termination Date" means June 12, 2003 or such earlier date
as the Revolving Loan Commitments of the Lenders shall be terminated pursuant to
the terms of this Agreement.

"Revolving Loans" is defined in Section 2.1(a).

"Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

"Senior Debt" means, at any time of determination and without duplication,
the sum of all Indebtedness of the Company and its Subsidiaries, other than
Subordinated Debt subordinated on terms at least as favorable to the Lenders as
the Senior Subordinated Debt (or on terms otherwise approved by the
Administrative Agent), and the aggregate amount of any due and unpaid interest
thereon.

"Senior Leverage Ratio" means, at any time of determination, the ratio of
(i) Senior Debt as at the date of determination to the extent such indebtedness
as of such date of determination would be classified (or required to be
classified) in whole or in part as a liability in accordance with Agreement
Accounting Principles to (ii) Operating Cash Flow for the four consecutive
fiscal quarters then most recently ended, all calculated for the Company and its
Subsidiaries on a consolidated basis in accordance with Agreement Accounting
Principles consistently applied.

"Senior Subordinated Debt" means all indebtedness represented by the 10-
1/8% Senior Subordinated Notes due 2006 and the 9-3/4% Senior Subordinated Notes
due 2006 issued pursuant to the Senior Subordinated Debt Indentures.

"Senior Subordinated Debt Indentures" means each of (i) the indenture dated
as of June 12, 1996, by and among the Company, the Parent and First Trust of
Illinois, National Association, as Trustee, and (ii) the indenture dated as of
December 17, 1996, by and among the Company, the Parent, certain Subsidiaries of
the Company and The Bank of New York, as trustee.

"Solvent" as to any Person means that (i) the sum of the assets of such
Person, both at a fair valuation and at present fair salable value, will exceed
its liabilities, including contingent liabilities, (ii) such Person will have
sufficient capital with which to conduct its business as presently conducted and
as proposed to be conducted and (iii) such Person has not incurred debts, and
does not intend to incur debts, beyond its ability to pay such debts as they
mature. For purposes of this definition, "debt" means any liability on a claim,
and "claim" means (x) a right to payment, whether or not such right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured, or unsecured, or (y) a right to
an equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured,
or unsecured. With respect to any such contingent liabilities, such liabilities
shall be computed at the amount which, in light of all the facts and
circumstances existing at the time, represents the amount which can reasonably
be expected to become an actual or matured liability.

"Station Broadcast Cash Flow" is defined in Section 6.13(c).

"Subordinated Debt" means the collective reference to (i) Indebtedness of
the Company (a) which by its terms is expressly subject and subordinate to the
Obligations and (b) which is not secured by any assets of the Company or any of
its Subsidiaries, (ii) the Senior Subordinated Debt and (iii) the Citicasters
Subordinated Debt.

"Subsidiary" of any Person means (i) any corporation more than 50% of the
voting securities of which shall at the time be owned or controlled, directly or
indirectly, by such Person and/or by one or more of its Subsidiaries and (ii)
any partnership, association, joint venture or other entity in which such Person
and/or one or more of its Subsidiaries is either a general partner or has a 50%
or more equity interest at the time.

"Subsidiary Guaranty" means the guaranty in substantially the form of
Exhibit J-1 hereto, as duly completed, executed and delivered to the
Administrative Agent by each Subsidiary of the Company (other than the Excluded
Subsidiaries that have not guaranteed any Subordinated Debt), as the same may be
amended or modified and in effect from time to time.

"Subsidiary Mortgages" means, collectively, (i) each fee simple mortgage in
substantially the form of Exhibit C hereto, as duly completed, executed and
delivered to the Administrative Agent by Jacor Broadcasting of Florida, Inc.,
Jacor Broadcasting of Tampa Bay, Inc., Jacor Broadcasting of Atlanta, Inc.,
Jacor Broadcasting of Colorado, Inc., and Jacor Broadcasting Corporation,
covering the real property located in ▇▇▇▇▇ County, Florida, Hillsborough
County, Florida, St. ▇▇▇▇▇ County, Florida, Manatee County, Florida, ▇▇▇▇▇▇
County, Georgia, ▇▇▇▇▇▇▇ County, Colorado, Weld County, Colorado and ▇▇▇▇▇▇
County, Ohio, ▇▇▇▇▇▇▇▇ County, Ohio, respectively, on the Original Closing Date
and (ii) each other fee simple mortgage or deed of trust delivered by a
Subsidiary of the Company pursuant to Section 2.17, as each such mortgage or
deed of trust may be amended, modified, supplemented or restated and in effect
from time to time.

"Subsidiary Pledge Agreements" means, collectively, (i) the subsidiary
primary pledge agreement in the form of Exhibit D-2 hereto, as duly completed,
executed and delivered to the Administrative Agent by Jacor Broadcasting of
Atlanta, Inc., (ii) the subsidiary secondary pledge agreement in the form of
Exhibit D-3 hereto, as duly completed, executed and delivered to the
Administrative Agent by each Subsidiary of the Company, (iii) the subsidiary
first amended and restated secondary pledge agreement in the form of Exhibit D-4
hereto, as duly completed, executed and delivered to the Administrative Agent by
Jacor Broadcasting of Atlanta, Inc. and (iv) each other subsidiary pledge
agreement substantially in the form of Exhibit D-2 or D-3 or D-4 hereto, as the
case may be, as duly completed, executed and delivered by a Subsidiary of the
Company pursuant to Section 2.17, in each case as the same may be amended,
modified, supplemented or restated from time to time.

"Subsidiary Security Agreement" means the security agreement in
substantially the form of Exhibit E-2 hereto, as duly completed, executed and
delivered to the Administrative Agent by each Subsidiary of the Company (other
than the Excluded Subsidiaries), as the same may be amended, modified,
supplemented or restated and in effect from time to time.

"Subsidiary Trademark Agreements" means, collectively, (i) the subsidiary
trademark security agreement in the form of Exhibit N-2 hereto, as duly
completed, executed and delivered to the Administrative Agent by Jacor
Broadcasting of Tampa Bay, Inc. and certain other Subsidiaries of the Company
and (ii) each other subsidiary trademark security agreement substantially in the
form of Exhibit N-2 hereto, as duly completed, executed and delivered by a
Subsidiary of the Company pursuant to Section 2.17, in each case as the same may
be amended, modified, supplemented or restated from time to time.

"Syndication Agent" means Bank of America Illinois in its capacity as
syndication agent for the Lenders pursuant to Article X, and not in its
individual capacity as a Lender, and any successor Syndication Agent appointed
pursuant to Article X.

"Taxes" is defined in Section 3.2.

"Television Station" means any broadcast television station or any business
primarily engaged in television broadcasting owned by the Company or any of its
Subsidiaries as of the Original Closing Date or acquired by the Company or any
of its Subsidiaries after the Original Closing Date and shall include, without
limitation, WKRC in Cincinnati, Ohio.

"Television Swap Acquisition" means an Acquisition pursuant to which the
Company or any of its Subsidiaries acquires a business primarily engaged in
television broadcasting with the intention of immediately (and in any case not
later than 90 days after the date of such Acquisition) conveying such business
to a Person which is not an Affiliate of the Parent, the Company or any of its
Subsidiaries in exchange for a conveyance to the Company or any of its
Subsidiaries of a business primarily engaged in radio broadcasting.

"Term A Loan Commitment" means, for each Lender, the obligation of such
Lender to make a Term A Loan in a principal amount on the Effectiveness Date not
exceeding the amount set forth opposite its name on Schedule I hereto under the
column titled "Term A Loan Commitment", as contemplated by Section 6 of the
Effectiveness Agreement.

"Term A Loan Maturity Date" means June 12, 2003.

"Term A Loans" is defined in Section 2.2(a).

"Term B Loan Commitment" means, for each Lender, the obligation of such
Lender to make a Term B Loan in a principal amount on the Effectiveness Date not
exceeding the amount set forth opposite its name on Schedule I hereto under the
column titled "Term B Loan Commitment", as contemplated by Section 6 of the
Effectiveness Agreement.

"Term B Loan Maturity Date" means, at any date of determination, (i)
June 12, 2004 or (ii) November 15, 2003, if any portion of the Citicasters
Subordinated Debt is outstanding on such date and has not been effectively
defeased.

"Term B Loans" is defined in Section 2.2(b).

"Term Loan Payment Date" means each date set forth in the tables in
Sections 2.2(a)(iii) and 2.2(b)(iii).

"The Chase Manhattan Bank" means The Chase Manhattan Bank in its individual
capacity, and its successors and assigns.

"Total Debt" means, at any time of determination and without duplication,
the sum of the aggregate amount of Indebtedness and Disqualified Capital Stock
of the Company and its Subsidiaries as of such date of determination on a
consolidated basis in accordance with Agreement Accounting Principles and the
aggregate amount of any past due and unpaid interest thereon.

"Tower Lease" means a lease or license at fair market rent of antenna space
on a tower owned by the Company or its Subsidiaries, of space on any such tower
for transmission links, and of building space for equipment relating to the use
of such tower space to transmitters whose use of such space will not interfere
with the use by the Company or any of its Subsidiaries of such tower either
(a) at fair market rent or (b) at no or nominal rent in connection with the
tower used by Q-102 in Cincinnati, Ohio.

"Transactions" is defined in Section 5.2.

"Transferee" is defined in Section 12.4.

"Unfunded Liabilities" means (i) in the case of Plans that are not
Multiemployer Plans, the amount (if any) of unfunded benefit liabilities (as
defined in Section 4001(a)(18) of ERISA), determined as of the then most recent
valuation date for such Plans, and (ii) in the case of Multiemployer Plans, the
withdrawal liability of the Parent, the Company and its Subsidiaries.

"Unmatured Default" means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Default.

"Wholly-Owned Subsidiary" means any Subsidiary all of the outstanding
voting securities and other Equity Interests of which shall at the time be owned
and controlled, directly or indirectly, by the Company and or one or more
Wholly-Owned Subsidiaries.

"Working Capital" means at any time an amount equal to Current Assets minus
Current Liabilities at such time.

"Z/C" means ▇▇▇▇/Chilmark Fund, L.P., a Delaware limited partnership, and
its successors and assigns.

The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms.

Article II

THE CREDITS

Section 2.1 REVOLVING LOANS. (a) From and including the Original Closing
Date to but excluding the Revolving Loan Termination Date, each Lender severally
agrees, on the terms and subject to the conditions set forth in this Agreement,
to make Loans to the Company from time to time (the "Revolving Loans") in an
aggregate amount outstanding at any time not to exceed its Revolving Loan
Commitment minus (i) such Lender's Pro Rata Share of the L/C Obligations at such
time and (ii) such Lender's Pro Rata Share of any Revolver Reserve and any Non-
broadcast Revolver Reserve in effect at such time; PROVIDED that each Lender
with a Revolving Loan Commitment severally agrees, on the terms and subject to
the conditions set forth in this Agreement (including Section 2.8), to make
Revolving Loans in an amount equal to its Pro Rata Share of any Revolver Reserve
and any Non-broadcast Revolver Reserve in effect at such time. The Revolving
Loan Commitment of each Lender shall be automatically and permanently reduced
(i) on each Revolving Loan Commitment Reduction Date in an amount equal to such
Lender's Pro Rata Share of the applicable Revolving Loan Commitment Reduction

Amount for such Revolving Loan Commitment Reduction Date, and (ii) in accordance
with the terms and provisions of Section 2.8(h).

(b) The Revolving Loans of each Lender shall be Floating Rate Loans
or, at the Company's option and subject to the terms hereof, Eurodollar Loans.

(c) Subject to the mandatory repayment obligations of the Company
provided for in this Agreement, the Revolving Loans shall be repaid to the
Lenders in full on the Revolving Loan Termination Date. Within the limits and
subject to the terms and conditions herein set forth, Revolving Loans may be
borrowed, repaid and reborrowed from time to time.

Section 2.2 TERM LOANS. (a) TERM A LOANS. (i) After giving effect to
the transactions contemplated by Section 6 of the Effectiveness Agreement on the
Effectiveness Date, each Lender having a Term A Loan Commitment severally made,
on the terms and subject to the conditions set forth in this Agreement and the
Effectiveness Agreement, a single loan to the Company in the amount of the Term
A Loan Commitment of such Lender (all such loans of all of the Lenders
collectively, the "Term A Loans"). All Term A Loan Commitments expired
simultaneously with the making of the Term A Loans on the Effectiveness Date.

(ii) The Term A Loan of each Lender having a Term A Loan Commitment
shall consist of Floating Rate Loans or, at the Company's option and subject to
the terms hereof, Eurodollar Loans.

(iii) Once repaid, Term A Loans may not be reborrowed. The Term A
Loans shall mature on the Term A Loan Maturity Date and shall be repaid, without
premium or penalty, by the Company, in amounts equal to the installments set
forth below, on each of the Term Loan Payment Dates specified below for each
such installment.

Term A Loan Payment Date Amount of Term A Loan Installment
------------------------ ---------------------------------

December 12, 1997 $8,500,000
June 12, 1998 $8,500,000
December 12, 1998 $10,000,000
June 12, 1999 $10,000,000
December 12, 1999 $13,500,000
June 12, 2000 $13,500,000
December 12, 2000 $18,500,000
June 12, 2001 $18,500,000
December 12, 2001 $23,500,000
June 12, 2002 $23,500,000
December 12, 2002 $26,000,000
June 12, 2003 $26,000,000

(b) TERM B LOANS. (i) After giving effect to the transactions
contemplated by Section 6 of the Effectiveness Agreement on the Effectiveness
Date, each Lender having a Term B Loan Commitment severally made, on the terms
and subject to the conditions set forth in this Agreement and the Effectiveness
Agreement, a single loan to the Company in the amount of the Term B Loan

Commitment of such Lender (all such loans of all of the Lenders collectively,
the "Term B Loans"). All unutilized Term B Loan Commitments expired
simultaneously with the making of the Term B Loans on the Effectiveness Date.

(ii) The Term B Loan of each Lender having a Term B Loan Commitment
shall consist of Floating Rate Loans or, at the Company's option and subject to
the terms hereof, Eurodollar Loans.

(iii) Once repaid, Term B Loans may not be reborrowed. The Term B
Loans shall mature on the Term B Loan Maturity Date and shall be repaid, without
premium or penalty, by the Company, in amounts equal to the installments set
forth below, on each of the Term Loan Payment Dates specified below for each
such installment; provided however, that if the Term B Loan Maturity Date shall
be November 15, 2003 then the entire remaining principal amount of Term B Loans
shall be repaid on November 15, 2003.

Term B Loan Payment Date Amount of Term B Loan Installment
------------------------ ---------------------------------

December 12, 1998 $500,000
June 12, 1999 $500,000
December 12, 1999 $500,000
June 12, 2000 $500,000
December 12, 2000 $500,000
June 12, 2001 $500,000
December 12, 2001 $500,000
June 12, 2002 $500,000
December 12, 2002 $10,000,000
June 12, 2003 $10,000,000
December 12, 2003 $38,000,000
June 12, 2004 $38,000,000

Section 2.3 INTEREST. (a) The Company agrees to pay interest in respect
of the unpaid principal amount of each Floating Rate Loan from the date of the
making or conversion of such Loan until such Loan shall be paid in full at a
rate per annum equal to the Floating Rate, such interest to be computed on the
basis of a 365- or 366-day year, as appropriate.

(b) The Company agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date of the making,
continuation or conversion of such Loan until such Loan shall be paid in full at
a rate per annum which shall be equal to the Eurodollar Rate, such interest to
be computed on the basis of a 360-day year.

(c) In the event that, and for so long as, any Default shall have
occurred and be continuing, the outstanding principal amount of all Loans and,
to the extent permitted by law, overdue interest in respect of all Loans, shall
bear interest at a rate per annum (the "Default Rate") equal to the sum of
2.000% plus the interest rate otherwise applicable hereunder to such principal
amount in effect from time to time.

(d) Interest on each Loan shall accrue from and including the date of
the borrowing thereof to but excluding the date of any repayment thereof
(provided that any Loan borrowed and repaid on the same day shall accrue one
day's interest) and shall be payable (i) in respect of each Floating Rate

Loan, quarterly in arrears on the last day of each March, June, September and
December of each year, commencing on the last day of the first calendar quarter
ending after the Original Closing Date, (ii) in respect of each Eurodollar Loan,
on the last day of each Interest Period applicable to such Loan and, in the case
of an Interest Period of six months, on the date occurring three months from the
first day of such Interest Period and on the last day of such Interest Period,
and (iii) in the case of all Loans, on any prepayment or conversion (on the
amount prepaid or converted), at maturity whether by acceleration or otherwise)
and, after such maturity, on demand.

Section 2.4 APPLICABLE MARGIN. The Applicable Margin shall be determined
based upon the chart below and shall be subject to adjustment (upwards or
downwards, as appropriate) based on the Leverage Ratio at the end of each of the
first three fiscal quarters of each fiscal year of the Company and at the end of
each fiscal year of the Company. The Leverage Ratio shall be determined (i) in
the case of determinations made with respect to the first three fiscal quarters
of the Company's fiscal year, by reference to the monthly financial statements
for the month ending on the last day of such fiscal quarter and the Compliance
Certificate for such fiscal quarter delivered pursuant to Sections 6.1(b) and
6.1(d) and (ii) in the case of determinations made with respect to the last
fiscal quarter of the Company's fiscal year, by reference to the financial
statements and Compliance Certificate delivered by the Company pursuant to
Sections 6.1(a) and 6.1(d), provided that for the purposes of clauses (i) and
(ii) above, for all periods prior to the purchase of all the outstanding common
stock of Noble, all calculations shall be made on a combined PRO FORMA basis
(excluding the radio stations of Noble located in Denver other than, to the
extent applicable, such of those stations which were at the applicable time
subject to a Local Marketing Agreement) as if such common stock had been
purchased on or prior to the first day of such period, all as certified to by an
Authorized Officer of the Company, and attaching to such certificate combined
PRO FORMA financial statements in support of such calculations. The adjustment,
if any, to the Applicable Margin shall be effective commencing on the fifth
Business Day after the delivery of such monthly financial statements (for the
last month of each fiscal quarter of the Company) or annual financial statements
and Compliance Certificate and shall be effective only for the period subsequent
to such date. In the event that the Company shall at any time fail to furnish
to the Lenders the financial statements and Compliance Certificate required to
be delivered pursuant to Section 6.1(a), (b) or (d), the maximum Applicable
Margin shall apply until such time as such financial statements and Compliance
Certificate are so delivered to the Administrative Agent.

Applicable Margin
-------------------------------------------
Revolving Loans/
Term A Loans Term B Loans
-------------------- --------------------
Floating Eurodollar Floating Eurodollar
Leverage Ratio Rate Rate Rate Rate
-------------- -------- ---------- -------- ----------

Greater than or equal to 6.5:1.0 1.000% 2.250% 1.500% 2.750%

Less than 6.5:1.0 but greater 0.750% 2.000% 1.250% 2.500%
than or equal to 6.0:1.0

Less than 6.0:1.0 but greater 0.500% 1.750% 1.250% 2.500%
than or equal to 5.5:1.0

Less than 5.5:1.0 but greater 0.250% 1.500% 1.000% 2.250%
than or equal to 5.0:1.0

Less than 5.0:1.0 but greater 0.000% 1.250% 0.750% 2.000%
than or equal to 4.5:1.0

Less than 4.5:1.0 but greater 0.000% 1.000% 0.750% 2.000%
than or equal to 4.0:1.0

Less than 4.0:1.0 but greater 0.000% 0.750% 0.750% 2.000%
than or equal to 3.5:1.0

Less than 3.5:1.0 0.000% 0.500% 0.750% 2.000%

Section 2.5 BORROWING NOTICE. Whenever the Company desires to borrow
Revolving Loans, it shall give the Administrative Agent at or prior to 10:00
A.M., New York time, at least one Business Day's prior facsimile or telephonic
notice (promptly confirmed in writing) of each Floating Rate Loan, and at least
three Business Days' prior facsimile or telephonic notice (promptly confirmed in
writing) of each Eurodollar Loan to be made hereunder. Each such notice (a
"Borrowing Notice") shall be irrevocable and shall specify (i) the aggregate
principal amount of the requested Loans, (ii) the date of borrowing (which shall
be a Business Day), and (iii) whether such Loans shall consist of Floating Rate
Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period
to be applicable thereto. Promptly after its receipt of a Borrowing Notice, the
Administrative Agent shall provide each Lender with a copy thereof and inform
each Lender as to its Pro Rata Share of the Advance requested thereunder.

Section 2.6 DISBURSEMENT OF FUNDS. (a) No later than noon, New York
time, on the date specified in each Borrowing Notice, each Lender will make
available its Pro Rata Share of the Advance requested to be made on such date,
in U.S. dollars and immediately available funds, to the Administrative Agent.
After the Administrative Agent's receipt of the proceeds of such Loans, the
Administrative Agent will make available to the Company the aggregate of the
amounts so made available in the type of funds actually received.

(b) Unless the Agent shall have been notified by any Lender prior to
the date of a borrowing that such Lender does not intend to make available to
the Administrative Agent its portion of the Loans to be made on such date, the
Administrative Agent may assume that such Lender has made

such amount available to the Administrative Agent on such date and the
Administrative Agent in its sole discretion may, in reliance upon such
assumption, make available to the Company a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent
by such Lender and the Administrative Agent has made such amount available to
the Company, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the Company and the
Company shall immediately repay such corresponding amount to the Administrative
Agent. The Administrative Agent shall also be entitled to recover from such
Lender or the Company, as the case may be, interest on such corresponding amount
in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Company to the date such
corresponding amount is recovered by the Administrative Agent, at a rate per
annum equal to, with respect to the Company, the then applicable rate of
interest, calculated in accordance with Section 2.3, for the respective Loans
and with respect to the Lenders, the Federal Funds Rate. Nothing herein shall
be deemed to relieve any Lender from its obligation to fulfill its commitments
hereunder or to prejudice any rights which the Company may have against any
Lender as a result of any default by such Lender hereunder. Notwithstanding
anything contained herein or in any other Loan Document to the contrary, the
Administrative Agent may apply all funds received from the Company and proceeds
of Collateral available for the payment of any Obligations first to repay any
amount owing by any Lender to the Administrative Agent as a result of such
Lender's failure to fund its Loans hereunder.

Section 2.7 INTEREST PERIODS, ETC. (a) The Company shall, in each
Borrowing Notice or Conversion/Continuation Notice in respect of the making of,
conversion into or continuation of a Eurodollar Loan, select the interest period
(each an "Interest Period") applicable to such Eurodollar Loan, which Interest
Period shall, at the option of the Company, be either a one-month, two-month,
three-month or six-month period, provided that:

(i) the initial Interest Period for any Eurodollar Loan shall
commence on the date of the making of such Loan (including the date of any
conversion from a Floating Rate Loan) and each Interest Period occurring
thereafter in respect of such Loan shall commence on the date on which the
next preceding Interest Period expires;

(ii) if any Interest Period would otherwise expire on a day
which is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day, provided, however, that if any Interest Period
would otherwise expire on a day which is not a Business Day but is a day of
the month after which no further Business Day occurs in such month, such
Interest Period shall expire on the next preceding Business Day;

(iii) if any Interest Period begins on a day for which there is
no numerically corresponding day in the calendar month at the end of such
Interest Period, such Interest Period shall end on the last Business Day of
such calendar month;

(iv) no Interest Period in respect of any Revolving Loan, Term A
Loan or Term B Loan shall extend beyond the Revolving Loan Termination
Date, Term A Loan Maturity Date or the Term B Loan Maturity Date, as the
case may be; and

(v) no Interest Period applicable to any Revolving Loan, any
Term A Loan or any Term B Loan shall extend beyond any Revolving Loan
Commitment Reduction Date, any

date upon which a repayment of the Term A Loans is required to be made
pursuant to Section 2.2(a) or any date upon which a repayment of the Term B
Loans is required to be made pursuant to Section 2.2(b), respectively,
unless the aggregate principal amount of Revolving Loans, Term A Loans or
Term B Loans, respectively, represented by Floating Rate Loans or by
Eurodollar Loans having Interest Periods which will not expire on or before
such date equals or is less than the amount of the Revolving Loan
Commitment, the Term A Loans or the Term B Loans, respectively, in effect
or outstanding, as the case may be, immediately after the Revolving Loan
Commitment Reduction Date, any such date upon which a repayment of the Term
A Loans is required to be made pursuant to Section 2.2(a) or any such date
upon which a repayment of the Term B Loans is required to be made pursuant
to Section 2.2(b), respectively.

(b) If upon the expiration of any Interest Period, the Company has
failed to repay the Eurodollar Loans expiring on such day or has failed to elect
a new Interest Period to be applicable to the respective Eurodollar Loan as
provided above, the Company shall be deemed to have elected to convert such
Eurodollar Loans into Floating Rate Loans effective as of the expiration date of
such current Interest Period.

(c) Notwithstanding anything contained herein to the contrary, the
Company may not borrow any Eurodollar Loan if, at the time of such borrowing, a
Default or Unmatured Default shall have occurred and be continuing on such date
either before or after giving effect to such borrowing.

Section 2.8 MANDATORY PRINCIPAL PAYMENTS. (a) If on any day the
aggregate principal amount of the Revolving Loans plus the aggregate L/C
Obligations then outstanding exceeds the Aggregate Revolving Loan Commitment
minus the aggregate amount of any Revolver Reserve and any Non-broadcast
Revolver Reserve in effect at such time, the Company shall immediately repay the
Revolving Loans in an amount equal to such excess. In addition, to the extent
and if for any reason after giving effect to such repayment of Revolving Loans
the Aggregate Revolving Loan Commitment minus the aggregate amount of Revolving
Loans outstanding minus any Revolver Reserve and any Non-broadcast Revolver
Reserve in effect at the time is less than the amount of the L/C Obligations
outstanding at such time, the Company shall Cash Collateralize Letters of Credit
in an amount equal to the amount of such shortfall.

(b) (i) Promptly, but in any event within two Business Days after
the sale, transfer or other disposition by the Parent, the Company or any of its
Subsidiaries after the Original Closing Date (including, without limitation, any
disposition accomplished by way of a merger, consolidation or a series of
transactions) of any property, asset or business (including, without limitation,
any Radio Station) to any Person other than the Company or any of its
Subsidiaries (excluding any sale, transfer or other disposition of (A) inventory
in the ordinary course of business, (B) used, worn-out or obsolete equipment no
longer useful to the business in the ordinary course of business to the extent
that an amount equal to the net cash proceeds realized therefrom is used to
purchase replacement or substitute equipment within 180 days and (C) any Non-
broadcast Asset), and including any sale or other transfer or issuance of any
Equity Interests of any Subsidiary of the Company, whether by the Company or a
Subsidiary thereof, the Company shall make a mandatory payment in respect of the
Obligations in an amount equal to 100% of the net cash proceeds (after taxes,
reasonable fees and commissions and reasonable and customary expenses incurred
directly in connection therewith) realized from such sales, transfers, issuances
or other dispositions occurring after the Original Closing Date, all as
certified to by an Authorized Officer of the Company (collectively, "Net Cash
Proceeds") in accordance with the terms of this Section 2.8(b)(i); PROVIDED
that, if any Cash Equivalents are received as proceeds from any such sale,
transfer, issuance or

other disposition, the Parent, the Company or such Subsidiary, as the case may
be, shall cause all such Cash Equivalents to be converted into or reduced to
cash within two Business Days after the date of any such sale, transfer,
issuance or other disposition and all such cash proceeds of such Cash
Equivalents shall be deemed to be "Net Cash Proceeds" for all purposes of this
Section 2.8(b)(i). The Company shall apply such Net Cash Proceeds within such
two Business Days as set forth above to repay the principal amount of the
Revolving Loans outstanding at such time to the extent such Net Cash Proceeds
are not reinvested in a Permitted Acquisition (other than notes, bonds,
obligations and securities that do not represent a controlling interest in the
Capital Stock of an entity acquired pursuant to a Permitted Acquisition) and a
corresponding reserve against the Aggregate Revolving Loan Commitment in an
amount equal to the Net Cash Proceeds applied to the Revolving Loans (the
"Revolver Reserve") shall be created; provided that if no Revolving Loans are
outstanding on such date or if the amount of the Net Cash Proceeds so received
exceeds the amount of Revolving Loans outstanding on such date, then the Company
may, so long as no Default shall have occurred and be continuing, retain such
proceeds in an amount equal to the excess of the Net Cash Proceeds over the
Revolving Loans then outstanding until such proceeds are reinvested in
accordance with the terms of this Section 2.8(b)(i); PROVIDED that if a Default
shall have occurred and be continuing on or after the date such excess proceeds
would have been required to have been applied to repay the Revolving Loans, the
Company shall apply such excess proceeds to repay the Obligations in accordance
with Section 2.8(h). During the Proceeds Application Period, the Company may
provide one or more Borrowing Notices of Revolving Loans to the Administrative
Agent in accordance with Section 2.5 which shall specify that the proceeds of
such Revolving Loans will be invested in a Permitted Acquisition (as all or a
portion of the purchase price thereof), and subject to and upon the terms and
conditions set forth in this Agreement (including, without limitation,
Section 4.1) the Lenders shall make such Revolving Loans in accordance with
Section 2.1 in an aggregate amount necessary to finance such Permitted
Acquisition in an amount not greater than the Revolver Reserve then in effect
and the Revolver Reserve shall be reduced during the Proceeds Application Period
each time a Revolving Loan is made in accordance with this Section 2.8(b)(i) by
the amount of such Revolving Loan; PROVIDED that, should the Proceeds
Application Period have expired before such a Revolving Loan is made with
respect to the applicable portion of the Revolver Reserve as set forth above in
this Section 2.8(b)(i), then an amount equal to such applicable portion of the
Revolver Reserve (as adjusted as described above) shall be applied to prepay the
Obligations in accordance with the provisions of Section 2.8(h) and
Section 2.8(b)(iii). If any Net Cash Proceeds are retained by the Company as
provided above, then (a) if such Net Cash Proceeds are in excess of $1,000,000,
the Company shall deposit such Net Cash Proceeds in a cash collateral account as
provided in the Cash Collateral Account Agreement pending application of such
Net Cash Proceeds to a Permitted Acquisition, and (b) to the extent such Net
Cash Proceeds are not applied within the Proceeds Application Period to a
Permitted Acquisition, the Company shall apply such Net Cash Proceeds to repay
the Obligations in accordance with the provisions of Section 2.8(h) and if such
Net Cash Proceeds are at such time held in such cash collateral account, the
Administrative Agent is directed to so apply such Net Cash Proceeds. Upon
expiration of the Proceeds Application Period with respect to any Net Cash
Proceeds, any portion of such Net Cash Proceeds that have not been applied
within such Proceeds Application Period to a Permitted Acquisition shall be
applied as a mandatory prepayment of the Obligations in accordance with
Section 2.8(h) and Section 2.8(b)(iii).

(ii) Promptly, but in any event within two Business Days after the
sale, transfer or other disposition by the Parent, the Company or any of its
Subsidiaries after the Original Closing Date (including, without limitation, any
disposition accomplished by way of a merger, consolidation or a series of
transactions) of any Non-broadcast Asset to any Person other than the Company or
any of its Subsidiaries, the Company shall make a mandatory payment in respect
of the Obligations in an amount

equal to 100% of the net cash proceeds (after taxes, reasonable fees and
reasonable and customary expenses incurred directly in connection therewith)
realized from such sales, transfers or other dispositions occurring after the
Original Closing Date, all as certified to by an Authorized Officer of the
Company (collectively, "Net Non-broadcast Proceeds") in accordance with the
terms of this Section 2.8(b)(ii); provided that, if any Cash Equivalents are
received as proceeds from any such sale, transfer or other disposition, the
Parent, the Company or such Subsidiary, as the case may be, shall cause all such
Cash Equivalents to be converted into or reduced to cash within two Business
Days after the date of any such sale, transfer or other disposition and all such
cash proceeds of such Cash Equivalents shall be deemed to be "Net Non-broadcast
Proceeds" for all purposes of this Section 2.8(b)(ii). The Company shall apply
such Net Non-broadcast Proceeds within such two Business Days as set forth above
to repay the principal amount of the Revolving Loans outstanding at such time to
the extent such Net Non-broadcast Proceeds are not reinvested in a Permitted
Non-broadcast Proceeds Application and a corresponding reserve against the
Aggregate Revolving Loan Commitment in an amount equal to the Net Non-broadcast
Proceeds applied to the Revolving Loans (the "Non-broadcast Revolver Reserve")
shall be created; provided that if no Revolving Loans are outstanding on such
date or if the amount of the Net Non-broadcast Proceeds so received exceeds the
amount of Revolving Loans outstanding on such date, then the Company may, so
long as no Default shall have occurred and be continuing, retain such proceeds
in an amount equal to the excess of the Net Non-broadcast Proceeds over the
Revolving Loans then outstanding until such proceeds are reinvested in
accordance with the terms of this Section 2.8(b)(ii); provided that if a Default
shall have occurred and be continuing on or after the date such excess proceeds
would have been required to have been applied to repay the Revolving Loans, the
Company shall apply such excess proceeds to repay the Obligations in accordance
with Section 2.8(h). During the Non-broadcast Proceeds Application Period, the
Company may provide one or more Borrowing Notices of Revolving Loans to the
Administrative Agent in accordance with Section 2.5 which shall specify that the
proceeds of such Revolving Loans will be invested in a Permitted Non-broadcast
Proceeds Application (as all or a portion of the purchase price thereof), and
subject to and upon the terms and conditions set forth in this Agreement
(including, without limitation, Section 4.2) the Lenders shall make such
Revolving Loans in accordance with Section 2.1 in an aggregate amount necessary
to finance such Permitted Non-broadcast Proceeds Application in an amount not
greater than the Non-broadcast Revolver Reserve then in effect and the Non-
broadcast Revolver Reserve shall be reduced during the Non-broadcast Proceeds
Application Period each time a Revolving Loan is made in accordance with this
Section 2.8(b)(ii) by the amount of such Revolving Loan; provided that, should
the Non-broadcast Proceeds Application Period have expired before such a
Revolving Loan is made with respect to the applicable portion of the Non-
broadcast Revolver Reserve as set forth above in this Section 2.8(b)(ii), then
an amount equal to such applicable portion of the Non-broadcast Revolver Reserve
(as adjusted as described above) shall be applied to prepay the Loans in
accordance with the provisions of Section 2.8(h) and Section 2.8(b)(iii). If
any Net Non-broadcast Proceeds are retained by the Company as provided above,
then (a) if such Net Non-broadcast Proceeds are in excess of $1,000,000, the
Company shall deposit such Net Non-broadcast Proceeds in a cash collateral
account as provided in the Cash Collateral Account Agreement pending application
of such Net Non-broadcast Proceeds to a Permitted Non-broadcast Proceeds
Application, and (b) to the extent such Net Non-broadcast Proceeds are not
applied within the Non-broadcast Proceeds Application Period to a Permitted Non-
broadcast Proceeds Application, the Company shall apply such excess Net Non-
broadcast Proceeds to prepay the Obligations in accordance with the provisions
of Section 2.8(h) and if such Net Non-broadcast Proceeds are at such time held
in such cash collateral account, the Administrative Agent is directed to so
apply such Net Non-broadcast Proceeds. Upon expiration of the Non-broadcast
Proceeds Application Period with respect to any Net Non-broadcast Proceeds, any
portion of such Net Non-broadcast Proceeds that have not been applied within
such Non-broadcast Proceeds Application Period to a Permitted Non-broadcast
Proceeds

Application shall be applied as a mandatory prepayment of the Obligations in
accordance with Section 2.8(h) and Section 2.8(b)(iii).

(iii) If the Revolver Reserve or the Non-broadcast Revolver Reserve
is to be applied as provided in this Section 2.8(b) as a mandatory prepayment in
accordance with Section 2.8(h), the Company shall be deemed to have requested
Revolving Loans in an amount equal to the Revolver Reserve or the Non-broadcast
Revolver Reserve, as the case may be, and such Loans shall be made regardless of
any failure of the Company to meet the conditions precedent set forth in
Section 4.2.

(d) Within seven Business Days of the receipt by the Company or any
of its Subsidiaries of any Debt Cash Proceeds, the Company shall make a
mandatory prepayment with respect to the Obligations in an amount equal to
(i) 50% of the amount by which the sum of such Debt Cash Proceeds and all other
Debt Cash Proceeds received after June 12, 1996, exceeds $100,000,000 in the
aggregate minus (ii) the aggregate amount of Loans prepaid under this Section
2.8(d) since June 12, 1996; PROVIDED that if a Default shall have occurred and
be continuing on the date any Debt Cash Proceeds are received or on the date any
Indebtedness with respect thereto is issued or would result from the issuance of
any such Indebtedness, then the Company shall make a mandatory prepayment with
respect to the Obligations in an amount equal to 100% of such Debt Cash Proceeds
(irrespective of the $100,000,000 limitation). Any prepayment of the
Obligations pursuant to this subsection (d) shall be applied as set forth in
subsection (h) below.

(e) Within 90 days of the end of any fiscal year of the Company,
commencing with the fiscal year ending December 31, 1997, the Company shall make
a mandatory prepayment with respect to the Obligations in an amount equal to 50%
of the Excess Cash Flow of the Company for such fiscal year, provided, however,
with respect to Excess Cash Flow, no such mandatory prepayment shall be required
if, for the two consecutive quarters ending on the last day of such fiscal year
(i) the Leverage Ratio shall have been less than 5.5 to 1.00 and (ii) the Senior
Leverage Ratio shall have been less than 4.0 to 1.00. Any prepayment of the
Obligations pursuant to this subsection (e) shall be applied as set forth in
subsection (h) below.

(f) For the purposes of determining Net Cash Proceeds, Net Non-
broadcast Proceeds and Debt Cash Proceeds, the Parent, the Company or any of its
Subsidiaries shall be deemed to have received in cash the aggregate amount of
all payments received by the Parent, the Company or any of its Subsidiaries on
any contract, promissory note or other instrument taken or effected in
connection with any sale, transfer or other disposition of any property asset or
business or equity securities, as the case may be, at the time such cash payment
is received.

(g) The Company shall make a mandatory payment with respect to the
Obligations in an amount equal to any proceeds received by the Parent, the
Company or any of its Subsidiaries from casualty, damage, boiler, machinery and
business interruption insurance or from any condemnation claim or award if and
to the extent that such proceeds, claims or awards are not promptly applied to
the restoration, repair or replacement of the properties so affected, and in any
event to the extent that such proceeds, claims or awards have not been so
applied in full within 180 days of receipt thereof. Within two Business Days of
receipt of any tax refund by the Parent, the Company or any of its Subsidiaries,
the Company shall make a mandatory payment with respect to the Obligations in an
amount equal to any

proceeds from such tax refund. Any prepayment of the Obligations pursuant to
this subsection (g) shall be applied as set forth in subsection (h) below.

(h) Mandatory payments made pursuant to subsections (b) (except as
otherwise provided therein), (d), (e) and (g) of this Section 2.8 shall be
applied FIRST to prepay the Term A Loans and the Term B Loans pro rata based on
the aggregate outstanding principal amount of Term A Loans and Term B Loans on
the date such prepayment is made until such Term A Loans and Term B Loans shall
have been repaid in full, together with accrued and unpaid interest thereon,
SECOND, to prepay the Revolving Loans until such Revolving Loans shall have been
repaid in full, together with accrued and unpaid interest thereon, THIRD, to
Cash Collateralize the then outstanding Letters of Credit, FOURTH to all other
outstanding Obligations. Simultaneously with any prepayment of the principal
amount of the Revolving Loans pursuant to the preceding sentence, each Lender's
Revolving Loan Commitment shall be permanently reduced by such Lender's Pro Rata
Share of such prepayment. All prepayments of the Term A Loans and Term B Loans
shall be applied pro rata to the scheduled installments of principal thereof.
With respect to any such mandatory reduction of the Revolving Loan Commitment,
the Revolving Loan Commitment Reduction Amount for each Revolving Loan
Commitment Reduction Date occurring after the date of such mandatory payment
shall be reduced in an amount equal to the product of the amount of such
mandatory reduction TIMES the ratio (expressed as a percentage) that such
Revolving Loan Commitment Reduction Amount bears to the sum of all of the
Revolving Loan Commitment Reduction Amounts remaining prior to the Revolving
Loan Termination Date.

(i) Mandatory payments made pursuant to this Section 2.8 of the Term
A Loans, the Term B Loans or the Revolving Loans shall be accomplished by the
payment first of such Loans or portion thereof constituting Floating Rate Loans
and second by the payment of such Loans or portion thereof constituting
Eurodollar Loans.

Section 2.9 OPTIONAL PRINCIPAL PAYMENTS AND REDUCTIONS OF COMMITMENTS.
(a) The Company may from time to time pay all outstanding Floating Rate
Advances, or, in a minimum aggregate amount of $1,000,000, or any integral
multiple of $500,000 in excess thereof, any portion of the outstanding Floating
Rate Advances, upon one Business Day's prior notice to the Administrative Agent
as described below, without penalty or premium. The Company may from time to
time pay all outstanding Eurodollar Advances, or, in a minimum aggregate amount
of $1,000,000, or any integral multiple of $500,000 in excess thereof, any
portion of the outstanding Eurodollar Advances, upon three (3) Business Days'
prior written notice to the Administrative Agent as described below, provided,
however, (i) such optional prepayment shall only be made on the last day of the
Interest Period relevant to such Eurodollar Advances, and (ii) after giving
effect to such optional prepayment, each outstanding Eurodollar Advance shall be
in a minimum amount of $1,500,000. Any such notice given by the Company to the
Administrative Agent shall be written notice (or telephonic notice promptly
confirmed in writing), which notice shall be irrevocable, and shall specify the
amount of such prepayment and whether such Loans being prepaid are Revolving
Loans or Term A Loans and Term B Loans and whether such Advances being prepaid
are Floating Rate Advances or Eurodollar Advances. All such prepayments of the
Term A Loans and the Term B Loans shall be applied pro rata to the scheduled
repayments thereof. All prepayments made pursuant to this Section 2.9(a) which
are not designated by the Company in the notice required to be delivered
pursuant to this Section 2.9(a) to be applied to the Term A Loans or the Term B
Loans shall be applied to the Revolving Loans. All prepayments made pursuant to
this Section 2.9(a) which are not applied to repay the Revolving Loans in
accordance with the terms of this Section 2.9(a) shall be applied to prepay the
Term A Loans and the Term B Loans pro rata based on the aggregate outstanding
principal amount of Term A Loans and Term B Loans on the date such prepayment is
made.

(b) Upon at least one Business Day's prior irrevocable written notice
to the Administrative Agent (which notice the Administrative Agent shall
promptly transmit to each of the Lenders), the Company shall have the right,
without premium or penalty, to permanently reduce each Lender's Pro Rata Share
of the Aggregate Revolving Loan Commitment, provided that any such partial
reduction shall be in a minimum aggregate amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof and each such reduction shall be
applied pro rata to reduce the Revolving Loan Commitment Reduction Amount for
each Revolving Loan Commitment Reduction Date.

Section 2.10 METHOD AND PLACE OF PAYMENT. (a) Except as otherwise
specifically provided herein or therein, all payments and prepayments under this
Agreement and the other Loan Documents shall be made to the Administrative Agent
for the account of the Lenders entitled thereto not later than 12:00 noon, New
York time, on the date when due and shall be made in lawful money of the United
States of America in immediately available funds at the Administrative Agent's
office specified pursuant to Article 13, and any funds received by the
Administrative Agent after such time shall, for all purposes hereof (including
the following sentence), be deemed to have been paid on the next succeeding
Business Day. Except as otherwise specifically provided herein, the
Administrative Agent shall thereafter cause to be distributed on the date of
receipt thereof to each Lender in like funds its Pro Rata Share of payments so
received.

(b) Whenever any payment to be made hereunder or under any other Loan
Document shall be stated to be due on a day which is not a Business Day, the due
date thereof shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest shall be payable at the applicable
rate during such extension.

(c) All payments made by the Company hereunder and under the other
Loan Documents shall be made irrespective of, and without any reduction for, any
setoff or counterclaims.

Section 2.11 FEES. (a) The Company agrees to pay to the Administrative
Agent for the account of the Persons entitled thereto, fees in the amounts and
at the times set forth in the Fee Letters.

(b) The Company agrees to pay to the Administrative Agent for the
pro-rata account of the Lenders in accordance with their respective Pro Rata
Shares of the Revolving Loan Commitments a commitment fee, computed at the
Commitment Fee Rate on the average daily unused portion of the Aggregate
Revolving Loan Commitment accruing from the Original Effective Date until the
Aggregate Revolving Loan Commitment has been terminated, payable quarterly in
arrears and on the Revolving Loan Termination Date, or such earlier date, if
any, on which the Aggregate Revolving Loan Commitment shall terminate in
accordance with the terms hereof and calculated on the basis of a 365- or 366-
day year, as appropriate, for the number of actual days elapsed.

Section 2.12 EVIDENCE OF DEBT. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Company to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder.

(b) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Company to each Lender

hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender's share thereof.

(c) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section 2.12 shall be PRIMA FACIE evidence of the
existence and amounts of the obligations recorded therein; PROVIDED that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Company
to repay the Loans in accordance with the terms of this Agreement.

(d) Any Lender may request through the Administrative Agent that
Loans made by it be evidenced by a promissory note. In such event, the Company
shall execute and deliver to such Lender a promissory note payable to the order
of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 12.3) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

Section 2.13 MINIMUM ADVANCES. Each Floating Rate Advance shall be in a
minimum amount of $1,000,000 or in an integral multiple of $500,000 in excess
thereof, provided, that any Floating Rate Advance may be in the amount of the
unused Aggregate Revolving Loan Commitment. Each Eurodollar Rate Advance and
all conversions to and continuations of Eurodollar Loans shall be in a minimum
amount of $2,000,000 or in an integral multiple of $1,000,000 in excess thereof,
provided that at no time may there be more than 15 Eurodollar Rate Advances
outstanding at any time.

Section 2.14 EURODOLLAR RATE CONVERSION AND CONTINUATION. (a) Subject to
the other provisions hereof, the Company shall have the option (i) to convert at
any time all or any part of outstanding Floating Rate Loans which comprise part
of the same Advance to Eurodollar Loans, (ii) to convert all or any part of
outstanding Eurodollar Loans which comprise part of the same Advance to Floating
Rate Loans, on the expiration date of the Interest Period applicable thereto, or
(iii) to continue all or any part of outstanding Eurodollar Loans which comprise
part of the same Advance as Eurodollar Loans for an additional Interest Period,
on the expiration of the Interest Period applicable thereto; provided that no
Loan may be continued as, or converted into, a Eurodollar Loan when any Default
or Unmatured Default has occurred and is continuing.

(b) In order to elect to convert or continue a Loan under this
Section 2.14, the Company shall deliver an irrevocable notice thereof (a
"Conversion/Continuation Notice") to the Administrative Agent no later than
10:00 A.M., New York time, (i) at least one Business Day in advance of the
proposed conversion date in the case of a conversion to a Floating Rate Loan and
(ii) at least three (3) Business Days in advance of the proposed conversion or
continuation date in the case of a conversion to, or a continuation of, a
Eurodollar Loan. A Conversion/Continuation Notice shall specify (w) the
requested conversion or continuation date (which shall be a Business Day), (x)
the amount and the type of Loan to be converted or continued, (y) whether a
conversion or continuation is requested, and (z) in the case of a conversion to,
or a continuation of, a Eurodollar Loan, the requested Interest Period.
Promptly after receipt of a Conversion/Continuation Notice under this
Section 2.14(b), the Administrative Agent shall provide each Lender with a copy
thereof.

Section 2.15 LENDING OFFICES. Each Lender may book all or any portion of
any Loan at any Lending Office selected by such Lender and may change its
Lending Office from time to time. All terms of this Agreement shall apply to
any such Lending Office and the Notes shall be deemed held by each Lender for
the benefit of such Lending Office. Each Lender may, by written or telex notice
to the Administrative Agent and the Company, designate a Lending Office through
which and for whose account payments in respect of the Obligations are to be
made.

Section 2.16 NON-RECEIPT OF FUNDS BY THE AGENT. Unless the Company
notifies the Administrative Agent prior to the date on which it is scheduled to
make payment to the Administrative Agent of a payment of principal, interest or
fees to the Administrative Agent for the account of the Lenders that it does not
intend to make such payment, the Administrative Agent may assume that such
payment has been made. The Administrative Agent may, but shall not be obligated
to, make the amount of such payment available to the intended recipient in
reliance upon such assumption. If the Company has not in fact made such payment
to the Administrative Agent, the recipient of such payment shall, on demand by
the Administrative Agent, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to the Federal Funds Rate.

Section 2.17 COLLATERAL SECURITY. (a) As security for the payment of
the Obligations, the Company shall cause to be granted to the Administrative
Agent, for the ratable benefit of the Lenders, a Lien on and security interest
in all of the following, whether now or hereafter existing or acquired: (i) all
of the shares of capital stock of its Subsidiaries now or hereafter directly
owned by the Company and all proceeds thereof, all as more specifically
described in the Company Pledge Agreement; (ii) certain of the assets of the
Company and all proceeds thereof, all as more specifically described in the
Company Security Agreement, the Company Trademark Agreement, the Company
Mortgages, the Mexican Assignment Agreement and each Collateral Assignment to
which the Company is a party; (iii) certain of the assets of its Subsidiaries
now or hereafter directly or indirectly owned by such Subsidiaries and all
proceeds thereof, all as more specifically described in the Subsidiary Security
Agreement, the Subsidiary Trademark Agreement, the Subsidiary Pledge Agreements,
the Subsidiary Mortgages and each Collateral Assignment to which each Subsidiary
of the Company is a party; and (iv) certain assets of the Parent, including,
without limitation, the shares of capital stock of the Company and all the
proceeds thereof, all as more specifically described in the Parent Pledge
Agreement.

(b) Concurrently with the consummation of any Permitted Acquisition
or the formation of any new Subsidiary of the Company which is permitted
hereunder, the Company shall

(i) in the case of a Permitted Acquisition of stock by the
Company or any of its Subsidiaries or the formation of a new Subsidiary of
the Company: (A) deliver or cause to be delivered to the Administrative
Agent all of the certificates representing the capital stock (or other
instruments or securities evidencing ownership) of such new Subsidiary
which is being acquired or formed, beneficially owned by the Company or
such Subsidiary, as additional collateral for the Obligations, to be held
by the Administrative Agent in accordance with the terms of the Company
Pledge Agreement or a Subsidiary Pledge Agreement, as the case may be; and
(B) cause such new Subsidiary which is being acquired or formed to deliver
to the Administrative Agent (1) duly executed counterpart signature pages
to each of the Subsidiary Guaranty, the Subsidiary Security Agreement and
the Intercompany Security Agreement, in the forms attached respectively
thereto as Annex I, together with the authorization to the

Administrative Agent and the Lenders to attach such signature pages to the
Subsidiary Guaranty, the Subsidiary Security Agreement and the Intercompany
Security Agreement, respectively, the effect of which shall be that as of
the date set forth on such signature pages such new Subsidiary shall become
a party to each such agreement and be bound by the terms thereof, (2) if
such Subsidiary owns any capital stock of any other Subsidiary of the
Company, a Subsidiary Pledge Agreement, (3) if such Subsidiary owns any
U.S. registered trademarks, a Subsidiary Trademark Agreement, (4)
Intercompany Demand Note, duly endorsed, pledged and delivered to the
Administrative Agent under the Company Pledge Agreement, (5) such Uniform
Commercial Code financing statements as shall be required to perfect the
security interest of the Administrative Agent and the Lenders in the
Collateral being pledged by such new Subsidiary pursuant to the Subsidiary
Security Agreement and (6) unless otherwise agreed to in writing by the
Required Lenders, a Subsidiary Mortgage, together with such title insurance
policies, surveys and appraisals as the Administrative Agent may have
reasonably requested;

(ii) in the case of a Permitted Acquisition of assets or the
acquisition of any fee interest in real property (other than any such
property deemed immaterial by the Administrative Agent) by the Company or
any of its Subsidiaries, deliver or cause to be delivered by the Company or
such Subsidiary acquiring such assets, (A) such Uniform Commercial Code
financing statements as shall be required to perfect the security interest
of the Administrative Agent and the Lenders in the assets being so acquired
and (B) unless otherwise agreed to in writing by the Required Lenders, a
Company Mortgage or Subsidiary Mortgage, as the case may be, together with
such title insurance policies, surveys and appraisals as the Administrative
Agent may have reasonably requested; and

(iii) in any case, provide such other documentation, including,
without limitation, one or more opinions of counsel reasonably satisfactory
to the Administrative Agent, articles of incorporation, by-laws and
resolutions, which in the reasonable opinion of the Administrative Agent is
necessary or advisable in connection with such Permitted Acquisition or
formation of such new Subsidiary.

Notwithstanding the foregoing, nothing contained in this Section 2.17 shall
require (A) the Company or any Subsidiary to pledge more than 65% of the capital
stock of any foreign Subsidiary or (B) any foreign Subsidiary to take any action
otherwise required by this Section 2.17, if in either case the Company shall in
good faith have determined that such pledge or action will have an adverse tax
consequence.

Section 2.18 FURTHER ASSISTANCE. In connection with any exercise by the
Administrative Agent or any Lender of its rights and remedies under the
Collateral Documents, it may be necessary to obtain the prior consent or
approval of certain Persons, including but not limited to the FCC and other
public utility regulatory agencies and governmental authorities. Upon the
exercise by the Administrative Agent or any Lender of any power, right,
privilege or remedy pursuant to any Collateral Document, applicable law or
otherwise which requires any consent, approval, registration, qualification or
authorization of any Person, the Company will, upon request by the
Administrative Agent, execute and deliver, or will cause the execution and
delivery of, all applications, certificates, instruments, and other documents
and papers that the Administrative Agent or such Lender determines may be
required to obtain such consent, approval, registration, qualification or
authorization. Without limiting the generality of the foregoing, the Company
will use its best efforts to obtain from the appropriate Persons the necessary
consents and approvals, if any: (1) for the transfer of control, if required for
the effectuation of clause (2) below, to the Administrative Agent, the Lenders
or their respective nominees or transferees upon the occurrence of

a Default, of any permit, license or authorization in respect of the operation
of any Radio Station; (2) for the effectuation of any sale or sales of Pledged
Stock (as defined in the Parent Pledge Agreement, the Company Pledge Agreement
and/or the Subsidiary Pledge Agreements) upon the occurrence of a Default; and
(3) for the exercise of any other right or remedy of the Administrative Agent or
any Lender under any Collateral Document, applicable law or otherwise. The
Administrative Agent and the Lenders will cooperate with the Company in
preparing the filing with the FCC and any other Persons of all requisite
applications required to be obtained by the Company under this Section 2.18.

Section 2.19 USE OF PROCEEDS. The Company shall use the Letters of Credit
and the proceeds of the Revolving Loans for general corporate purposes,
including the financing of Permitted Acquisitions. The proceeds of the Term A
Loans and the Term B Loans were used on the Effectiveness Date as contemplated
by Section 6 of the Effectiveness Agreement.

Section 2.20 ISSUANCE OF LETTERS OF CREDIT, ETC. (a) Subject to the
terms and conditions hereof, at any time and from time to time from the Original
Closing Date through the day prior to the Revolving Loan Termination Date, each
Issuing Bank shall issue such Letters of Credit as the Company may request by an
L/C Application; provided that, after giving effect to such Letter of Credit,
(x) the SUM of the aggregate L/C Obligations then outstanding PLUS the then
outstanding aggregate principal amount of the Revolving Loans shall not exceed
the Aggregate Revolving Loan Commitment MINUS any Revolver Reserve and any Non-
broadcast Revolver Reserve in effect at such time, and (y) the aggregate L/C
Obligations then outstanding shall not exceed $30,000,000. Unless all the
Lenders with a Revolving Loan Commitment and the applicable Issuing Bank
otherwise consent in writing, the term of any Letter of Credit shall not exceed
12 months. No Letter of Credit shall expire by its terms after the Revolving
Loan Termination Date.

(b) The Company shall submit the L/C Application for the Issuance of
any Letter of Credit to the applicable Issuing Bank in accordance with such
Issuing Bank's applicable procedures then in effect. Upon Issuance of a Letter
of Credit, the applicable Issuing Bank shall promptly notify the Lenders of the
amount and terms thereof.

(c) Upon the Issuance of a Letter of Credit, each Lender that has a
Revolving Loan Commitment shall be deemed to have purchased a pro rata
participation, from the applicable Issuing Bank in an amount equal to that
Lender's Pro Rata Share, in such Letter of Credit. Without limiting the scope
and nature of each Lender's participation in any Letter of Credit, to the extent
that the applicable Issuing Bank has not been reimbursed by the Company for any
payment required to be made by such Issuing Bank under any Letter of Credit,
each Lender shall, pro rata according to its Pro Rata Share, reimburse such
Issuing Bank promptly upon demand for the amount of such payment. The
obligation of each Lender to so reimburse such Issuing Bank shall be absolute
and unconditional and shall not be affected by the occurrence of a Default, an
Unmatured Default or any other occurrence or event. Any such reimbursement
shall not relieve or otherwise impair the obligation of the Company to reimburse
the applicable Issuing Bank for the amount of any payment made by such Issuing
Bank under any Letter of Credit together with interest as hereinafter provided.
Each Lender that has reimbursed an Issuing Bank pursuant to this Section 2.20(c)
for its Pro Rata Share of any payment made by such Issuing Bank under a Letter
of Credit shall thereupon acquire a pro rata participation, to the extent of
such reimbursement, in the claim of such Issuing Bank against the Company under
this Section 2.20.

(d) Upon the making of any payment with respect to any Letter of
Credit by the applicable Issuing Bank, the Company shall be deemed to have
submitted a Borrowing Notice for a Revolving Loan consisting of a Floating Rate
Loan in the amount of such payment, and the Administrative Agent shall without
notice to or the consent of the Company request Revolving Loans to be made by
the Lenders in an aggregate amount equal to the amount paid by such Issuing Bank
on that Letter of Credit, and for this purpose, the conditions precedent set
forth in Article IV shall not apply. The proceeds of such Revolving Loans shall
be paid to the applicable Issuing Bank (and, on a pro rata basis, to Lenders
that have previously reimbursed such Issuing Bank in respect of such payment
under paragraph (c) above) to reimburse it for the payment made by it under such
Letter of Credit. Promptly following any Revolving Loans made under this
Section 2.20, the Administrative Agent shall notify the Company thereof.

(e) To the extent that any Loans made pursuant to Section 2.20(d) are
insufficient to reimburse the applicable Issuing Bank in full, the Company
agrees to pay to such Issuing Bank with respect to each Letter of Credit, within
one Business Day after demand therefor, a principal amount equal to such
unreimbursed portion of any payment made by such Issuing Bank under that Letter
of Credit, together with interest on such amount from the date of any payment
made by such Issuing Bank through the date of payment by the Company at the
Default Rate. The principal amount of any such payment made by the Company to
any Issuing Bank shall be used to reimburse such Issuing Bank for the payment
made by it under the related Letter of Credit.

(f) The Issuance of any supplement, modification, amendment, renewal
or extension to or of any Letter of Credit shall be treated in all respects the
same as the Issuance of a new Letter of Credit.

Section 2.21 LETTER OF CREDIT FEES. The Company shall pay (i) a letter of
credit fee to the Administrative Agent equal to the product of (A) the
Applicable Margin with respect to Eurodollar Loans for the Revolving Loans minus
0.125%, multiplied by (B) the stated amount of each Letter of Credit per annum
for the term of each Letter of Credit, payable in advance, for the account of
the Lenders who have Revolving Loan Commitments, according to their respective
Pro Rata Shares and (ii) an issuance fee to the Administrative Agent of 0.125%
of the stated amount of each Letter of Credit, payable in advance for the
account of the applicable Issuing Bank. Upon (A) the issuance of each Letter of
Credit, the Company shall also pay to the Administrative Agent for the account
of the applicable Issuing Bank an amount equal to the greater of (i) $500 or
(ii) the issuance fees; (B) the amendment of each Letter of Credit, the Company
shall pay to the Administrative Agent for the account of the applicable Issuing
Bank the amendment fees, in each case, as the applicable Issuing Bank normally
charges in connection with a Letter of Credit and activity pursuant thereto, in
either case which fees shall be solely for the account of the applicable Issuing
Bank; and (C) the incurrence of any reasonable out-of-pocket costs and expenses
in connection with the maintenance of any Letter of Credit, the Company shall
pay to the Administrative Agent for the account of the applicable Issuing Bank
the amount of such out-of-pocket costs and expenses so incurred.

Section 2.22 OBLIGATION OF THE COMPANY ABSOLUTE, ETC. The obligation of
the Company to pay to the applicable Issuing Bank the amount of any payment made
by such Issuing Bank under any Letter of

Credit shall be absolute, unconditional and irrevocable. Without limiting the
foregoing, such obligation of the Company shall not be affected by any of the
following circumstances:

(1) any lack of validity or enforceability of any Letter of Credit,
this Agreement or any other agreement or instrument relating thereto;

(2) any amendment or waiver of or any consent to departure from any
Letter of Credit, this Agreement or any other agreement or instrument
relating thereto;

(3) the existence of any claim, setoff, defense or other rights which
the Company may have at any time against any issuing Bank, any Lender, the
Administrative Agent, any beneficiary of any Letter of Credit (or any
Persons for whom any such beneficiary may be acting) or any other Person,
whether in connection with any Letter of Credit, this Agreement or any
other agreement or instrument relating thereto, or any unrelated
transactions;

(4) any demand, statement or any other document presented under any
Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any
respect whatsoever so long as any such document appeared to comply with the
terms of such Letter of Credit;

(5) payment by any Issuing Bank in good faith under any Letter of
Credit against presentation of a draft or any accompanying document which
does not strictly comply with the terms of such Letter of Credit;

(6) the solvency or financial responsibility of any party issuing any
documents in connection with a Letter of Credit;

(7) any error in the transmission of any message relating to a Letter
of Credit not caused by the applicable Issuing Bank, or any delay or
interruption in any such message;

(8) any error, neglect or default of any correspondent of any Issuing
Bank in connection with a Letter of Credit;

(9) any consequence arising from acts of God, war, insurrection,
disturbances, labor disputes, emergency conditions or other causes beyond
the control of any Issuing Bank;

(10) the form, accuracy, genuineness or legal effect of any contract
or document referred to in any document submitted to the applicable Issuing
Bank in connection with a Letter of Credit; and

(11) any other circumstances whatsoever.

(b) Each Issuing Bank shall be entitled to the protection accorded to
the Agents pursuant to Section 10, MUTATIS MUTANDIS.

Section 2.23 CASH COLLATERAL. Notwithstanding anything to the contrary
herein or in any L/C Application, after the occurrence and during the
continuance of Default, the Company shall, upon the Administrative Agent's
demand, deliver to the Administrative Agent for the benefit of the Lenders cash,

or other collateral of a type satisfactory to the Required Lenders, having a
value (if other than cash), as determined by such Lenders, equal to the
aggregate outstanding L/C Obligations.

Article III

CHANGE IN CIRCUMSTANCES

Section 3.1 YIELD PROTECTION. If any law or any governmental rule,
regulation, policy guideline or directive (whether or not having the force of
law), or any regulatory interpretation thereof, or compliance by any Lender with
such (which has been adopted or changed after the date hereof),

(i) imposes or increases or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender or
any applicable Lending Office (other than reserves and assessments taken
into account in determining the interest rate applicable to any Eurodollar
Loan) or any Issuing Bank, or

(ii) imposes any other condition which is to increase the cost to any
Lender or any applicable Lending Office or any Issuing Bank of making,
funding or maintaining any Eurodollar Loan or of participating in, issuing
or maintaining any Letter of Credit or reduces any amount receivable by any
Lender or any applicable Lending Office or any Issuing Bank in connection
with any Eurodollar Loan or Letter of Credit, or requires any Lender or any
applicable Lending Office or any Issuing Bank to make any payment
calculated by reference to the amount of any Eurodollar Loan or Letter of
Credit made, issued, maintained or participated in or interest received by
it, by an amount deemed material by such Lender or Issuing Bank, or

(iii) affects the amount of capital required or expected to be
maintained by any Lender or Lending Office or any Issuing Bank or any
corporation controlling any Lender or any Issuing Bank and such Lender or
such Issuing Bank determines the amount of capital required is increased by
or based upon the existence of this Agreement, the Loans, any Letters of
Credit or commitments of this type,

then, within fifteen (15) days of demand by such Lender or such Issuing Bank
made together with the presentation to the Company of a certificate of such
Lender or such Issuing Bank complying with Section 3.5, the Company shall pay
such Lender or such Issuing Bank that portion of such increased expense incurred
(including, in the case of Section 3.1(iii), any reduction in the rate of return
on capital to an amount below that which it or its controlling corporation could
have achieved but for such change in regulation after taking into account such
Lender's or such Issuing Bank's or such Lender's or Issuing Bank's controlling
corporation's policies as to capital adequacy) or reduction in an amount
received which such Lender or such Issuing Bank reasonably determines is
attributable to making, funding and maintaining such Lender's or Issuing Bank's
Commitments and the Obligations owing to it.

Section 3.2 TAXES. (a) Except as required by law, all payments made by
the Company under this Agreement shall be made free and clear of, and without
reduction for or on account of, any present or future taxes, levies, imposts,
duties, charges, fees, deductions, or withholdings, imposed, levied, collected,
withheld or assessed by any Governmental Authority after the Original Closing
Date as a result of the adoption of or any change in any law, treaty, rule,
regulation, guideline or determination of such

Governmental Authority, BUT EXCLUDING (i) net income, franchise and branch
profits taxes imposed on the Administrative Agent or a Lender or any Issuing
Bank by (x) the United States of America or any taxing authority thereof or
therein, (y) the jurisdiction under the laws of which the Administrative Agent
or such Lender or such Issuing Bank is organized or in which it has its
principal office or is managed and controlled or any political subdivision or
taxing authority thereof or therein, or (z) any jurisdiction in which the
Lending Office of any Lender making and maintaining Loans to the Company, is
located or any political subdivision or taxing authority thereof or therein, and
(ii) any taxes, levies, imposts, duties, charges, fees, deductions or
withholdings arising after the date of this Agreement, solely as the immediate
result of such Lender (x) changing its designated Lending Office as of the
Original Closing Date to a Lending Office located in any other jurisdiction or
(y) designating an additional Lending Office located in any other jurisdiction
(such non-excluded taxes, levies, imposts, duties, charges, fees, deduction and
withholdings being called "Taxes"). If any Taxes are required to be withheld
from any amounts payable to the Administrative Agent or any Lender or any
Issuing Bank hereunder, the amounts so payable to the Administrative Agent or
such Lender or such Issuing Bank shall be increased to the extent necessary to
yield to the Administrative Agent or such Lender or such Issuing Bank (after
payment of all Taxes, including Taxes attributable to such increase, and free
and clear of all liability, including, without limitation, interest and
penalties, in respect of such Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement. Whenever
any Taxes are payable by the Company, the Company shall pay such Taxes in a
timely manner and promptly deliver official receipts therefor (or certified
copies thereof if such receipts are not available) to the Administrative Agent.
If the Company fails to pay Taxes when due to the appropriate taxing authority,
the Company shall indemnify the Administrative Agent and any Lender and Issuing
Bank for any incremental Taxes, interest or penalties that may become payable by
the Administrative Agent or any Lender or any Issuing Bank as a result of any
such failure together with any expenses payable by the Administrative Agent or
any Lender or any Issuing Bank in connection therewith. If the Company is
required to make any additional payment to the Administrative Agent or any
Lender or any Issuing Bank pursuant to this Section 3.2, and such Lender or such
Issuing Bank receives a credit against or relief or remission for, or repayment
of, any tax paid or payable by it in respect of, or calculated with reference
to, the Taxes giving rise to such payment, such Lender or such Issuing Bank
shall, within a reasonable time of the date on which it receives such credit,
relief, remission or repayment, use its reasonable efforts to reimburse the
Company the amount of the net benefit it receives as a result of any such
credit, relief, remission or repayment (as determined by such Lender or such
Issuing Bank) to the extent not inconsistent with such Lender's or Issuing
Bank's internal policies. If any Taxes constituting a withholding tax of the
United States of America or any other Governmental Authority shall be or become
applicable, after the Original Closing Date, to such payments by the Company to
a Lender, such Lender shall, to the extent not inconsistent with such Lender's
internal policies, use its reasonable efforts to make, fund and maintain its
Loans through a Lending Office of such Lender located in another jurisdiction so
as to reduce the Company's liability hereunder, provided that such Lender
determines, in its sole discretion, that the making, funding or maintenance of
such Loans through such other Lending Office would not otherwise materially
adversely affect such Loans or such Lender.

(b) Prior to or at the Original Closing Date, each Lender or Issuing
Bank that is not incorporated under the laws of the United States of America or
a state thereof shall deliver to the Administrative Agent (and the
Administrative Agent agrees that it will deliver to the Company) in the case of
a Lender or Issuing Bank that is a "bank" within the meaning of
Section 881(c)(3)(A) of the Internal Revenue Code two duly completed copies of
United States Internal Revenue Service Form 1001 or 4224 or successor applicable
form, as the case may be, certifying in each case that such Lender or Issuing
Bank is entitled to receive payments under this Agreement without deduction or
withholding of

any United States federal income taxes, and (ii) each Lender and Issuing Bank
will deliver to the Administrative Agent (and the Administrative Agent will
deliver to the Company) an Internal Revenue Service Form W-8 or W-9 or successor
applicable form, as the case may be, to establish an exemption from United
States backup withholding tax. In the case of any Lender that is not a "bank"
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, such
Lender or Issuing Bank shall deliver (i) a representation letter to the
Administrative Agent (for the benefit of the Administrative Agent and the
Company) stating that such Lender or Issuing Bank is not a "bank" within the
meaning of Section 881(c)(3)(A) of the Internal Revenue Code and (ii) two (2)
accurate and complete original signed copies of Internal Revenue Service Form W-
8, certifying that such Lender or Issuing Bank is entitled to receive payments
under this Agreement without deduction or withholding of any United States
federal income taxes. Each Lender and Issuing Bank that is a "bank" within the
meaning of Section 881(c)(3)(A) of the Internal Revenue Code which delivers to
the Company and the Administrative Agent a Form 1001 or 4224 and Form W-8 or W-9
pursuant to the preceding sentence further undertakes, if requested by the
Company, to deliver to the Company and the Administrative Agent two further
copies of said statement or Form 1001 or 4224 and Form W-8 or W-9, or successor
applicable forms, or other manner of certification, as the case may be, on or
before the date that any such statement or form expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent
statement or form previously delivered by it to the Company, and such extension
or renewals thereof as may reasonably be requested by the Company, certifying in
the case of a Form 1001 or 4224 that such Lender or Issuing Bank is entitled to
receive payments under this Agreement without deduction or withholding of any
United States federal income taxes, unless in any such case any change in
treaty, law or regulation has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent a Lender or Issuing Bank or the Administrative Agent from
duly completing and delivering any such statement or form with respect to it and
such Lender or Issuing Bank or Administrative Agent advises the Company that it
is not capable of receiving payments without any deduction or withholding of
United States federal income tax and, in the case of a Form W-8 or W-9,
establishing an exemption from United States backup withholding tax. Each
Lender or Issuing Bank that is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Internal Revenue Code will (for the benefit of the
Administrative Agent and the Company), to the extent legally entitled to do so,
and if requested by the Company, provide to the Company two further copies of
Internal Revenue Service Form W-8 and an updated representation letter stating
that such Lender or Issuing Bank is not a "bank" under Section 881(c)(3)(A) of
the Internal Revenue Code and such other forms as may be required in order to
establish the legal entitlement of such Lender or Issuing Bank to an exemption
from withholding tax with respect to payments under this Agreement. The Company
shall not be required to pay any increased amount on account of Taxes pursuant
to this Section 3.2 to any Lender, Issuing Bank, Transferee or Administrative
Agent that fails to furnish any form or statement that it was required to
furnish in accordance with this Section 3.2 or Section 12.3.3, and, to the
extent required by law, the Company shall be entitled to deduct Taxes from the
payments owed to such Lender, Issuing Bank, Transferee or Administrative Agent.

Section 3.3 AVAILABILITY OF RATE OPTIONS. If any Lender determines that
maintenance of its Eurodollar Loans at a suitable Lending Office would violate
any applicable law, rule, regulation, or directive, whether or not having the
force of law, or determines that (i) deposits of a type and maturity appropriate
to match fund any Eurodollar Loan are not available or (ii) the Eurodollar Rate
does not accurately reflect the cost of making or maintaining any Eurodollar
Loan, then (unless such unavailability or inaccuracy results solely from a
deterioration in the creditworthiness of such Lender subsequent to the date
hereof) the Administrative Agent shall suspend the availability of Eurodollar
Loans from such Lender and require the interest rate applicable to any
Eurodollar Loan by such Lender then outstanding to

be changed to the Floating Rate and each such Lender's Pro Rata Share shall be
adjusted as applicable in accordance therewith.

Section 3.4 FUNDING INDEMNIFICATION. If any payment or conversion in
respect of any Eurodollar Loan occurs on a date which is not the last day of the
applicable Eurodollar Interest Period, whether because of acceleration,
prepayment or otherwise, or if an Advance related to, or conversion from or into
or in continuation of, Eurodollar Loans does not occur on a date specified
therefor in a Borrowing Notice or a Conversion/Continuation Notice, the Company
will indemnify each Lender for any loss or cost incurred by it resulting
therefrom upon request by such Lender accompanied by a certificate complying
with Section 3.5 below.

Section 3.5 LENDER CERTIFICATES; SURVIVAL OF INDEMNITY. To the extent
reasonably possible, so long as the Company has any liquidated liability to any
Lender under Section 3.1, such Lender shall designate an alternate Lending
Office with respect to its Eurodollar Loans to reduce any such liability, so
long as such designation is not disadvantageous to such Lender. A certificate
of a Lender or Issuing Bank as to the amount due under Section 3.1 or 3.4 (which
certificate shall, if so requested by the Company, include an explanation of the
basis used by such Lender or Issuing Bank in calculating such amount) shall be
delivered within one hundred and twenty 120 days after a responsible account
officer of the Lender or Issuing Bank obtains actual knowledge of the event
giving rise thereto and shall be final, conclusive and binding on the Company in
the absence of manifest error. Determination of amounts payable under such
Sections in connection with any Lender's Eurodollar Loans shall be calculated as
though each Lender funded its Pro Rata Share of any Eurodollar Advance through
the purchase of a deposit of the type and maturity corresponding to the deposit
used as a reference in determining the Eurodollar Rate applicable to such
Eurodollar Loan, whether in fact that is the case or not. Unless otherwise
provided herein, the amount specified in the certificate shall be payable on
demand after receipt by the Company of the certificate. The obligations of the
Company under Sections 3.1 and 3.4 shall survive payment of the Obligations and
termination of this Agreement.

Article IV

CONDITIONS PRECEDENT

Section 4.1 CONDITIONS PRECEDENT TO ALL LOANS. The obligation of each
Lender to make any Loan (including the refinancing of Loans on the Effectiveness
Date) and of each Issuing Bank to Issue any Letter of Credit is subject to the
satisfaction on the date such Loan is made or such Letter of Credit is Issued of
the following conditions precedent:

(a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained herein and in the other Loan Documents (other than
representations and warranties that expressly speak only as of a different date)
shall be true and correct in all material respects on such date both before and
after giving effect to the making of such Loans on the Issuance of such Letter
of Credit.

(b) NO DEFAULT OR UNMATURED DEFAULT. No Default or Unmatured Default
shall have occurred and be continuing on such date either before or after giving
effect to the making of such Loans or the Issuance of such Letter of Credit.

(c) NO INJUNCTION. No law or regulation shall have been adopted, no
order, judgment or decree of any governmental authority shall have been issued,
and no litigation shall be pending or threatened, that would enjoin, prohibit or
restrain the making or repayment of the Loans or the Issuance of such Letter of
Credit or the consummation of the Transactions which have been or are to be
consummated on or before such date.

(d) NO MATERIAL ADVERSE CHANGE. No event, act or condition shall
have occurred after December 31, 1995 that has had a material adverse effect on
the assets, business, properties, financial condition or results of operations
of the Parent and its Subsidiaries or of the Company and its Subsidiaries, as
the case may be, and if any such material adverse effect shall have occurred,
the Required Lenders shall have waived the same in writing.

(e) BORROWING NOTICE. The Administrative Agent shall have received a
duly executed Borrowing Notice or L/C Application, as appropriate, in respect of
the Loans to be made or Letters of Credit to be Issued on such date.

(f) ACQUISITION. To the extent any proceeds of any Loan will be used
for any Acquisition, the Company shall have delivered to the Administrative
Agent and the Lenders copies of or other evidence satisfactory to the
Administrative Agent, the Lenders and their counsel of the receipt of all final
federal, state and local regulatory or governmental approvals, orders,
authorizations, licenses, certificates and permits necessary for the
consummation of such Acquisition ("Final Orders"), including, without
limitation, any consents and approvals required by the FCC and any filings with
the Federal Trade Commission and the Antitrust Division of the Department of
Justice pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as
amended (collectively, the "HSR Approvals"). If any Acquisition is proposed to
be consummated based upon FCC orders which are not final and are subject to
reconsideration by the FCC or appeal to a court with respect to an Acquisition
and any Letter of Credit or the proceeds of any Loan will be used for such
Acquisition, (A) in the case of the use of any proceeds of any Loan, the Company
shall have delivered to the Administrative Agent and the Lenders copies of or
other evidence satisfactory to the Administrative Agent, the Lenders and their
counsel of receipt of such FCC orders, (B) the Company or its Subsidiaries (if
applicable) shall have negotiated an unwind agreement with respect to the
business and assets (or related voting securities) subject to such Acquisition
which provides for the reconveyance for full value to the seller of all such
business and assets (or related voting securities) in the event a final FCC
order is not reasonably attainable with respect to such business and assets (or
related voting securities) and (C) all the consideration to be paid by the
Company or any Subsidiary in respect of such Acquisition (including the proceeds
of any drawing on any Letter of Credit) shall be subject to an escrow agreement
whereby such consideration is maintained in escrow arrangements until the
receipt of an FCC final order with respect thereto; PROVIDED solely with respect
to the creation or maintenance of such escrow arrangements, the Required Lenders
may expressly agree that such escrow arrangements are not required; PROVIDED
further that such escrow arrangements shall only be required with respect to
Acquisitions to the extent the cash portion of the Amount of Acquisitions which
the Company and/or its Subsidiaries have consummated or are in the process of
consummating, after receipt of initial orders, but for which Final Orders have
not yet been received, and with respect to which any Letter of Credit or any
proceeds of any Loans are to be used or have been used, exceeds $40,000,000 in
the aggregate at any one time outstanding. The requirements set forth in this
Section 4.1(f) are in addition to any other requirements and restrictions set
forth in this Agreement which are applicable to such an Acquisition.

(g) The Administrative Agent shall have received a certificate of an
Authorized Officer of the Company (i) certifying that each condition required to
be met in connection with the incurrence of additional Indebtedness under
Section 4.11 of each of the Senior Subordinated Debt Indentures and, if the
Citicasters Subordinated Debt remains outstanding and has not been effectively
defeased, Section 4.7 of the Citicasters Subordinated Debt Indenture, has been
satisfied, (ii) certifying that the Loans to be made or Letters of Credit to be
issued will constitute "Senior Debt" for purposes of the Senior Subordinated
Debt Indentures and, if the Citicasters Subordinated Debt remains outstanding
and has not been effectively defeased, the Citicasters Subordinated Indenture
and (iii) setting forth in reasonable detail the calculations (including the
calculation of the pro forma leverage ratio under the Senior Subordinated Debt
Indentures) necessary to certify as to such compliance.

The acceptance of the proceeds of each such Loan and the Issuance of such
Letter of Credit shall constitute a representation and warranty to the Company
to each of the Lenders that all of the conditions required to be satisfied under
this Article IV in connection with the making of such Loan or the Issuance of
such Letter of Credit have been satisfied.

All the certificates and other documents and papers referred to in this
Article IV, unless otherwise specified, shall be delivered to the Administrative
Agent for the account of each of the Lenders and in sufficient counterparts for
each of the Lenders, and shall be satisfactory in form and substance to each
Lender in its sole discretion.

Article V

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Lenders that:

Section 5.1 CORPORATE EXISTENCE AND STANDING. Each of the Parent, the
Company and each of its Subsidiaries is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted.

Section 5.2 AUTHORIZATION AND VALIDITY. Each of the Parent, the Company
and each of its Subsidiaries has the corporate power and authority and legal
right to execute and deliver the Loan Documents to which each is a party and to
perform their obligations thereunder and to consummate the transactions
contemplated by the Loan Documents, including, without limitation, the
extensions of credit hereunder (collectively, the "Transactions"). The
execution and delivery by each of the Parent, the Company and each of its
Subsidiaries of the Loan Documents to which each is a party, and the performance
of their obligations thereunder and consummation of the Transactions, have been
duly authorized by necessary corporate proceedings, and the Loan Documents to
which each is a party constitute legal, valid and binding obligations of the
Parent, the Company and each of its Subsidiaries enforceable against the Parent,
the Company and each of its Subsidiaries in accordance with their terms, except
as enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity.

Section 5.3 NO CONFLICT; GOVERNMENT CONSENT, ETC. Except as set forth on
Schedule 5.3 hereto, neither the execution and delivery by the Parent, the
Company or any of its Subsidiaries of the Loan

Documents nor the consummation of the transactions herein or therein
contemplated, nor compliance with the provisions hereof or thereof will violate
any law, rule, regulation, order, writ, judgment, injunction, decree or award
binding on the Parent, the Company or any of its Subsidiaries or the Parent's,
the Company's or any of its Subsidiaries' articles of incorporation or by-laws
or the provisions of any indenture, instrument or agreement to which the Parent,
the Company or any of its Subsidiaries is a party or is subject, or by which it,
or its property, is bound, or conflict with or constitute a default thereunder,
or result in the creation or imposition of any Lien in, of or on the property of
the Parent, the Company or any of its Subsidiaries pursuant to the terms of any
such indenture, instrument or agreement. Except as set forth on Schedule 5.3
hereto, no order, consent, approval, license, authorization, or validation of,
or application, filing, recording or registration with, or exemption by, any
governmental or public body or authority, or any subdivision thereof, or any
other Person is required to authorize, or is required in connection with the
execution, delivery and performance of, or the legality, validity, binding
effect or enforceability of, any of the Loan Documents or in connection with
consummation of the Transactions contemplated thereby, other than orders,
consents, approvals, applications and filings which have already been made or
obtained.

Section 5.4 FINANCIAL STATEMENTS. The audited December 31, 1993, December
31, 1994, and December 31, 1995 consolidated financial statements of the Parent
and its Subsidiaries and the unaudited consolidated financial statements of the
Parent and its Subsidiaries and of the Company and its Subsidiaries for
September 30, 1996 heretofore delivered to the Lenders were each prepared in
accordance with Generally Accepted Accounting Principles in effect on the dates
such statements were prepared (except with respect to such unaudited financial
statements which are not adjusted to reflect (1) the carrying value of barter
receivables and barter payables in accordance with FASB No. 63 and (2) the
classification of outstanding debt between short term and long term) and fairly
present the consolidated financial condition and operations of the Parent and
its Subsidiaries, at such dates and the consolidated results of operations of
the Parent and its Subsidiaries for the periods then ended. In addition, such
unaudited statements do not include footnotes.

Section 5.5 MATERIAL ADVERSE CHANGE. As of the Effectiveness Date, no
material adverse change in the assets, business, properties, financial condition
or results of operations of the Parent and its Subsidiaries or of the Company
and its Subsidiaries has occurred since December 31, 1995.

Section 5.6 TAXES. The Parent, the Company and its Subsidiaries have
filed (or have obtained extensions for filing) all United States federal, state
and local tax returns and all other tax returns which are required to be filed
and have timely paid all taxes which have become due or are payable pursuant to
any assessment received by the Parent, the Company or any of its Subsidiaries,
except such taxes, if any, as are being contested in good faith by appropriate
proceedings and as to which adequate reserves have been provided in accordance
with Generally Accepted Accounting Principles. No United States or state income
tax returns of the Parent, the Company or any of its Subsidiaries has been
audited by the Internal Revenue Service or any State agency. No tax liens have
been filed, and no claims are being asserted, with respect to any taxes to which
the Parent, the Company or any of its Subsidiaries are subject. The charges,
accruals and reserves on the books of the Parent, the Company and its
Subsidiaries in respect of any taxes or other governmental charges are adequate.

Section 5.7 LITIGATION AND CONTINGENT OBLIGATIONS. Except as set forth on
Schedule 5.7 hereto, as of the Effectiveness Date there is no litigation,
arbitration, governmental investigation, proceeding, inquiry or Environmental
Claim pending or, to the knowledge of any of their officers, threatened against
or affecting the Parent, the Company or any of its Subsidiaries which could
reasonably be expected to

have a material adverse effect on the business, properties, financial condition
or results of operations of the Parent and its Subsidiaries, taken as a whole,
or the Company and its Subsidiaries, taken as a whole, or the ability of the
Parent, the Company or any of its Subsidiaries to perform its obligations under
the Loan Documents or to consummate the Transactions. Other than any liability
incident to such litigation, arbitration, proceedings or Environmental Claim, as
of the Effectiveness Date neither the Parent nor the Company nor any of its
Subsidiaries has any material contingent obligations not provided for or
disclosed in the financial statements referred to in Section 5.4.

Section 5.8 ENVIRONMENTAL MATTERS. (a) Except as set forth in Schedule
5.8(a) hereto, there are no past or present actions, activities, circumstances,
conditions, events or incidents, including, without limitation, the release or
threatened release, emission, discharge, presence or disposal of any Material of
Environmental Concern, that could form the basis of any Environmental Claim
against (i) the Parent, the Company or any of its Subsidiaries or, (ii) to the
Parent's, the Company's or its Subsidiaries' knowledge against any Person whose
liability for any Environmental Claim that the Parent, the Company or any of its
Subsidiaries has or may have retained or assumed either contractually or by
operation of law, which could, in either case, reasonably be expected to
materially adversely affect the business, properties, financial condition or
results of operations of the Parent and its Subsidiaries, taken as a whole, or
of the Company and its Subsidiaries, taken as a whole, or the ability of the
Parent, the Company or any of its Subsidiaries to perform its obligations under
the Loan Documents or to consummate the Transactions.

(b) Except as set forth in Schedule 5.8(b) hereto, to the Parent's or
the Company's knowledge (i) there are no on-site or off-site locations where the
Parent, the Company or any of its Subsidiaries has stored, disposed of or
arranged for the disposal of Materials of Environmental Concern, (ii) there are
no underground storage tanks located on property owned or leased by the Parent,
the Company or any of its Subsidiaries, (iii) there is no asbestos contained in
or forming part of any building, building component, structure or office space
owned or leased by the Parent, the Company or any of its Subsidiaries, and
(iv) no polychlorinated biphenyls (PCBs) are used or stored at any property
owned or leased by the Parent, the Company or any of its Subsidiaries, which
could reasonably be expected to materially adversely affect the business,
properties, financial condition or results of operations of the Parent and its
Subsidiaries, taken as a whole, or of the Company and its Subsidiaries, taken as
a whole, or the ability of the Parent, the Company or any of its Subsidiaries to
perform its obligations under the Loan Documents or to consummate the
Transactions.

Section 5.9 ERISA. (a) Except as set forth on Schedule 5.9 hereto,
(i) as of the Effectiveness Date, there are no Unfunded Liabilities in any
Plan which liabilities in the aggregate would have a material adverse effect
on the business, properties, financial condition or results of operations of
the Parent and its Subsidiaries, taken as a whole, or of the Company and its
Subsidiaries, taken as a whole; (ii) as of the Effectiveness Date, each
Parent Plan and, to the Company's actual knowledge, each other Plan complies
in all material respects with all applicable requirements of law and
regulations and no Reportable Event has occurred with respect to any Parent
Plan; (iii) as of the Effectiveness Date, neither the Parent, the Company nor
any of its Subsidiaries nor any ERISA Affiliate has withdrawn from any
Multiemployer Plan or initiated steps to do so, and no steps have been taken
to terminate any Plan, in each case under circumstances which would have a
material adverse effect on the business, properties, financial condition or
results of operations of the Parent and its Subsidiaries, taken as a whole,
or of the Company and its Subsidiaries, taken as a whole; and (iv) neither
the Parent, the Company nor any of its Subsidiaries nor any ERISA Affiliate
has engaged in any prohibited transaction (as defined in Section 4975 of the
Internal Revenue Code or Section 406 of ERISA) that would subject the Parent,
the Company or any of its Subsidiaries to any penalty which would have a
material adverse effect on the

business, properties, financial condition or results of operations of the
Parent and its Subsidiaries, taken as a whole, or of the Company and its
Subsidiaries, taken as a whole.

(b) Except as set forth on Schedule 5.9 hereto, neither the Parent,
the Company nor any of its Subsidiaries nor any of their ERISA Affiliates has
any contingent liability with respect to any post-retirement benefit under any
"welfare plan" (as defined in Section 3(1) of ERISA) that is reasonably likely
to have a material adverse effect on the business, properties, financial
condition or results of operations of the Parent and its Subsidiaries, taken as
a whole, or of the Company and its Subsidiaries, taken as a whole.

(c) Except as set forth on Schedule 5.9 hereto, as of the
Effectiveness Date, no lien under Section 412(n) of the Internal Revenue Code or
302(f) of ERISA or requirement to provide security under Section 401(a)(29) of
the Internal Revenue Code or Section 307 of ERISA has been or is reasonably
expected by the Parent, the Company, any of its Subsidiaries or any of their
ERISA Affiliates to be imposed on the assets of the Parent, the Company, any of
its Subsidiaries or any of their ERISA Affiliates that is reasonably likely to
have a material adverse effect on the business, properties, financial condition
or results of operations of the Parent and its Subsidiaries, taken as a whole,
or of the Company and its Subsidiaries, taken as a whole.

(d) Except as set forth on Schedule 5.9 hereto, no material liability
to the PBGC (other than required premium payments), the Internal Revenue
Service, the Department of Labor, any Plan, Multiemployer Plan or any trust
related thereto has been, or is expected by the Parent, the Company, any of its
Subsidiaries or, to the actual knowledge of the Company, any of their ERISA
Affiliates, to be incurred by the Parent, the Company, any of its Subsidiaries
or any of their ERISA Affiliates that is reasonably likely to have a material
adverse effect on the business, properties, financial condition or results of
operations of the Parent and its Subsidiaries, taken as a whole, or of the
Company and its Subsidiaries, taken as a whole.

Section 5.10 ACCURACY OF INFORMATION. No information, exhibit,
certificate, schedule or report furnished by the Parent, the Company or any of
its Subsidiaries to any Agent or to any Lender in connection with the
negotiation of the Loan Documents contains, and no information, certificate or
report which shall in the future be furnished by the Parent, the Company or any
of its Subsidiaries in connection with any of the Loan Documents will contain,
any material misstatement of fact or omit to state any material fact necessary
to make the statements contained therein not misleading.

Section 5.11 MARGIN REGULATIONS. No part of the proceeds of any Loan will
be used by the Parent, the Company or any of its Subsidiaries to purchase or
carry any margin stock (as defined in any Margin Regulation) or to extend credit
to others for the purpose of purchasing or carrying any such margin stock, if
the making of any Loan or the use of the proceeds thereof or the Issuance of any
Letter of Credit would violate or be inconsistent with the provisions of any
Margin Regulation.

Section 5.12 MATERIALLY BURDENSOME AGREEMENTS. Except as disclosed on
Schedule 5.12 hereto or as identified in the notes to the Parent's financial
statements referred to in Section 5.4, neither the Parent, the Company nor any
of its Subsidiaries is a party to any agreement or instrument or subject to any
charter or other corporate restriction materially and adversely affecting its
business, properties or assets, operations or condition (financial or otherwise)
as currently conducted or used in connection with its business. Neither the
Parent, the Company nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any

agreement or instrument evidencing or governing Indebtedness or any other
agreement to which it is a party, which default might have a material adverse
effect on the business, properties, financial condition or results of operations
of the Parent and its Subsidiaries, taken as a whole, or of the Company and its
Subsidiaries, taken as a whole.

Section 5.13 COMPLIANCE WITH LAWS; FRANCHISES AND LICENSES. (a) The
Parent, the Company and its Subsidiaries have complied with all applicable
statutes, rules, regulations, orders and restrictions (including, without
limitation, all Environmental Laws and the Communications Act) of any domestic
or foreign government or any instrumentality or agency thereof having
jurisdiction over the conduct of their respective businesses or the ownership of
their respective properties, except where the failure to so comply would not
have a material adverse effect on the business, properties, financial condition
or results of operations of the Parent and its Subsidiaries, taken as a whole,
or of the Company and its Subsidiaries, taken as a whole. The Parent, the
Company and its Subsidiaries have obtained all franchises, licenses,
certificates, consents, approvals and authorizations granted or issued by any
public or governmental body, agency or authority necessary and appropriate to
own and/or operate the Radio Stations and Television Stations and all such
franchises, licenses, certificates, consents, approvals and authorizations are
in full force and effect with respect to the Radio Stations and Television
Stations.

(b) Schedule 5.13(b)(i) hereto sets forth, as of the Effectiveness
Date, all FCC Broadcast Station Licenses of the Parent, the Company and each of
its Subsidiaries. On and after the Effectiveness Date, each FCC Broadcast
Station License which is materially necessary to the operation of the business
of the Parent, the Company or any of its Subsidiaries has been validly issued
and is in full force and effect. Such FCC Broadcast Station Licenses constitute
all of the FCC authorization necessary for the operation of the Parent's, the
Company's and its Subsidiaries' businesses in the same manner as it is presently
conducted. Each of the Company and its Subsidiaries has fulfilled and performed
all of its material obligations with respect thereto, and, on and after the
Effectiveness Date, complete and correct copies of the FCC Broadcast Station
Licenses of the Parent, the Company and each of its Subsidiaries will have been
delivered to the Administrative Agent. No event has occurred which (a) results
in, or after notice or lapse of time or both would result in, revocation or
termination of any FCC Broadcast Station License or (b) materially and adversely
affects or in the future will be reasonably likely (so far as the Company can
now reasonably foresee) to materially adversely affect any of the rights of the
Parent, the Company or any of its Subsidiaries thereunder (other than
proceedings related to the radio broadcast industry generally). No other FCC
license is necessary for the operation of the business of the Parent, the
Company or any of its Subsidiaries as now conducted. Except as set forth on
Schedule 5.13(b)(ii) hereto and as may be required under Section 310 of the
Communications Act, none of the FCC Broadcast Station Licenses or other
franchises or licenses require that any present stockholder, director, officer
or employee of the Parent, the Company or any of its Subsidiaries remain a
stockholder or employee of the Parent, the Company or any of its Subsidiaries,
or that any transfer of control of the Parent, the Company or any of its
Subsidiaries must be approved by any public or governmental body other than the
FCC.

(c) Except as described on Schedule 5.13(c) hereto, to the best of
the Parent's and the Company's knowledge, on the Effectiveness Date, none of the
Parent, the Company or any of its Subsidiaries is a party to any investigation,
notice of violation, order or complaint issued by or before any court or
regulatory body, including the FCC, or of any other proceedings (other than
proceedings relating to the radio or television industries generally) which
could in any manner threaten or adversely affect the validity or continued
effectiveness of the FCC Broadcast Station Licenses set forth on
Schedule 5.13(b)(i) hereto. Except as described on Schedule 5.13(c), as of the
Effectiveness Date,

neither the Parent nor the Company has any reason to believe (other than in
connection with there being no legal assurance thereof) that the FCC Broadcast
Station Licenses listed and described on Schedule 5.13(b)(i) will not be renewed
in the ordinary course. Each of the Parent, the Company and each of its
Subsidiaries has filed all reports, applications, documents, instruments and
information required to be filed by it pursuant to applicable rules and
regulations or requests of the FCC to the extent that the failure to file the
same could threaten or adversely effect the validity or continued effectiveness
of their respective FCC Broadcast Station Licenses, including, without
limitation, those set forth on Schedule 5.13(b)(i).

Section 5.14 OWNERSHIP OF PROPERTIES. Except as set forth on Schedule
5.14 hereto, the Parent, the Company and each of its Subsidiaries has good and
marketable title, free of all Liens, other than those permitted by Section 6.17,
to all of the properties and assets reflected in the financial statements as
owned by it.

Section 5.15 LOCATION OF PROPERTIES. (a) Except as set forth on Schedule
5.15(a) hereto, or as otherwise disclosed by written notice from the Company to
the Administrative Agent from time to time, neither the Parent, the Company nor
any of its Subsidiaries owns or possesses any fee or leasehold interest in real
property (other than interests in property which in the aggregate are of no
material value to the Parent, the Company or its Subsidiaries).

(b) Except as set forth on Schedule 5.15(b) hereto, or as otherwise
disclosed by written notice from the Company to the Administrative Agent from
time to time, neither the Parent, the Company nor any of its Subsidiaries owns
or possesses any interest in any tangible personal property (including, without
limitation, equipment, fixtures and inventory) of any type whatsoever, which is
not located at one of the properties listed on Schedule 5.15(a) hereto, or as
otherwise has been disclosed by written notice from the Company to the
Administrative Agent from time to time (other than property which may be located
at other properties from time to time which in the aggregate is of no material
value to the Parent, the Company or its Subsidiaries).

Section 5.16 INVESTMENT COMPANY ACT. Neither the Parent, the Company nor
any of its Subsidiaries nor any corporation controlling the Parent or the
Company or under common control with the Parent or the Company is an "investment
company" or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

Section 5.17 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Parent, the
Company nor any of its Subsidiaries nor any corporation controlling the Parent
or the Company or under common control with the Parent or the Company is a
"holding company" or a "subsidiary company", of a "holding company", or an
"affiliate" of a "holding company", or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

Section 5.18 CAPITAL STRUCTURE. (a) Schedule 5.18(a) hereto sets forth
as of the Effectiveness Date, both before and after giving effect to the
Transactions to be consummated on the Effectiveness Date, the number of
authorized and issued shares of each class of capital stock of the Parent, the
Company and each of its Subsidiaries, the par value thereof and the registered
owner(s) of the capital stock of the Company and each Subsidiary of the Company.
All of such stock has been duly and validly issued and is fully paid and non-
assessable. Except as set forth in Schedule 5.18(a) hereto, as of the
Effectiveness Date, neither the Parent, the Company nor any of its Subsidiaries
has outstanding any securities convertible into or exchangeable for its capital
stock nor does the Parent, the Company or any

of its Subsidiaries have outstanding any rights to subscribe for or to purchase,
or any options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its capital stock. On the Effectiveness Date, Z/C owns
not less than 40% of the issued and outstanding shares of common stock of the
Parent. The Parent owns 100% of the issued and outstanding capital stock of the
Company.

(b) Schedule 5.18(b)(i) hereto identifies, as of the Effectiveness
Date, all of the Indebtedness of the Company and its Subsidiaries immediately
prior to the consummation of the Transactions which are to occur on the
Effectiveness Date. As of the Effectiveness Date and after the consummation of
the Transactions which are to occur on the Effectiveness Date, the Company and
its Subsidiaries shall have no Indebtedness to any Person other than
Indebtedness arising under the Loan Documents and the Indebtedness identified on
Schedule 5.18(b)(ii) hereto. Schedule 5.18(b)(iii) hereto identifies, as of the
Effectiveness Date, all of the Indebtedness of the Parent immediately prior to
the consummation of the Transactions which are to occur on the Effectiveness
Date. As of the Effectiveness Date and after the consummation of the
Transactions which are to occur on the Effectiveness Date, the Parent shall have
no Indebtedness to any Person other than Indebtedness arising under the
Collateral Documents to which it is a party, Liquid Yield Option Notes in an
aggregate principal amount not more than $259,900,000 and Guaranties of the
Senior Subordinated Debt subordinated to the Obligations on terms no less
favorable to the Lenders than the Senior Subordinated Debt.

(c) Except as set forth on Schedule 5.18(b)(ii) hereto or as
permitted under Section 6.11, upon the consummation of the Transactions which
are to occur on the Effectiveness Date, the Obligations shall constitute the
only outstanding secured indebtedness of the Company and its Subsidiaries.

(d) The aggregate principal amount of Subordinated Debt of the
Company (including the Senior Subordinated Debt and the Citicasters Subordinated
Debt) outstanding on the Effectiveness Date is not more than $275,000,000 and
the subordination provisions with respect to all Subordinated Debt are
enforceable against the holders thereof. The Obligations constitute "Senior
Indebtedness" as defined in the Citicasters Subordinated Debt Indenture and the
Obligations constitute "Senior Debt" as defined in each of the Senior
Subordinated Note Indentures.

Section 5.19 COLLATERAL ASSIGNMENTS. Each of the Company and any of its
Subsidiaries that is party to a Joint Sales Agreement or a Local Marketing
Agreement has entered into a Collateral Assignment with respect to each such
Joint Sales Agreement or Local Marketing Agreement.

Section 5.20 EXCLUDED SUBSIDIARIES, ETC. None of the Excluded
Subsidiaries has any material assets. As of the Effectiveness Date, Georgia
Network Equipment, Inc. has no material assets other than satellite dishes and
related equipment located in various locations in the State of Georgia and
several other states with a value on the Effectiveness Date not in excess of
$75,000. The aggregate fair market value of the assets of Nobro does not exceed
$5,000. The aggregate fair market value of the assets (other than assets that
are subject to one or more Mortgages) of IR does not exceed $50,000. Each
Excluded Subsidiary that has guaranteed any portion of any Subordinated Debt has
become a party to the Subsidiary Guaranty.

Section 5.21 LABOR MATTERS. Except as set forth on Schedule 5.21 hereto,
there is no collective bargaining agreement covering any of the employees of the
Company or any of its Subsidiaries on the Effectiveness Date. As of the
Effectiveness Date, no single employment contract is necessary for the

profitable operation of the Company's or any of its Subsidiaries' business. As
of the Effectiveness Date, no attempt to organize the employees of the Company
or any of its Subsidiaries, and no labor disputes, strikes or walkouts affecting
the operations of the Company or any of its Subsidiaries, is pending or, to the
knowledge of the Company and its officers, threatened.

Section 5.22 SOLVENCY. On the Effectiveness Date and at all times after
the Effectiveness Date and after giving effect to the Transactions to occur on
the Effectiveness Date, the Parent, the Company and each of its Subsidiaries
(other than Excluded Subsidiaries) will be Solvent.

Section 5.23 SECURITY INTERESTS AND LIENS. (a) The Collateral Documents
(other than the Intercompany Security Agreement) create, as security for the
Obligations, valid and enforceable security interests in and Liens on all of the
Collateral, in favor of the Administrative Agent for the benefit of the Agents
and the Lenders. Such security interests in and Liens on the Collateral (other
than Collateral consisting of goods of Georgia Network Equipment, Inc., fixtures
on real property owned or leased by the Company or any of its Subsidiaries which
is not subject to a Mortgage and motor vehicles) are superior to and prior to
the rights of all third parties (except as disclosed on Schedule 5.23 hereto),
and no further recordings or filings are or will be required in connection with
the creation, perfection or enforcement of such security interests and Liens,
other than the filing of continuation statements in accordance with applicable
law.

(b) The Intercompany Security Agreement creates, as security for the
"Secured Obligations" (as defined therein), valid and enforceable security
interests in and Liens on all of the "Collateral", in favor of the Company.
Such security interests in and Liens on such "Collateral" (other than Collateral
consisting of goods of Georgia Network Equipment, Inc., United States registered
trademarks (to the extent that perfection of a security interest therein
requires a filing with respect thereto with the United States Patent and
Trademark Office), fixtures on real property owned or leased by the Company or
any of its Subsidiaries which is not subject to a Mortgage and motor vehicles)
are superior to and prior to the rights of all third parties other than the
Administrative Agent for the benefit of the Agents and the Lenders (except as
disclosed on Schedule 5.23 hereto), and no further recordings or filings are or
will be required in connection with the creation, perfection or enforcement of
such security interests and Liens, other than the filing of continuation
statements in accordance with applicable law.

Section 5.24 EFFECTIVENESS DATE TRANSACTIONS. On the Effectiveness Date,
the Transactions intended to be consummated on the Effectiveness Date will have
been, and the Transactions consummated prior to the Effectiveness Date have
been, consummated in accordance with all applicable laws. All consents and
approvals of, and filings and registrations with, and all other actions by, any
Person required in order to make or consummate such Transactions have been
obtained, given, filed or taken and are or will be in full force and effect.

Section 5.25 CALL LETTERS; PATENTS, TRADEMARKS, ETC. As of the
Effectiveness Date, the Parent, the Company and its Subsidiaries in the
aggregate have all rights pursuant to the rules and regulations of the FCC to
use as radio and television broadcasting call letters, or pursuant to Joint
Sales Agreements, Local Marketing Agreements and the Mexican Sales Agency
Agreement have the right to use as call letters, those call letters set forth on
Schedule 5.25(i), and all trademarks, service marks, logos and tradenames
material to the operations thereof, of the Georgia News Network, Inc., of
▇▇▇▇▇▇▇▇ ▇▇▇▇ Media, Inc. and of the Radio Stations. After the Effectiveness
Date, the Company and its Subsidiaries will have all rights pursuant to the
rules and regulations of the FCC to use all call letters of the Radio Stations
necessary for the operation of their respective businesses and all trademarks,
service marks,

logos and tradenames material to the operation thereof. To the knowledge of the
Company and its officers, as of the Effectiveness Date, and except (i) with
respect to call letters used by the Company and its Subsidiaries pursuant to
Joint Sales Agreements, Local Marketing Agreements and the Mexican Sales Agency
Agreement, or (ii) as set forth in Schedule 5.25(ii) hereto, no Person other
than the Company and its Subsidiaries has, owns, possesses, holds or claims any
interest with respect to the use of (or has challenged the right of the Company
or any of its Subsidiaries to use) any of such call letters, trademarks, service
marks, logos or tradenames, except for claims which do not, either individually
or in the aggregate, materially affect the Company or any of its Subsidiaries.
As of the Effectiveness Date, neither the Parent, the Company nor any of its
Subsidiaries owns any United States registered patent, trademark, service ▇▇▇▇
or copyright material to the Company or its Subsidiaries, except for those
listed on Schedule 5.25(ii) hereto.

Section 5.26 NO DEFAULT. No Default or Unmatured Default has occurred and
is continuing.

Section 5.27 BROKERS' FEES. Except as set forth on Schedule 5.27 hereto,
and except as payable to any person party to this Agreement or the Fee Letters,
neither the Parent, the Company nor any of its Subsidiaries has any obligation
to any Person in respect of any finder's, brokers, investment banking or other
similar fee in connection with any of the Transactions.

Section 5.28 INSURANCE. Schedule 5.28 hereto accurately sets forth as of
the Effectiveness Date all insurance policies and programs currently in effect
with respect to the respective property and assets and business of the Parent,
the Company and its Subsidiaries, specifying for each such policy and program,
(i) the amount thereof, (ii) the risks insured against thereby, (iii) the name
of the insurer and each insured party thereunder, (iv) the policy or other
identification number thereof, (v) the expiration date thereof and (vi) the
annual premium with respect thereto. The insurance policies, programs and
amounts of insurance maintained by the Parent, the Company and its Subsidiaries
are adequate for the type of risks reasonably anticipated for the lines of
businesses in which the Parent, the Company and its Subsidiaries engage.

Section 5.29 SUBSIDIARY AGREEMENTS. Each Subsidiary of the Company (other
than the Excluded Subsidiaries) has duly executed and delivered to the
(i) Company (A) an Intercompany Demand Note and, if required pursuant to
Section 6.11, an Intercompany Acquisition Note and (B) a counterpart signature
page to the Intercompany Security Agreement and (ii) Administrative Agent, (A) a
counterpart signature page to the (1) Subsidiary Guaranty and the (2) Subsidiary
Security Agreement and (B) a Subsidiary Mortgage, a Subsidiary Pledge Agreement
and a Subsidiary Trademark Agreement, if any such Subsidiary owns any fee simple
real property (other than any such property deemed immaterial by the
Administrative Agent), any stock and any trademarks, respectively.

Section 5.30 TERMINATION OF CERTAIN ARRANGEMENTS. (a) No material term or
condition of any Noble Document, any Citicasters Document or any Mexican
Document has been amended, modified or waived from the terms and conditions
contained in the Noble Documents, the Citicasters Documents and the Mexican
Documents, respectively, delivered to the Administrative Agent on or before the
Effectiveness Date without the prior written consent of the Required Lenders;
and the Parent, the Company and each of its Subsidiaries have, and to the best
of the Parent's and the Company's knowledge all other parties thereto have,
performed and complied in all material respects with all of the terms,
provisions, agreements and conditions set forth therein and required to be
performed or complied with by such parties and all the Noble Transactions, all
the Citicasters Transactions and all the transactions contemplated by the
Mexican Documents have been consummated as contemplated thereby and in

accordance with all applicable laws. All consents and approvals of, and filings
and registrations with, and all other actions by, any Person required in order
to make or consummate such transactions have been obtained, given, filed or
taken and are or will be in full force and effect. There are no circumstances
under which any payment may be required under the Mexican Guaranty.

(b) As of the Effectiveness Date, none of the Parent, the Company and
their Subsidiaries has any rights or obligations under any of the Noble
Documents (except for rights under the Noble Indemnification and Escrow
Agreement dated as of February 20, 1996 between the Company, Prudential Venture
Partners II, L.P. and certain other parties, which rights will terminate or will
lapse in all respects as of February 20, 1997) or any of the Citicasters
Documents, all of the operative provisions of each of which have been terminated
or have lapsed.

(c) The Mexican Concession of Radiodifursora del ▇▇▇▇▇▇▇▇, ▇.▇. has been
transferred to XETRA Communicaciones, S.A. de C.V. in accordance with the
Mexican Documents.

(d) The Agents, the Issuing Banks and the Lenders hereby consent to the
cancelation of the Indebtedness outstanding under the Noble-Company Credit
Agreement dated as of February 20, 1996, between Broadcast Finance and Noble
Broadcast Holdings, Inc. and to the termination of all the Guaranties thereof by
Subsidiaries of the Company and of all the security interests granted by such
Subsidiaries to secure such Indebtedness, in consideration of the reaffirmation
by each such Subsidiary as of the Effectiveness Date of its obligations under
the Subsidiary Guaranty and under each other Collateral Document to which it is
party.

Article VI

COVENANTS

The Company covenants and agrees that, from and after the Effectiveness
Date until all the Commitments have been terminated, each of the Letters of
Credit has expired or been terminated and the Obligations have been indefeasibly
paid in full, unless the Required Lenders shall otherwise consent in writing:

Section 6.1 FINANCIAL REPORTING. The Company will maintain, for itself
and each of its Subsidiaries, a system of accounting established and
administered in accordance with Generally Accepted Accounting Principles, and
furnish to the Administrative Agent and the Lenders:

(a) Within 90 days after the close of each of its fiscal years, an
unqualified audit report certified by independent certified public accountants
of nationally recognized standing, acceptable to the Administrative Agent,
prepared in accordance with Generally Accepted Accounting Principles on a
consolidated basis for the Company and its Subsidiaries, including balance
sheets as of the end of such period, related profit and loss and reconciliation
of surplus statements (consolidated only), and a statement of cash flows
(consolidated only), setting forth in comparative form the figures for the
previous fiscal year, accompanied by (i) a letter from said accountants
substantially in the form of Exhibit L hereto and (ii) a certificate of said
accountants that, in the course of their examination necessary for their
certification of the foregoing, they have obtained no knowledge of any Default
or Unmatured Default, or

if, in the opinion of such accountants, any Default or Unmatured Default shall
exist, stating the nature and status thereof.

(b) Within 30 days after the end of each calendar month, for the
Company and its Subsidiaries, consolidated and consolidating unaudited balance
sheets and Capital Expenditure statements as at the close of each such month and
consolidated profit and loss statements for such month and for the period from
the beginning of the Company's fiscal year to the end of such month, in each
case prepared in accordance with Generally Accepted Accounting Principles and
setting forth in comparative form the corresponding figures for the comparable
periods in the preceding fiscal year, for the period from the beginning of such
fiscal year to the end of such month, and, in each case, in comparative form the
corresponding figures for the corresponding items in the budget for such periods
delivered by the Company to the Administrative Agent and the Lenders pursuant to
Section 6.1(c), all certified by the Company's Treasurer or Chief Financial
Officer and prepared in accordance with Generally Accepted Accounting
Principles, except with respect to the unaudited balance sheets which are not
adjusted to reflect (1) the carrying value of barter receivables and barter
payables in accordance with FASB No. 63 and (2) the classification of
outstanding debt between short term and long term. In addition, such statements
will not include footnotes.

(c) As soon as available, (i) but in any event within 45 days after
the beginning of each fiscal year of the Company, a copy of the annual budget
prepared on a monthly basis for the Company and each market with respect to the
Radio Stations and Television Stations for such fiscal year reflecting cash flow
requirements and results of operations and (ii) any revisions to the budgets
previously delivered.

(d) Together with the financial statements required to be delivered
under Section 6.1(a) and the financial statements required to be delivered under
Section 6.1(b) for the last month of each fiscal quarter of the Company and, at
the Required Lenders' option, the financial statements required to be delivered
under Section 6.1(b) for any other month, a duly completed Compliance
Certificate.

(e) Within 180 days after the close of each fiscal year, a statement
of the Unfunded Liabilities of each Parent Plan, certified as correct by an
Authorized Officer of the Company and the Parent.

(f) As soon as possible and in any event within five Business Days
after an Authorized Officer of the Company learns that any Reportable Event has
occurred with respect to any Plan and, in the exercise of such officer's good
faith judgment, such officer determines that such Reportable Event is reasonably
likely to result in payment by the Company and its Subsidiaries in excess of
$4,000,000, in each such case, a statement, signed by the Chief Financial
Officer of the Company, describing said Reportable Event and the action which
the Company or the ERISA Affiliate (if applicable) proposes to take with respect
thereto.

(g) Promptly upon the furnishing thereof to the shareholders of the
Parent, copies of all financial statements, reports and proxy statements so
furnished.

(h) Promptly upon the filing thereof, copies of all registration
statements and annual, quarterly, monthly or other regular reports which the
Parent or any of its Subsidiaries files with the Securities and Exchange
Commission or the FCC.

(i) Simultaneously with delivery to the holders of the Senior
Subordinated Debt, the Citicasters Subordinated Debt or the Liquid Yield Option
Notes, any report, financial statement, notice, certificate or other information
required to be delivered to any holder of Senior Subordinated Debt, Citicasters
Subordinated Debt or Liquid Yield Option Notes, respectively, pursuant to any of
the Senior Subordinated Debt Indentures, the Citicasters Subordinated Debt
Indenture or the Liquid Yield Option Note Documents and copies of all notices of
default delivered to the Company or the Parent by any such holder, promptly upon
receipt thereof by the Company or the Parent.

(j) Prior to or within five days after the date on which any License
is lost as described in Section 7.14, a certificate of an Authorized Officer of
the Company setting forth calculations in reasonable detail of the applicable
Broadcast Cash Flow percentages resulting from any such loss of a License or
Licenses.

(k) As soon as possible and in any event within 30 Business Days
after the end of each fiscal quarter of the Company, a certificate of an
Authorized Officer of the Company setting forth in reasonable detail (i) the
"Leverage Ratio" as defined in each of the Senior Subordinated Debt Indentures
and (ii) if as of the date of such certificate the Citicasters Subordinated Debt
remains outstanding and has not been effectively defeased, the "Debt to
Operating Cash Flow Ratio" as defined in the Citicasters Subordinated Debt
Indenture, in each case calculated as of the end of such fiscal quarter and
setting forth the maximum amount of Indebtedness which could be incurred such
that the Company would, upon such incurrence, not then be in violation of
Section 4.11 of each of the Senior Subordinated Debt Indentures or Section 4.7
of the Citicasters Subordinated Debt Indenture, as the case may be.

(l) In the event that barter revenue or barter expense shall for any
fiscal quarter exceed 5% of total revenues or total expenses, prompt notice
thereof from an Authorized Officer of the Company setting forth the applicable
amounts and the reason for the increase in barter revenue or expense. The
Required Lenders shall have the right following receipt of such notice to
require that computations of Broadcast Cash Flow, Capital Expenditures, Current
Assets, Current Liabilities and Operating Cash Flows shall for such fiscal
quarter and thereafter exclude barter amounts.

(m) Such other information (including non-financial information) as
the Administrative Agent or any Lender may from time to time reasonably request.

Section 6.2 NOTICE OF DEFAULT, LITIGATION ETC. The Company will,
(a) within two Business Days after an Authorized Officer of the Parent or the
Company learns of the occurrence or existence thereof, give notice in writing to
the Administrative Agent of the occurrence of any Default or Unmatured Default
and (b) within five Business Days after an Authorized Officer of the Parent or
the Company learns of the occurrence or existence thereof, give notice to the
Administrative Agent in writing of (i) any litigation or other development
(other than the issuance or adoption of any new federal, state or local statute,
regulation or ordinance or any other development affecting the broadcasting
industry generally), financial or otherwise, which is reasonably likely to
materially adversely affect the business, properties, financial condition or
results of operations of the Parent and its Subsidiaries, taken as a whole, or
of the Company and its Subsidiaries, taken as a whole, or which is reasonably
likely to adversely affect the ability of the Parent, the Company or any of its
Subsidiaries to repay the Obligations as and when due or perform any of their
other respective obligations under the Loan Documents, (ii) the receipt by the
Parent, the Company or any of its Subsidiaries of any notice from any federal,
state or local governmental or regulatory body or authority of the expiration
without renewal, termination, material modification or suspension of, or
institution of any proceedings to terminate, materially modify, or suspend, any
license

granted by the FCC or any other license now or hereafter held by the Parent, the
Company or any of its Subsidiaries which is required to operate any of the Radio
Stations or Television Stations in compliance with all applicable laws and
regulations, (iii) any federal, state or local statute, regulation or ordinance
or judicial or administrative order limiting or controlling the broadcast
operations of the Parent, the Company or any of its Subsidiaries which has been
issued or adopted hereafter and which is of material adverse importance or
effect in relation to the operation of any of the Radio Stations or Television
Stations (other than matters affecting the radio broadcast industry generally)
or (iv) the timely filing by any party of an application to the FCC for an
authorization for a new or modified broadcasting station that is in conflict
with any of the applications of the Parent, the Company or any of its
Subsidiaries for renewal of any licenses of the Radio Stations or Television
Stations.

Section 6.3 FINANCIAL RATIOS.

6.3.1 LEVERAGE RATIO. The Company will maintain, as at the last day of
each fiscal quarter ending during the periods set forth below, a Leverage Ratio
not greater than the ratio set forth below opposite each such period:

Period Ratio
------ -----

Original Closing Date through 06/29/97 7.00:1
06/30/97 through 06/29/98 6.75:1
06/30/98 through 06/29/99 6.25:1
06/30/99 through 06/29/00 5.75:1
06/30/00 through 06/29/01 5.25:1
For each fiscal quarter
ending after 06/29/01 4.75:1

6.3.2 SENIOR LEVERAGE RATIO. The Company will maintain, as at the last
day of each fiscal quarter ending during the periods set forth below, a Senior
Leverage Ratio not greater than the ratio set forth below opposite each such
period:

Period Ratio
------ -----

Original Closing Date through 06/29/97 5.50:1
06/30/97 through 06/29/98 5.25:1
06/30/98 through 06/29/99 4.75:1
06/30/99 through 06/29/00 4.50:1
06/30/00 through 06/29/01 4.25:1
For each fiscal quarter
ending after 06/29/01 4.00:1

6.3.3 INTEREST COVERAGE. The Company will maintain, as at the last day
of each fiscal quarter ending during the periods set forth below, a ratio of
(a) Operating Cash Flow to (b) Cash Interest Expense, in each case calculated
for the four consecutive fiscal quarters then most recently ended for the
Company and its Subsidiaries on a consolidated basis, not less than the ratio
set forth below opposite each such period; PROVIDED, HOWEVER, (i) for the
period ending on the last day of the first fiscal quarter of the Company ended
after the Original Closing Date (which quarter may be less than a full fiscal
quarter), Cash Interest Expense shall be annualized based upon the number of
days in such period from the Original Closing Date to the last day of such first
fiscal quarter ended after the Original Closing Date, (ii) for the period ending
on the last day of the second fiscal quarter of the Company ended after the
Original Closing Date, Cash Interest Expense will be the product of (A) the sum
of (x) Cash Interest Expense from clause (b)(i) above divided by 4 PLUS actual
Cash Interest Expense for the period from the first day of such second fiscal
quarter to the last day of such second fiscal quarter, MULTIPLIED BY (B) 2,
(iii) for the period ending on the last day of the third fiscal quarter of the
Company ended after the Original Closing Date, Cash Interest Expense will be the
product of (A) the sum of (x) Cash Interest Expense set forth in clause (b)(i)
above divided by 4 PLUS actual Cash Interest Expense for the period from the
first day of such second fiscal quarter to the last day of such third fiscal
quarter, MULTIPLIED BY (B) 1.33, and (iv) for the period ending on the last day
of the fourth fiscal quarter of the Company ended after the Original Closing
Date, Cash Interest Expense will be the sum of (A) an amount equal to the

amount of Cash Interest Expense set forth in clause (b)(i) above DIVIDED BY 4,
and (B) actual Cash Interest Expense for the period from the first day of such
second fiscal quarter to the last day of such fourth fiscal quarter:

Period Ratio
------ -----

Original Closing Date through 06/29/97 1.50:1
06/30/97 through 06/29/98 1.75:1
For each fiscal quarter
ending after 06/29/98 2.00:1

6.3.4 FIXED CHARGE COVERAGE. The Company will maintain, as at the last
day of any fiscal quarter a ratio of (i) Operating Cash Flow to (ii) Fixed
Charges, in each case calculated for the four consecutive fiscal quarters then
most recently ended for the Company and its Subsidiaries on a consolidated
basis, of not less than 1.05 to 1.0; PROVIDED, HOWEVER, that for each quarterly
period ending on the last day of each of the first, second, third and fourth
fiscal quarters of the Company ended after the Original Closing Date, (A) the
Cash Interest Expense component of Fixed Charges shall be determined as provided
in Section 6.3.3 and (B) the components of Fixed Charges contained in clauses
(iii), (iv) and (v) of the definition of Fixed Charges shall be determined on a
consolidated historical PRO FORMA twelve-month trailing basis as if the
transactions occurring on the Original Closing Date had occurred on the first
day of such first fiscal quarter.

Section 6.4 CONDUCT OF BUSINESS; MAINTENANCE OF LICENSES. The Company
will, and will cause each of its Subsidiaries to, (a) carry on and conduct the
business conducted (or proposed to be conducted, as contemplated by the
Information Memorandum dated January 1997 relating to the Company) by the
Company and its Subsidiaries on the Effectiveness Date and any and all
businesses that in the good faith judgment of the Board of Directors of the
Company are materially related businesses; (b) do all things necessary to remain
duly incorporated, validly existing and in good standing as a domestic
corporation in its jurisdiction of incorporation and maintain all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted; and (c) do all things necessary to renew, extend and continue in
effect all permits, licenses and authorizations which may at any time and from
time to time be necessary to operate the Radio Stations and Television Stations
in compliance with all applicable laws and regulations.

Section 6.5 TAXES. The Company will, and will cause each of its
Subsidiaries to, pay, before they become delinquent, all taxes, assessments and
governmental charges and levies upon it or its income, profits or property
(including any interest, penalties or additions with respect thereto), except
those which are being contested in good faith by appropriate proceedings and
with respect to which adequate reserves have been set aside in accordance with
Generally Accepted Accounting Principles.

Section 6.6 INSURANCE. The Company will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurance
companies insurance on all their property in such amounts and covering such
risks as is consistent with sound business practice and is acceptable to the
Required Lenders, and the Company will furnish to any Lender upon request full
information as to the insurance carried and shall maintain the Administrative
Agent and the Lenders as named additional insureds as their interest may appear
on each such policy and each such policy, as appropriate, shall contain a
lender's loss payee endorsement in form and substance satisfactory to the
Administrative Agent in favor of the Administrative Agent on behalf of the
Agents and the Lenders.

Section 6.7 COMPLIANCE WITH LAWS AND FCC FILINGS IN CONNECTION WITH LOAN
DOCUMENTS. The Company will, and will cause each of its Subsidiaries to, comply
with all laws (including, without limitation, the Communications Act), rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
it may be subject, including, without limitation, all Environmental Laws and all
rules and regulations promulgated by the FCC and all FCC authorizations, except
where the failure to so comply would not have a material adverse effect on the
business, properties, financial condition or results of operations of the Parent
and its Subsidiaries, taken as a whole, or of the Company and its Subsidiaries,
taken as a whole, and would not result in the loss, cancellation, rescission,
termination or revocation of any broadcast license granted to the Company or any
of its Subsidiaries by the FCC. Within five days after the Effectiveness Date,
the Company shall have made all necessary filings with the FCC, if any, in
connection with the execution, delivery and performance of the Loan Documents
and the transactions contemplated thereby, including, without limitation, the
applicable FCC filings set forth on Schedule 5.3 hereto.

Section 6.8 MAINTENANCE OF PROPERTIES. The Company will, and will cause
each of its Subsidiaries to, do all things necessary to maintain, preserve,
protect and keep its properties in good repair, working order and condition, and
make all necessary and proper repairs, renewals and replacements so that its
business carried on in connection therewith may be properly conducted at all
times.

Section 6.9 INSPECTION, ETC. The Company will, and will cause each of its
Subsidiaries to, permit the Administrative Agent and any Lender, by their
respective representatives and agents, to inspect any of the properties,
corporate books and financial records of the Company and each of its
Subsidiaries, to examine and (except in the case of confidential information
relating to the Company's relationship with third parties) make copies of the
books of accounts and other financial records of the Company and each of its
Subsidiaries, and to discuss the affairs, finances and accounts of the Company
and each of its Subsidiaries with, and to be advised as to the same by, their
respective officers at such reasonable times and intervals as any Lender may
designate by reasonable prior notice to the Company. The Company shall provide
to the Administrative Agent such appraisals of the Parent's, the Company's and
each of its Subsidiaries' properties as the Administrative Agent or any Lender
is required to obtain by any law or governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law), or any
interpretation thereof, including, without limitation, the provisions of Title
XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989,
and any rules promulgated to implement such provisions.

Section 6.10 RESTRICTED PAYMENTS. The Company will not, nor will it
permit any of its Subsidiaries to, (a) declare or pay any dividends on its
capital stock, or return any capital to its stockholders or authorize or make
any other distribution, payment or delivery of property or cash to its
stockholders in respect of its capital stock, (b) redeem, repurchase or
otherwise acquire or retire, directly or indirectly, any of its capital stock or
the capital stock of the Parent at any time outstanding (or any options,
warrants or rights issued with respect to its capital stock) or (c) make any
payment or prepayment of principal of, premium, if any, or interest on,
redemption, conversion, exchange, purchase, retirement, defeasance, sinking fund
or similar payment with respect to, any Subordinated Debt or set aside any funds
for any of the foregoing purposes (collectively, the "Restricted Payments"),
except: (i) so long as no Default or Unmatured Default shall have occurred and
be continuing or would result therefrom, the Company may declare and pay
dividends to the Parent for the purposes of repurchasing the Parent's stock but
only to the extent such stock repurchases constitute Permitted Stock Repurchases
by the Parent, PROVIDED, HOWEVER, prior to the payment of any such dividend by
the Company, the Parent shall have delivered to the Administrative Agent an
officer's certificate executed by

an Authorized Officer of the Parent stating that the proceeds of such dividends
shall be used by the Parent for the repurchase of Parent's stock which purchase
constitutes a Permitted Stock Repurchase; (ii) so long as no Default or
Unmatured Default shall have occurred and be continuing or would result
therefrom, the Company may declare and pay dividends during any fiscal year in
an amount not to exceed 50% of Excess Cash Flow for the immediately preceding
fiscal year, PROVIDED, HOWEVER, in any fiscal year (the "Current Fiscal Year")
in which the Leverage Ratio was equal to or greater than 5.00 to 1.00 at the end
of such preceding fiscal year, the Company shall only be permitted to pay
dividends to the Parent in an amount not to exceed 25% of Excess Cash Flow
during the Current Fiscal Year; (iii) any Wholly-Owned Subsidiary may declare
and pay dividends to the Company; (iv) so long as no Default or Unmatured Event
of Default shall have occurred and be continuing or would result therefrom, the
Company may declare and pay dividends to the Parent in an amount necessary to
permit the Parent to satisfy its legally required obligations in respect of
dissenter's rights for shareholders of the Parent; (v) the Company may make the
scheduled periodic payments of interest in respect of any Subordinated Debt
permitted under Section 6.11(g) in accordance with the terms thereof (as in
effect on the Effectiveness Date or, if such Subordinated Debt is issued after
the Effectiveness Date, on the date of issuance of such Subordinated Debt or as
amended in accordance with the terms of this Agreement), but subject to the
subordination provisions contained in the Senior Subordinated Debt Indentures,
the Citicasters Subordinated Debt Indenture or other indenture, agreement or
instrument pursuant to which such Subordinated Debt is issued, as applicable;
and (vi) the Company may defease the Citicasters Subordinated Debt. The Parent
may use dividends and distributions permitted by clause (ii) of this
Section 6.10 for any corporate purpose, including the repurchase of Parent's
stock; and stock so repurchased shall not be considered to be Permitted Stock
Repurchases in calculating the limitation on Permitted Stock Repurchases.
Neither the assumption nor the payment of Indebtedness of any Person being
acquired by the Parent as part of a Permitted Acquisition shall be deemed to be
prohibited by this Section 6.10, whether such Indebtedness is paid directly by
the Company or any of its Subsidiaries or is paid with the proceeds of any
dividend or other distribution by the Company to the Parent, so long as the
acquired Person is immediately upon the acquisition thereof contributed to the
Company as a capital contribution.

Section 6.11 INDEBTEDNESS. The Company will not, nor will it permit any
of its Subsidiaries to, create, incur or suffer to exist any Indebtedness
except:

(a) Indebtedness under this Agreement and the other Loan Documents,
including, without limitation, Indebtedness consented to by the Required Lenders
to the extent such Indebtedness is permitted to be incurred pursuant to
Section 8.2(d).

(b) Guarantees (excluding Guarantees of obligations of Subsidiaries
of the Company to the extent that the obligations guaranteed thereby do not
constitute Indebtedness and the obligations so guaranteed are permitted to be
incurred by such Subsidiary hereunder), in an amount not to exceed, without
duplication when aggregated with the Indebtedness permitted under clauses (d)
and (f) of this Section 6.11, $10,000,000 at any one time outstanding.

(c) Indebtedness of (i) the Company to any Wholly-Owned Subsidiary
(other than an Excluded Subsidiary and other than IR) provided that any such
Indebtedness is subordinated to the Obligations on subordination terms
satisfactory to the Administrative Agent, (ii) any Wholly-Owned Subsidiary to
any other Wholly-Owned Subsidiary (other than an Excluded Subsidiary and other
than IR) to the extent, but only to the extent, that the proceeds of such
Indebtedness are used by Subsidiaries of the Company for working capital and
other general corporate purposes of such Subsidiary or (iii) any

Wholly-Owned Subsidiary (other than an Excluded Subsidiary and other than IR) to
the Company (A) to the extent, but only to the extent, that the proceeds of such
Indebtedness are used by such Wholly-Owned Subsidiary for working capital and
other general corporate purposes of such Subsidiary which Indebtedness is
evidenced by Intercompany Demand Notes which have been pledged and delivered to
the Administrative Agent, duly endorsed in blank by the Company, pursuant to the
Company Pledge Agreement or (B) with respect to Intercompany Acquisition Loans,
which Indebtedness is evidenced by Intercompany Acquisition Notes which have
been pledged and delivered to the Administrative Agent, duly endorsed in blank
by the Company, pursuant to the Company Pledge Agreement; provided that with
respect to each Intercompany Acquisition Note executed by any such Subsidiary in
favor of the Company, the Company shall cause each such Subsidiary to enter into
such Mortgage, Uniform Commercial Code financing statements and amendments to
Mortgages as may be reasonably requested by the Administrative Agent.

(d) Indebtedness incurred to fund Capital Expenditures to the extent
permitted pursuant to Section 6.18 in an amount not to exceed, when aggregated
with the Indebtedness permitted under clauses (b) and (f) of this Section 6.11,
$10,000,000 at any one time outstanding.

(e) Existing Indebtedness identified on Schedule 6.11(e) hereto.

(f) Additional Indebtedness in an amount not to exceed, when
aggregated with Indebtedness permitted under clauses (b) and (d) of this
Section 6.11, $10,000,000 at any one time outstanding.

(g) The Senior Subordinated Debt, the Citicasters Subordinated Debt
and additional Subordinated Debt to be incurred by the Company after the
Effectiveness Date and Guaranties by the Parent and the Subsidiaries of the
Company thereof; provided with respect to any Subordinated Debt issued after the
Effectiveness Date that (i) such additional Subordinated Debt shall be issued at
market rates and on terms (including, without limitation, maturity,
amortization, interest, premiums, fees, covenants, events of default and
remedies) substantially similar to (and in any event not different in any manner
materially adverse to the Lenders from) the Senior Subordinated Debt, as
determined by the Agents in their sole discretion, (ii) no Default or Unmatured
Default shall exist at the time such Subordinated Debt is issued or shall result
from the issuance thereof, (iii) the proceeds from the issuance of such
Subordinated Debt are applied pursuant to Section 2.8(d), (iv) the Company shall
be in compliance with the financial ratios set forth in Section 6.3 on a PRO
FORMA basis after giving effect to the incurrence of such Subordinated Debt for
the four completed fiscal quarters immediately preceding the issuance thereof,
determined as if such issuance had occurred on the first day of such four fiscal
quarter period, and (v) the Company shall have delivered to the Administrative
Agent and each Lender a certificate of an Authorized Officer of the Company
certifying compliance with clauses (i) through (iv) above, setting forth the
calculations with respect thereto.

Section 6.12 MERGER. The Company will not, nor will it permit any of its
Subsidiaries to, merge or consolidate with or into any other person, except that
(i) any Wholly-Owned Subsidiary not holding an FCC Broadcast Station License may
merge into the Company or another Wholly-Owned Subsidiary and (ii) a Subsidiary
of the Company may merge with or into a Subsidiary of the Company or another
Person (other than the Company) in connection with, and for the purpose of
consummating a Permitted Acquisition. Notwithstanding the foregoing, in any
such merger or consolidation either a Subsidiary of the Company which has issued
a Subsidiary Guaranty shall be the surviving corporation or the surviving
corporation shall enter into a new Subsidiary Guaranty, a Subsidiary Security
Agreement, a

Subsidiary Mortgage and, if applicable, a Subsidiary Pledge Agreement and a
Subsidiary Trademark Security Agreement.

Section 6.13 SALE OF ASSETS. From and after the Effectiveness Date, the
Company will not, nor will it permit any of its Subsidiaries to, without the
prior written approval of the Required Lenders, lease, sell, transfer or
otherwise dispose of any of its property, assets or business to any other Person
(a "Disposition") except for:

(a) Dispositions of inventory or of equipment which is no longer
useful or is obsolete or is being replaced, in each case in the ordinary course
of business;

(b) Dispositions of those assets described in Schedule 6.13 hereto
with respect to which the Company or the Parent has entered into negotiations
prior to the date hereof;

(i) during any four-quarter period, the Station Broadcast Cash
Flow of the Radio Stations or Television Stations being disposed of (other
than those which are disposed of as Excluded Television Station Sales) does
not exceed, in the aggregate, 15% of Broadcast Cash Flow during that four-
quarter period; and

(ii) the aggregate Station Broadcast Cash Flow of Radio Stations
or Television Stations disposed of since the Effectiveness Date, including
the proposed disposition (but excluding Television Stations disposed of as
Excluded Television Station Sales), would not exceed 30% of Broadcast Cash
Flow for the four-quarter period ended immediately prior to the date of the
then-proposed disposition. For the purposes of paragraph (f) of this
Section 6.13 and this paragraph (c); the "Station Broadcast Cash Flow" of
each Radio Station or Television Station disposed of shall mean the
Broadcast Cash Flow of such station for the four-quarter period ended
immediately prior to the date such station was disposed of or is currently
proposed to be disposed of. The Station Broadcast Cash Flow so calculated
for each station shall remain the Station Broadcast Cash Flow of such
station for all future calculations of Station Broadcast Cash Flow.

The Company shall deliver a certificate of an Authorized Officer of the
Company to the Administrative Agent on or prior to the date on which the Company
or any of its Subsidiaries makes or proposes to make a Disposition pursuant to
this Section 6.13(c) setting forth calculations in reasonable detail of the
applicable Station Broadcast Cash Flow/Broadcast Cash Flow percentages resulting
from any such Disposition and certifying compliance with this Section 6.13(c).
For purposes of this Section 6.13(c) any Station Broadcast Cash Flow relating to
the Disposition of (A) any Radio Station located in St. Louis or Kansas City,
(B) the Q102 radio station, as described in the Confidential Information
Memorandum dated January 1997 relating to the Company or (C) any radio station
disposed of as part of any Acquisition set forth on Schedule 1.2 hereto, shall
not be included in determining compliance with the 15% and 30% limits set forth
in clauses (i) and (ii) hereof above.

(d) Dispositions of Non-broadcast Assets so long as the proceeds of
such Dispositions are applied to Permitted Non-broadcast Proceeds Applications
or to repay Obligations in accordance with the terms and provisions of
Section 2.8(b);

(e) Dispositions in connection with (i) a swap of any Television
Station for one or more radio stations (including, without limitation, any
Television Station acquired in a Television Swap Acquisition pursuant to
Section 6.18(a)) or (ii) a swap of any radio stations or properties related
thereto acquired for cash after the Original Closing Date for a purchase price
of less than $75,000,000 for one or more radio stations (each transaction under
clause (i) or (ii), a "Permitted Swap Disposition"). In the event all or part
of the consideration for the disposition of any radio station described in
clause (ii) above is received in cash and such cash is used within 180 days of
receipt thereof to acquire any radio property or Television Station acquired
pursuant to Section 6.15 and satisfying section (f) of the definition of
Permitted Acquisition (any such Television Station, a "Permitted Television
Station"), the radio station initially disposed of shall be deemed to have been
swapped for such newly acquired radio property or Permitted Television Station
as of the date of such acquisition in a Permitted Swap Disposition. Any assets
received in connection with a Permitted Swap Disposition shall have a Fair
Market Value, determined in good faith by the Company, at least equal to the
assets transferred by the Company and its Subsidiaries as a result of such
Permitted Swap Disposition; for purposes of calculating compliance with the 15%
and 30% limits set forth in clauses (i) and (ii) of paragraph (c) above to the
extent that such consideration is not reinvested as provided for in this clause
(e), the Company and its Subsidiaries shall be deemed to have disposed of a
portion of the Station Broadcast Cash Flow of each Television Station or radio
station transferred by them in any Permitted Swap Disposition equal to the
percentage of the aggregate Fair Market Value of all the consideration received
by any of them in such Permitted Swap Disposition that is represented by cash or
consideration other than radio properties or Television Stations at the time of
such determination;

(f) Dispositions of Television Stations after the Effectiveness Date
that have Station Broadcast Cash Flow not exceeding $15,000,000 in the aggregate
("Excluded Television Station Sales"); and

(g) Dispositions constituting Tower Leases, provided that each Tower
Lease is subject and subordinate to the mortgage of the Lenders on the
applicable tower. The Lenders hereby authorize and direct the Administrative
Agent to enter into any agreement of quiet enjoyment or non-disturbance the
Administrative Agent believes necessary or appropriate in connection with any
Tower Lease.

Notwithstanding the foregoing, no Disposition shall be permitted under
clauses (b) through (g) above (i) if a Default shall have occurred and be
continuing or a Default or Unmatured Default shall result therefrom and
(ii) unless the board of directors of the Company determines in good faith that
the Company or such Subsidiary of the Company, as applicable, receives Fair
Market Value for such Disposition, it being understood that in the event a
qualified intermediary is used in connection with any Disposition, the
determination of Fair Market Value shall be determined based upon the
consideration initially received by the qualified intermediary from the third
party. All of the net cash proceeds of any Disposition shall be applied as
specified in Section 2.8, and all other proceeds shall be pledged to the
Administrative Agent to secure the Obligations, and when and as such proceeds
are reduced to cash, such cash shall be applied as specified in Section 2.8;
provided that, if any Cash Equivalents are received as proceeds from any such
Disposition, all such Cash Equivalents must be converted into or reduced to cash
within two (2) Business Days after the date of any such Disposition and such
cash proceeds must immediately be applied as specified in Section 2.8(b).

A qualified intermediary (as defined in Treasury Regulation 1.1031(k)-
1(g)(4)) shall not be used in connection with any Disposition if as a result of
such use the aggregate amount of assets held in qualified intermediaries would
be in excess of $15,000,000, unless the Company shall have delivered to

the Administrative Agent, prior to and as a condition of such use, a certificate
of an Authorized Officer of the Company stating that (A) as of the last day of
and for the most recent twelve-month period for which financial statements have
been delivered pursuant to Section 6.1, the Company is in compliance on a PRO
FORMA basis with all covenants (including, without limitation, financial
covenants) after giving effect to such Disposition as if it had been consummated
on the first day of such period but without giving effect to the receipt of any
proceeds that will be held by the qualified intermediary, (B) immediately before
and after giving effect to such Disposition, all the representations and
warranties set forth in the Loan Documents shall be true and correct in all
material respects (except those representations and warranties that speak only
as of a different date) and no Default or Unmatured Default shall exist and
(C) to the best of such officer's knowledge, there is no circumstance or event
existing or reasonably likely to occur that could reasonably be expected to
result in a Default existing at any time that assets will be held in a qualified
intermediary in respect of such Disposition. In the event that the Leverage
Ratio would be 5.5 to 1 or greater or the Senior Leverage Ratio would be 4.0 to
1 or greater, in each case on a PRO FORMA basis as so determined for such day
and period, the maximum aggregate amount of assets that may be held in qualified
intermediaries after giving effect to such Disposition shall be $50,000,000,
PROVIDED that in connection with the Par/Entercom and the Q-102 transactions
described on Schedule 1.2 hereto (a) a maximum aggregate amount of up to
$61,000,000 may be deposited with qualified intermediaries at any one time
consisting solely of up to $16,000,000 in respect of the Q-102 transaction and
up to $45,000,000 in respect of such Par/Entercom transaction and (b) during the
period beginning five Business Days before the date of the closing of the Par
acquisition described on Schedule 1.2 hereto and ending on such date an
additional amount of up to $27,000,000 may be deposited with qualified
intermediaries in respect of the Par/Entercom transaction. In each case in
which a qualified intermediary is used, the Company shall (i) have determined
that such qualified intermediary is creditworthy and is capable of performing
its obligations as a qualified intermediary and (ii) in any agreement with such
qualified intermediary provide that all payments to be made to the Company, the
Parent or any of their Subsidiaries by the qualified intermediary shall be made
to a cash collateral account established by the Administrative Agent under the
Cash Collateral Account Agreement for such purpose.

The Company will not, nor will it permit any of its Subsidiaries to, sell,
discount (except to the obligor thereof in the ordinary course of business) or
otherwise dispose of any Receivables or any interest therein, with or without
recourse, other than Receivables generated by a Radio Station or a Television
Station which are sold to a purchaser of such Radio Station or such Television
Station, respectively.

Section 6.14 SALE AND LEASEBACK. The Company will not, nor will it permit
any of its Subsidiaries to, sell or transfer any property in order to
concurrently or subsequently lease as lessee such or similar property.

Section 6.15 INVESTMENTS AND ACQUISITIONS. The Company will not, nor will
it permit any of its Subsidiaries to, make or suffer to exist any Investments
(including, without limitation, loans and advances to, and other Investments in,
the Company or its Subsidiaries), or commitments therefor, or to create any
Subsidiary or to become or remain a partner in any partnership or joint venture,
or to make any Acquisition of any interest in any Person, except for:

(i) Permitted Acquisitions which may be consummated without violating
any of the other terms hereof, provided that the Administrative Agent for
the benefit of the Agents and the Lenders has received a perfected first
priority security interest in the assets so acquired or the assets and
stock of the Subsidiary so acquired which shall be used to accomplish any
such Acquisition as required pursuant to Section 2.17, provided further,
however, that the Lenders

agree that the Administrative Agent will not receive a security interest in
either such assets or stock if and to the extent that such security
interest in favor of the Administrative Agent would violate applicable law;
and

(ii) the following Investments, so long as the Administrative Agent
for the benefit of the Agents and the Lenders has received a perfected
first priority security interest in such Investments except for (1) the
Investments described in Section 6.15(c)(iv); (2) the Investments described
in Section 6.15(g) (to the extent that such Investments are not evidenced
by stock certificates or, if any Investment is in an amount of $1,000,000
or more, other instruments); (3) to the extent not permitted with respect
to the Investments described on Schedule 6.15(f) hereto or (4) investments
described in Section 6.15(h):

(a) Short-term obligations of, or fully guaranteed by, the
United States of America.

(b) Commercial paper or money market mutual funds rated A-1 or
better by Standard and Poor's Ratings Group or P-1 or better by ▇▇▇▇▇'▇
Investors Service, Inc. or the Dreyfus Cash Management Fund or the American
Advantage Money Market Fund.

(c) Demand deposit accounts maintained in the ordinary course of
business at one or more of the Lenders or pursuant to an account agreement
which shall be satisfactory to the Administrative Agent, and (i) ▇▇▇▇▇ cash
in an amount not to exceed, in the aggregate for all Radio Stations and
Television Stations, $750,000 plus an additional $12,000 following the
consummation of each Acquisition at any time after the Effectiveness Date,
(ii) accounts established by the Company or any of its Subsidiaries in
connection with promotions with funds and other amounts credited thereto
not to exceed $50,000 in the aggregate at any time, (iii) payroll accounts,
provided that the amount credited thereto shall not on any day exceed the
sum of all payroll checks then outstanding plus the aggregate amount of all
payroll checks to be issued on the next Business Day plus $10,000, (iv) an
account maintained by the Company to fund withdrawals from its 401(k) plan,
provided that amounts credited thereto shall not exceed the sum of all
401(k) withdrawals then pending plus $500, (v) disbursement accounts,
provided that amounts credited thereto shall not on any day exceed the
amount of checks presented for payment on such account and which remain
unpaid, and (vi) funds held pursuant to customary lock-box arrangements,
provided that such funds shall be deposited in an account maintained at one
or more of the Lenders or pursuant to an account agreement satisfactory to
the Administrative Agent not later than one Business Day after the day on
which funds are first deposited in any such lock-box.

(d) Certificates of deposit issued by and time deposits with
commercial banks (whether domestic or foreign) having capital and surplus
in excess of $500,000,000.

(e) Loans and advances constituting Indebtedness of the Company
or a Wholly-Owned Subsidiary permitted by the terms of Section 6.11(c),
provided that, with respect to any such Indebtedness of a Wholly-Owned
Subsidiary to the Company, such Indebtedness shall be evidenced by an
Intercompany Demand Note or an Intercompany Acquisition Note which has been
pledged and delivered to the Administrative Agent (duly endorsed in blank)
pursuant to the Company Pledge Agreement and shall be secured by
substantially all of the assets of such Subsidiary pursuant to the
Intercompany Security Agreement.

(f) The Investments set forth on Schedule 6.15(f) hereto.

(g) Additional Investments not exceeding, in the aggregate for
the Company and its Subsidiaries, $30,000,000 at any one time outstanding,
provided that no Default shall have occurred and be continuing at the time
any such Investment pursuant to this Section 6.15(g) is made or would
result therefrom, provided further that no such additional Investments
shall be made in any Excluded Subsidiary or in the Parent, Z/C or any of
their Affiliates (other than Subsidiaries of the Company which are not
Excluded Subsidiaries).

(h) Funds, in an amount not in excess of $30,000 maintained in a
segregated account at KeyBank National Association, in which the
Administrative Agent and the Lenders shall not have a Lien, which funds
shall be used for the purpose of making payments in respect of cash option
elections and fractional shares and fractional warrants.

Section 6.16 GUARANTIES. The Company will not, nor will it permit any of
its Subsidiaries to, make or suffer to exist any Guaranty (including, without
limitation, any Guaranty of the obligations of a Subsidiary of the Company),
except (a) Guaranties arising under the Collateral Documents, (b) those
Guaranties identified on Schedule 6.11(e), (c) Guaranties of obligations of
Subsidiaries of the Company to the extent that the obligations guaranteed
thereby do not constitute Indebtedness and the obligations so guaranteed are
permitted to be incurred by such Subsidiary hereunder and (d) Guaranties
permitted under Sections 6.11(b), 6.11(f) and 6.11(g).

Section 6.17 LIENS. The Company will not, nor will it permit any of its
Subsidiaries to, create, incur, or suffer to exist any Lien in, of or on any of
the property or assets of the Company or any of its Subsidiaries, except:

(a) Liens for taxes, assessments or governmental charges or levies on
its property and assets if the same shall not, at the time, be delinquent or
thereafter can be paid without penalty, or are being contested in good faith and
by appropriate proceedings diligently conducted and with respect to which the
Company or such Subsidiary is maintaining adequate reserves in accordance with
Generally Accepted Accounting Principles.

(b) Liens imposed by law, such as carriers', warehousemen's and
mechanics' liens and other similar liens arising in the ordinary course of
business which secure payment of obligations not more than sixty (60) days past
due or are being contested in good faith and by appropriate proceedings
diligently conducted and with respect to which the Company or such Subsidiary is
maintaining adequate reserves in accordance with Generally Accepted Accounting
Principles.

(c) Liens arising out of pledges or deposits under worker's
compensation laws, unemployment insurance, old age pensions, or other social
security or retirement benefits, or similar legislation and deposits made in the
ordinary course of business to secure obligations to public utilities and under
leases and contracts (other than contracts for Indebtedness).

(d) Utility easements, building restrictions, reservations,
encroachments, easements, exceptions, rights-of-way, covenants, conditions and
such other title exceptions, encumbrances or charges against real property as
are of a nature generally existing with respect to properties of a similar
character and which do not in any material way affect the marketability of the
same or interfere with the use thereof in the business of the Company or its
Subsidiaries.

(e) Attachments, judgments and other similar Liens arising in
connection with court proceedings, provided that the execution or other
enforcement of such Liens is effectively stayed and the claims secured thereby
are being contested in good faith by appropriate proceedings diligently
conducted.

(f) Liens on property of a Subsidiary of the Company, provided that
such Liens secure only obligations owing by such Subsidiary of the Company or
another Subsidiary of the Company and are assigned to the Administrative Agent
for the ratable benefit of the Lenders.

(g) Liens in favor of the Administrative Agent and the Lenders
created pursuant to the Collateral Documents.

(h) Liens granted to secure the Indebtedness permitted by
Section 6.11(d) or (f), provided that no such Lien shall extend to any property
other than the property purchased concurrently with the incurrence of such
Indebtedness.

(i) Existing Liens identified on Schedule 6.17(i) hereto.

(j) In the event the Company shall defease all or part of the
Citicasters Subordinated Debt, Liens arising in favor of the holders thereof in
respect of the assets used to defease the Citicasters Subordinated Debt.

Section 6.18 CAPITAL EXPENDITURES. The Company will not, nor will it
permit any of its Subsidiaries to, make, or commit to make, without double-
counting, Capital Expenditures (other than Capital Expenditures made with
insurance proceeds to repair or replace damaged, destroyed, lost or stolen fixed
assets not in excess of $5,000,000 per fiscal year and Capital Expenditures
financed with Net Cash Proceeds from the asset sales made by the Company and its
Subsidiaries in the ordinary course of their respective businesses which are
permitted to be retained by the Company and its Subsidiaries pursuant to
Section 2.8) other than the following:

(a) Permitted Acquisitions.

(b) Capital Expenditures incurred by the Company and its Subsidiaries
in connection with broadcast radio or television operations owned or managed by
the Company and its Subsidiaries on the Original Closing Date in an amount not
to exceed the sum of $10,000,000 PLUS the applicable New Station Capex Increase
(if any) in the aggregate during any fiscal year of the Company (collectively,
the "Existing Radio Expenditure Maximum").

(c) Capital Expenditures incurred by the Company and its Subsidiaries
in connection with broadcast radio or television stations (other than those
referred to in clause (b) of this Section 6.18) which are acquired by the
Company and its Subsidiaries after the Original Closing Date (each, a "New
Station") in an amount not to exceed $300,000 for each such New Station or
multiple New Stations using a single facility during the fiscal year in which
such radio operations are first acquired ("New Radio Expenditure Maximum").

(d) Capital Expenditures incurred by the Company and its Subsidiaries
in connection with the acquisition of a studio facility in Tampa, Florida in an
amount not to exceed $3,000,000.

Notwithstanding the foregoing, if in any fiscal year of the Company, the
Company expends or commits to expend, without double-counting, less than the
Existing Radio Expenditure Maximum or the New Radio Expenditure Maximum for any
broadcast radio station, an amount equal to the difference between the Existing
Radio Expenditure Maximum or the New Radio Expenditure Maximum for any broadcast
radio station, as the case may be, and the amount actually expended or committed
to be expended, without double-counting, in such fiscal year may be expended in
the immediately subsequent fiscal year in addition to the Existing Radio
Expenditure Maximum or the New Radio Expenditure Maximum for such broadcast
radio station, respectively, otherwise permitted to be expended in such
subsequent year.

Section 6.19 RENTALS. The Company will not, nor will it permit any of its
Subsidiaries to, create, incur or suffer to exist obligations for Rentals in
excess of $10,000,000 during any one fiscal year in the aggregate for the
Company and its Subsidiaries.

Section 6.20 AFFILIATES. Except for transactions described in Schedule
6.20 hereto, the Company will not, and will not permit any of its Subsidiaries
to, enter into any transaction (including, without limitation, the purchase or
sale of any property or service), with, or make any payment or transfer to, any
Affiliate except in the ordinary course of business and pursuant to the
reasonable requirements of the Company's or such Subsidiary's business and upon
fair and reasonable terms no less favorable to the Company or such Subsidiary
than the Company or such Subsidiary would obtain in a comparable arm's-length
transaction and except that the Company and its Subsidiaries may enter into tax
sharing arrangements with the Parent pursuant to which the Company and its
Subsidiaries may make payments to the Parent with respect to the Company's
federal, state, or local income or franchise tax liabilities where the Company
is included in a consolidated, unitary or combined return filed by the Parent
pursuant to an agreement in form and substance acceptable to the Agents;
provided that the aggregate amount of payments made by the Company and its
Subsidiaries pursuant to any such agreement shall not exceed the hypothetical
stand-alone liability of the Company and its Subsidiaries for such taxes
(determined as if the Company and its Subsidiaries were a separate consolidated,
unitary or combined group).

Section 6.21 MANAGEMENT FEES. The Company will not, nor will it permit
any of its Subsidiaries to, pay or become obligated to pay, any management or
other similar fee to Z/C, any of its Affiliates or the Parent other than (a) to
Z/C or any of its Affiliates for reasonable and customary fees for services
actually rendered by professionals, (b) to the Parent to reimburse the Parent
for actual, reasonable out-of-pocket administrative, accounting, legal and rent
expense incurred directly by the Parent on behalf of the Company and its
Subsidiaries in the ordinary course of business and pursuant to the reasonable
requirements of the Company's and its Subsidiaries' business and (c) the Company
may pay to the Parent an annual management fee ("Annual Management Fee") payable
only one time during the last ten (10) days of each calendar year, in a maximum
amount equal to $100,000 in excess of the original issue discount on the Liquid
Yield Option Notes for such calendar year. The Annual Management Fee may be
paid in cash, provided that any payments received by Parent will be deposited in
the Parent Account and are subject to the provisions of the Parent Account
Assignment and the Parent Guaranty.

Section 6.22 INTEREST RATE PROTECTION, ETC. (a) At any time when the
one-month Eurodollar Base Rate equals or exceeds 8.00% per annum, the Company
shall enter into (to the extent it has not already done so) interest rate
protection agreements (each, a "Rate Hedging Agreement") with one or more
financial institutions (provided that such financial institution or financial
institutions are offering

terms and conditions generally available within the applicable market at such
time), which Rate Hedging Agreements, when taken together, shall have an
aggregate notional principal amount at least equal to 50% of the aggregate
principal amount of the Loans outstanding on the date of such agreement (the
"Hedged Amount") pursuant to which the effective interest rate (inclusive of all
fees and costs related to the Rate Hedging Agreements) payable by the Company
with respect to such Hedged Amount will be fixed or capped at a rate no greater
than 8.00% per annum plus the Applicable Margin for a period ending not earlier
than the third anniversary of the first date on which such interest rate equals
or exceeds 8.00% per annum. All obligations by the Company to any Lender (or an
Affiliate thereof) under any Rate Hedging Agreement shall be secured by the
Collateral, PARI PASSU, with the Obligations under the Loan Documents and shall
be guaranteed pursuant to the Parent Guaranty and the Subsidiary Guaranty.

(b) Neither the Company nor any of its Subsidiaries shall enter into
or become liable (directly or indirectly, absolutely or contingently) in any way
under or with respect to any interest rate protection agreement (including,
without limitation, any interest rate swaps, caps, floors, collars or similar
agreements) or any currency swaps or similar agreements except as required under
Section 6.22(a) and except for such other interest rate protection agreements
entered into by the Company (provided that any such agreements shall not be
speculative in nature) with an aggregate notional principal amount, when
combined with the notional principal amount of any Rate Hedging Agreements then
maintained pursuant to Section 6.22(a), not in excess of the outstanding
principal amount of the Loans at such time.

Section 6.23 CERTAIN AGREEMENTS. The Company shall not, and shall not
permit any of its Subsidiaries to, enter into, assume or otherwise become liable
under any agreement (other than the Loan Documents) which restricts the ability
of the Company or any of its Subsidiaries to (a) enter into amendments,
modifications or waivers of the Loan Documents, (b) sell, transfer or otherwise
dispose of its assets, (c) create, incur, assume or suffer to exist any Lien
upon any of its property, (d) create, incur, assume, suffer to exist or
otherwise become liable with respect to any Indebtedness or (e) make any
Restricted Payment, provided that (i) Capital Leases or agreements governing
purchase money Indebtedness which contain restrictions of the types referred to
in clauses (b) or (c) with respect to the property covered thereby and contracts
entered into the ordinary course of business which contain standard non-
assignment clauses shall be permitted and (ii) restrictions of the types
referred to in clauses (b) through (e) in the Citicasters Subordinated Debt
Indenture, in the Senior Subordinated Debt Indentures and in any indenture
pursuant to which additional Subordinated Debt is issued as contemplated by
Section 6.11(g) shall be permitted.

Section 6.24 FISCAL YEAR; FISCAL QUARTER. The Company shall not, and shall
not permit any of its Subsidiaries to, change its fiscal year or any of its
fiscal quarters.

Section 6.25 AMENDMENT TO OTHER AGREEMENTS. The Company shall not, and
shall cause its Subsidiaries not to, amend, modify or waive any provision of the
Intercompany Security Agreement, any Intercompany Demand Notes or any
Intercompany Acquisition Notes without the prior written consent of the
Administrative Agent on behalf of the Required Lenders. The Company shall not,
and shall cause its Subsidiaries not to, amend, restate or otherwise modify or
waive any provision of any of the Senior Subordinated Debt Indentures, the
Citicasters Subordinated Debt Indenture, any other instrument, document or
agreement executed in connection with any Subordinated Debt or the Parent
Contribution Documents without the prior written consent of the Administrative
Agent and the Required Lenders.

Section 6.26 SUBSIDIARY OPERATIONS. The Company will not, nor will it
permit any of its Subsidiaries to, activate, make any further Investment in or
contribute any assets to an Excluded Subsidiary and the Company will not permit
any Excluded Subsidiary to incur any Indebtedness or other obligations other
than Indebtedness to the Company existing on the Original Closing Date. The
Company will not, nor will it permit any of its Subsidiaries to, make any
further Investment in or contribute any assets to Georgia Network Equipment,
Inc. or permit Georgia Network Equipment, Inc. to change its business as
operated on the Original Closing Date or to incur any Indebtedness or other
obligations or to purchase any other assets except for purchases of satellite
dishes and related equipment in an aggregate amount not to exceed $100,000. The
Company will not permit IR to own or acquire assets (other than assets that are
subject to one or more Mortgages) in excess of $50,000.

Section 6.27 FCC LICENSES. Neither the Company nor any Excluded
Subsidiary shall obtain or hold, or be licensee under, any FCC Broadcast Station
License.

Section 6.28 DEPOSIT ACCOUNTS. The Company shall not, and shall not
permit any of its Subsidiaries to, open any new deposit accounts with any bank
or other financial institution (other than ▇▇▇▇▇ cash and promotional accounts
to the extent the same are permitted under Section 6.15) without the prior
written consent of the Administrative Agent.

Section 6.29 COLLATERAL ASSIGNMENT. The Company shall, and shall cause
each of its Subsidiaries to, enter into and deliver to the Administrative Agent
a Collateral Assignment for each Joint Sales Agreement and each Local Marketing
Agreement to which the Company or any of its Subsidiaries is a party as soon as
practicable, but in any event within twenty days, after such party enters into
any such Joint Sales Agreement or Local Marketing Agreement, respectively, duly
acknowledged by the other party or parties thereto.

Section 6.30 ACQUISITIONS AND GUARANTEES BY PARENT. Notwithstanding
anything contained herein or in any other Loan Document, the Parent is expressly
permitted (i) to acquire assets directly, provided the Parent immediately
transfers such assets to the Company or any of its Wholly-Owned Subsidiaries,
(ii) to Guaranty any obligation of the Company or any of its Wholly-Owned
Subsidiaries, provided the Company or such Subsidiary is permitted to incur such
obligation under the terms of this Agreement and, in the case of any Guaranty of
Indebtedness, that such Guaranty has the same ranking with respect to the Parent
Guaranty as such Indebtedness has with respect to the obligations of the Company
or such Subsidiary in respect of the Loans and (iii) to acquire and hold
directly the subsidiaries of Regent Communications, Inc. (the "Regent
Subsidiaries"), for up to 90 days pending receipt of approval by the FCC for the
transfer of the Regent Subsidiaries to the Company and to use funds provided by
the Company to consummate such acquisition (and the Company is hereby authorized
notwithstanding any other provision of this Agreement to transfer such funds to
the Parent for such purpose), PROVIDED that (A) all the capital stock of the
Regent Subsidiaries shall have been pledged to the Administrative Agent pursuant
to the Parent Pledge Agreement, (B) each Regent Subsidiary shall have guaranteed
the Obligations to the same extent as if it were a Subsidiary of the Company and
had delivered a Subsidiary Guaranty and shall have provided collateral to the
Administrative Agent to the same extent as would be required under
Section 2.17(b) if it were a Subsidiary of the Company, (C) each Regent
Subsidiary shall have agreed to, and the Parent shall have agreed to cause each
Regent Subsidiary to, comply with the covenants contained in this Agreement to
the same extent as if it were a Subsidiary of the Company and (D) the Company
shall use its best efforts to obtain as soon as practicable the approval of the
FCC for the transfer of the Regent Subsidiaries to the Company and will
immediately upon receipt of such approval effect such transfer.

Article VII

DEFAULTS

The occurrence of any one or more of the following events shall constitute
a Default:

Section 7.1 BREACH OF REPRESENTATION OR WARRANTY. Any representation or
warranty made or deemed made by or on behalf of the Parent, the Company or any
of its Subsidiaries to the Lenders or the Administrative Agent under or in
connection with this Agreement, any other Loan Document, or any certificate or
information delivered in connection with this Agreement or any other Loan
Document shall be materially false or misleading on the date as of which made or
deemed made.

Section 7.2 FAILURE TO MAKE PAYMENTS. (a) Nonpayment of principal of any
Loan when due.

(b) Nonpayment of interest upon any Loan or of any fees or other
obligations under any of the Loan Documents within three Business Days after the
same becomes due.

Section 7.3 BREACH OF CERTAIN COVENANTS. The Company shall default in the
due performance or observance of any term, covenant or agreement contained in
(a) Section 6.2 (other than Section 6.2(a)) and such default shall continue
unremedied for a period of 15 days or (b) Section 6.1, 6.4, 6.5, 6.6, 6.7 or 6.8
or the last sentence of Section 6.9 and such default shall continue unremedied
for a period of 30 days.

Section 7.4 OTHER DEFAULTS. The breach by the Company (other than a
breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the
terms or provisions of this Agreement.

Section 7.5 DEFAULT UNDER OTHER AGREEMENTS. Failure of the Parent, the
Company or any of its Subsidiaries to pay any Indebtedness (other than the
Obligations) in excess of $2,000,000 in the aggregate when due; or the default
by the Parent, the Company or any of its Subsidiaries in the performance of any
term, provision or condition contained in any agreement under which any such
Indebtedness (other than the Obligations) was created or is governed, the effect
of which is to cause, or to permit the holder or holders of such Indebtedness to
cause, such Indebtedness to become due prior to its stated maturity; or any such
Indebtedness shall be declared to be due and payable or required to be prepaid
(other than by a regularly scheduled or contractually provided for payment
(other than pursuant to an acceleration or similar clause)) prior to the stated
maturity thereof.

Section 7.6 BANKRUPTCY, ETC. The Parent, the Company or any its
Subsidiaries shall (a) have an order for relief entered with respect to it under
the Federal Bankruptcy Code, (b) not pay, or admit in writing its inability to
pay, its debts generally as they come due, (c) make an assignment for the
benefit of creditors, (d) apply for, seek, consent to, or acquiesce in, the
appointment of a receiver, custodian, trustee, examiner, liquidator or similar
official for it or any substantial part of its property, (e) institute any
proceeding seeking an order for relief under the Federal Bankruptcy Code or
seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it,
(f) take any corporate action to authorize or effect any

of the foregoing actions set forth in this Section 7.6 or (g) fail to contest in
good faith any appointment or proceeding described in Section 7.7.

Section 7.7 APPOINTMENT OF RECEIVER. Without the application, approval or
consent of the Company or any of its Subsidiaries, a receiver, trustee,
examiner, liquidator or similar official shall be appointed for the Parent, the
Company or any of its Subsidiaries or any substantial part of its property, or a
proceeding described in Section 7.6(e) shall be instituted against the Parent,
the Company or any of its Subsidiaries and such appointment continues
undischarged or such proceeding continues undismissed or unstayed for a period
of 60 consecutive days.

Section 7.8 CONDEMNATION, ETC. Any court, government or governmental
agency shall condemn, seize or otherwise appropriate, or take custody or control
of all or any substantial portion of the assets of the Parent, the Company or
any of its Subsidiaries. For purposes of this Section 7.8, "substantial
portion" means assets (valued at the higher of book or fair market value) having
a value in excess of 10% of the consolidated assets of the Company and its
Subsidiaries.

Section 7.9 JUDGMENTS. The Parent, the Company or any of its Subsidiaries
shall fail within 30 days to pay, bond or otherwise discharge any judgment or
order for the payment of money in excess of $2,000,000, which is not stayed on
appeal or otherwise being appropriately and diligently contested in good faith
by appropriate proceedings, unless the payment of all such amounts in excess of
$2,000,000 is fully insured by a financially responsible insurance company.

Section 7.10 ERISA. (a) With respect to any Parent Plan, a Reportable
Event shall have occurred which is reasonably likely to result in the Parent,
the Company or any of its Subsidiaries incurring a liability or obligation to
such Plan in excess of $4,000,000; or

(b) With respect to any Plan (other than a Parent Plan), a Reportable
Event shall have occurred which is reasonably likely to result in the Parent,
the Company or its Subsidiaries being obligated to make aggregate payments in
excess of $4,000,000; or

(c) The PBGC, the Company, any Subsidiary of the Company, any ERISA
Affiliate of the Parent, the Company or any Subsidiary of the Company or any
other Person shall have initiated steps to terminate a Plan, or to have a
trustee appointed for a Plan under Section 4042 of ERISA, if as the result of
such appointment or termination, the Parent, the Company or any of its
Subsidiaries is reasonably likely to be required to make a contribution to such
Plan, or to incur liability or obligation to such Plan, or the PBGC, in excess
of $4,000,000; or

(d) The Parent, the Company, any of its Subsidiaries or any of their
ERISA Affiliates shall have incurred liability as the result of a termination,
reorganization or withdrawal from a Multiemployer Plan, if as the result of such
withdrawal, termination or reorganization the Parent, the Company or any of its
Subsidiaries incurs a liability to such multiemployer Plan in excess of
$4,000,000, which liability is not paid when required by applicable law (unless
it is being appropriately and diligently contested in good faith by appropriate
Proceedings); or

(e) The Parent, the Company or any of its Subsidiaries shall have
received any notice from the PBGC and such notice shall either demand payment
from the Parent, the Company or any of its Subsidiaries or shall suggest or
indicate that the PBGC may initiate an administrative or judicial action against
the Parent, the Company or any of its Subsidiaries with respect to Unfunded
Liabilities in excess

of $4,000,000 of any Plan, or the PBGC shall have initiated an administrative or
judicial action with respect to Unfunded Liabilities in excess of $4,000,000 of
any Plan.

Section 7.11 DEFAULT UNDER LOAN DOCUMENTS. The occurrence of any
"default", as defined in any Loan Document (other than this Agreement), or the
breach of any of the terms or provisions of any Loan Document (other than this
Agreement), which default or breach continues beyond any period of grace therein
provided.

Section 7.12 GUARANTEES. Any obligation of any Subsidiary of the Company
under the Subsidiary Guaranty shall fail to remain in full force and effect or
any action shall be taken to discontinue or to assert the invalidity or
unenforceability of any obligation of any Subsidiary of the Company under the
Subsidiary Guaranty, or any Subsidiary of the Company denies that it has any
further liability under any Subsidiary Guaranty to which it is a party, or gives
notice to such effect. Any obligation of the Parent under the Parent Guaranty
shall fail to remain in full force and effect or any action shall be taken to
discontinue or to assert the invalidity or unenforceability of any obligation of
the Parent under the Parent Guaranty, or the Parent denies that it has any
further liability under the Parent Guaranty, or gives notice to such effect.

Section 7.13 COLLATERAL DOCUMENTS. Any Collateral Document shall for any
reason fail to create a valid and perfected first priority security interest in
any Collateral purported to be covered thereby, except as permitted by the terms
hereof or of such Collateral Document, or shall fail to remain in full force and
effect, or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of any Collateral Document.

Section 7.14 LICENSES. (a) Any license, authorization, consent or permit
necessary for the ownership or essential for the operation of any of the Radio
Stations or Television Stations by the Company or any of its Subsidiaries (a
"License") shall expire, and on or prior to such expiration, the same shall not
have been or be in the process of being renewed or replaced by another license,
authorization, consent or permit authorizing substantially the same operations
of the Radio Stations or Television Stations by the Company or any of its
Subsidiaries; or

(b) (i) any License (A) shall be cancelled, revoked, terminated,
rescinded, annulled, suspended or modified in a materially adverse respect, or
(B) shall no longer be in full force and effect and shall not be in the process
of renewal or replacement or (ii) the grant or the effectiveness of any such
License shall have been stayed, vacated, reversed or set aside, and, in each
case, such action shall be no longer subject to further administrative or
judicial review; or

(c) in any renewal or revocation proceeding involving any license
necessary for the ownership or essential for the operation of any of the Radio
Stations or Television Stations, any administrative law judge of the FCC (or
successor to the functions of an administrative law judge of the FCC) shall have
issued an initial decision to the effect that the Company or any of its
Subsidiaries lacks the qualifications to hold any FCC broadcast license, and
such initial decision shall not have been timely appealed or shall otherwise
have become an order that is final and no longer subject to further
administrative or judicial review or such administrative law judge shall issue a
favorable determination on such matters, which determination shall subsequently
be reversed on appeal;

PROVIDED, HOWEVER that none of the foregoing events described in this
Section 7.14 shall constitute a Default if, assuming final non-appealable loss
by the Company or any of its Subsidiaries of any such

license at the conclusion of all legal proceedings incident thereto, such loss
would, individually or the aggregate with any such other losses after the
Original Closing Date, not result in the loss of a License or Licenses for Radio
Stations or Television Stations which generate in the aggregate in excess of 10%
of the Broadcast Cash Flow of the Company and its Subsidiaries on a consolidated
basis, provided that such percentage shall be calculated for the four-quarter
period ended immediately prior to the date on which any such loss of a License
or Licenses occurs and each such quarterly calculation shall be aggregated with
all such other percentage calculations with respect to any other Licenses lost
from and after the Original Closing Date.

Section 7.15 LIENS. Any Person shall take any action to enforce,
foreclose upon or take similar action with respect to any Lien (whether or not
permitted by the terms of this Agreement) on any material item or amount of
Collateral.

Section 7.16 CHANGE OF CONTROL. If (a) the Parent shall cease to own, free
and clear of all Liens except as contemplated by the Parent Pledge Agreement,
100% of the issued and outstanding capital stock of the Company, (b) so long as
any Subordinated Debt remains outstanding, any event or condition exists or
arises which constitutes a "Change of Control" under any such Subordinated Debt,
(c) so long as any Liquid Yield Option Notes remain outstanding, any event or
condition exists or arises which constitutes a "Change of Control" as defined in
the Liquid Yield Option Notes Indenture or (d) Z/C shall at any time fail to
have its designees constitute at least 30% in number of the members of the
Parent's board of directors.

Section 7.17 PREPAYMENT OR REDEMPTION WITH RESPECT TO CERTAIN
INDEBTEDNESS. If (a) the Parent shall become obligated to make an offer or
otherwise makes an offer to purchase or to redeem any Liquid Yield Option Notes
or any portion thereof in cash prior to the maturity thereof (except for
obligations in connection with any cash payments due with respect to any
fractional shares of Common Stock of the Parent) for any reason or (b) the
Company shall become obligated to make an offer to purchase or to redeem any
Senior Subordinated Debt, any Citicasters Subordinated Debt or any other
Subordinated Debt or any portion thereof prior to the maturity thereof or the
Parent or any Subsidiary of the Company shall become obligated with respect
thereto.

Section 7.18 PARENT CONTRIBUTION DOCUMENTS. The Parent shall fail to make
any payment to the Company when due pursuant to any Parent Contribution
Document, or any obligation of the Parent under any Parent Contribution Document
shall fail to remain in full force and effect or any action shall be taken to
discontinue or to assert the invalidity or unenforceability of any obligation of
the Parent under any Parent Contribution Document, or the Parent denies that it
has any further liability under any Parent Contribution Document, or gives
notice to such effect.

Article VIII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

Section 8.1 ACCELERATION. If any Default described in Section 7.6 or 7.7
shall occur with respect to the Company or the Parent, all the Commitments and
the obligation of the Lenders to make Loans hereunder shall automatically and
immediately terminate and the unpaid principal amount of the Loans and all of
the other Obligations shall automatically and immediately become due and payable
without any election or action on the part of the Administrative Agent or any
Lender and without

presentment, demand, protest or notice or any other requirement of any kind, all
of which the Company hereby expressly waives. If any other Default shall occur
and be continuing, upon the direction of the Required Lenders the Administrative
Agent shall, (i) declare that all the Commitments are terminated, whereupon all
the Commitments and the obligation of the Lenders to make Loans hereunder shall
be immediately terminated and (ii) declare the unpaid principal amount of the
Loans and the other Obligations to be due and payable, whereupon the same shall
immediately be and become due and payable, without, presentment, demand, protest
or notice or any other requirement of any kind, all of which the Company hereby
expressly waives. If any Default shall occur and be continuing, upon direction
of the Required Lenders, the Administrative Agent shall require the Company to
Cash Collateralize the Letters of Credit in an amount equal to the maximum
aggregate amount that is, or at any time thereafter may become, available for
drawing under any outstanding Letters of Credit (whether or not any beneficiary
shall have presented, or shall be entitled at such time to present the drafts or
other documents required to draw under such Letters of Credit).

Section 8.2 AMENDMENTS. Subject to the provisions of this Article VIII
and except as otherwise provided in any Loan Document, amendments or agreements
supplemental hereto and thereto may be entered into for the purpose of adding or
modifying any provisions of this Agreement or any of the other Loan Documents or
changing in any manner the rights of the Lenders or the Parent, the Company or
any of its Subsidiaries hereunder or thereunder or waiving any Default hereunder
or thereunder ("Amendments"), under the terms and in the manner set forth below:

(a) Except as provided in clause (d) below, with respect to
Amendments that forgive or reduce principal or interest or reduce the interest
rate payable with respect to any Loan or Obligation or postpone any date fixed
for any regularly-scheduled payment (other than with respect to prepayments
under clauses (b) through (g) of Section 2.8) of principal of, or interest on,
any such Loan or Obligation, postpone any Revolving Loan Commitment Reduction
Date or any Term Loan Payment Date, increase the amount of the Aggregate
Revolving Loan Commitment, the aggregate amount of the Term A Loan Commitments
or the Term B Loan Commitments, postpone the Revolving Loan Termination Date,
the Term A Loan Maturity Date, the Term B Loan Maturity Date, reduce any
Revolving Loan Commitment Reduction Amount, change the definition of Leverage
Ratio (to the extent that the same would affect the Applicable Margin) or amend
or waive Section 2.4 (or amend the definition of any of the terms used in such
Section to the extent that the same would affect the Applicable Margin), amend
or waive Section 12.1 hereof or waive the payment of or reduce or defer any fees
payable to the Lenders hereunder, consent to or permit the assignment or
transfer by the Parent, the Company or any of its Subsidiaries of any of its
rights or obligations under any of the Loan Documents, amend or waive this
Section 8.2, change the definition of "Amendment," reduce the percentage
specified in the definition of Required Lenders or any other percentage of
Lenders specified to be the applicable percentage in this Agreement or any other
Loan Document to act on specified matters or release any guarantor or release
all or any substantial portion of the Collateral from the Liens created by the
Collateral Documents (except in connection with any Disposition permitted under
Section 6.13 and as may otherwise be expressly contemplated in the Loan
Documents) or indirectly achieve any of the foregoing by means of any amendment
of the definition of "Revolving Loan Commitment Reduction Amount" or any
amendment or waiver of Section 2.2(a)(iii), Section 2.2(b)(iii) or Section
2.8(a), all of the Lenders must approve such Amendments in writing; PROVIDED,
that nothing contained in this Section 8.2(a) shall restrict the ability of the
Required Lenders to make determinations provided in the definition of Operating
Cash Flow;

(b) With respect to Amendments that delay or reduce the amount of any
mandatory prepayment or Revolving Loan Commitment Reduction Amount pursuant to
any mandatory prepayment hereunder (other than as set forth in Section 8.2(a)),
Lenders whose Pro Rata Shares in the aggregate are at least 66-2/3% must approve
such Amendment in writing;

(c) With respect to Amendments that (i)(A) modify the pro rata nature
of prepayment requirements with respect to any of the Lenders under this
Agreement, (B) modify the ratable sharing of prepayments or (C) modify the
ratable sharing of proceeds from the Collateral among any of the Lenders under
this Agreement and (ii) adversely affect Lenders holding any class of Loans,
Lenders holding such class of Loans representing not less than 51% of the
aggregate amount of such class of Loans must approve such Amendments in writing;

(d) With respect to any Amendment requested by the Company after the
Effectiveness Date, which would increase the Aggregate Revolving Loan Commitment
under this Agreement (the "Revolving Commitment Increase"), Lenders constituting
the Required Lenders must approve any such Amendment provided that no Default or
Unmatured Default shall exist at the time of such Amendment and the following
conditions are met with respect to such Amendment: (i) the aggregate principal
amount of the Revolving Commitment Increase permitted pursuant to such Amendment
shall not exceed $75,000,000 in the aggregate, (ii) the Company shall make an
offer to each of the Lenders party to this Agreement on the date such request is
sent to the Lenders, simultaneously to each Lender in writing to participate in
the Aggregate Revolving Loan Commitment to the extent of the Revolving
Commitment Increase in an amount based on each Lender's Pro Rata Share on the
date of such notice by delivering a notice to the Administrative Agent which
notice shall be distributed to each Lender and shall specify: (A) the date on
which the Aggregate Revolving Loan Commitment is to be increased and Revolving
Loans are to be available for borrowing thereunder (which date shall be not less
than 30 days and not more than 60 days after the delivery of such notice to the
Administrative Agent) and (B) the amount of such requested Revolving Commitment
Increase, (iii) the Company shall not offer any other Person an opportunity to
participate in the Aggregate Revolving Loan Commitment until 60 days after the
Lenders have received the offer sent by the Company as set forth in clause (ii)
above (the "Offer Expiration Date") and the Company must accept all acceptances
by such Lenders received by the Company by such date in response to the
Company's offer if the Company accepts any such offers (it being agreed that no
Lender shall have any obligation to participate in the Revolving Commitment
Increase and any decision by any Lender to accept or not accept such offer shall
be in each Lender's sole discretion, and any failure to respond by any Lender by
the end of the Offer Expiration Date shall be deemed to be a rejection by such
Lender); provided, that, each other Person (other than an existing Lender or an
Affiliate thereof) to which the Company offers an opportunity to participate in
the Revolving Commitment Increase must be acceptable to the Administrative Agent
(the consent of the Administrative Agent not to be unreasonably withheld); and
provided further that, if there are any Revolving Loans outstanding on the
effective date of any Revolving Commitment Increase each existing Lender and new
Lender participating in such Revolving Commitment Increase shall purchase from
the other Lenders such participations in such Revolving Loans as shall be
necessary to cause each Lender with a Revolving Loan Commitment to share ratably
(based on the proportion that each such Lender's Revolving Loan Commitment bears
to the Aggregate Revolving Loan Commitment after giving effect to the Revolving
Commitment Increase) in the then outstanding Revolving Loans subject to the
other terms of this Agreement, (iv) the Aggregate Revolving Loan Commitment
shall only be increased one time pursuant to this Section 8.2(d) (all other
increases being subject to Section 8.2(a)), (v) the Company shall, and shall
cause each of its Subsidiaries to, execute and deliver to the Administrative
Agent any financing statements and other documents and take such further actions
from time to time reasonably

requested by the Administrative Agent in order to maintain a first priority
perfected security interest in the Collateral as contemplated by the Collateral
Documents and deliver to the Administrative Agent and the Lenders any legal
opinions reasonably requested by the Administrative Agent or the Required
Lenders and (vi) the Administrative Agent shall have received satisfactory
reports of Uniform Commercial Code filings, tax lien, judgment and litigation
searches requested by the Administrative Agent conducted by a search firm
acceptable to the Administrative Agent.

(e) With respect to any other Amendment, the Lenders then
constituting the Required Lenders must approve such Amendment in writing.

No amendment of any provision of this Agreement or any other Loan Document
relating to any Agent shall be effective without the written consent of such
Agent including, without limitation, any provision of Article X.

Section 8.3 PRESERVATION OF RIGHTS. No delay or omission of the Lenders,
the Issuing Banks or the Agents to exercise any right under the Loan Documents
shall impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Loan notwithstanding the existence of
a Default or the inability of the Company to satisfy the conditions precedent to
such Loan shall not constitute any waiver or acquiescence. Any single or
partial exercise of any such right shall not preclude any other or further
exercise thereof or the exercise of any other right, and no waiver, amendment or
other variation of the terms, conditions or provisions of the Loan Documents
whatsoever shall be valid unless in writing signed by the Company, the Parent,
its Subsidiary(ies) party thereto and the Agents and by the Lenders required
pursuant to Section 8.2, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or by law
afforded shall be cumulative and all shall be available to the Agents, the
Issuing Banks and the Lenders until the Obligations have been paid in full.

Article IX

GENERAL PROVISIONS

Section 9.1 SURVIVAL OF REPRESENTATIONS. All representations and
warranties of the Company contained in this Agreement shall survive delivery of
this Agreement and shall continue in full force and effect until the Obligations
have been paid in full.

Section 9.2 GOVERNMENTAL REGULATION. Anything contained in this Agreement
to the contrary notwithstanding, no Lender or Issuing Bank shall be obligated to
extend credit to the Company in violation of any or provided by any applicable
statute or regulation.

Section 9.3 TAXES. Any stamp, documentary and similar taxes and taxes in
connection with the execution, delivery, filing or recordation of any of the
Loan Documents shall be paid by the Company.

Section 9.4 HEADINGS. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

Section 9.5 ENTIRE AGREEMENT. The Loan Documents embody the entire
agreement and understanding among the Company, its Subsidiaries, the Parent, the
Agents, the Issuing Banks and the

Lenders and supersede all prior agreements and understandings among the Company,
its Subsidiaries, the Parent, the Agents, the Issuing Banks and the Lenders
relating to the subject matter thereof.

Section 9.6 SEVERAL OBLIGATIONS. The respective obligations of the
Lenders and the Issuing Banks hereunder are several and not joint and no Lender
or Issuing Bank shall be the partner or agent of any other (except to the extent
to which the Agents are authorized to act as such). The failure of any Lender
or Issuing Bank to perform any of its obligations hereunder shall not relieve
any other Lender or Issuing Bank from any of its obligations hereunder. This
Agreement shall not be construed so as to confer any right or benefit upon any
Person other than the parties to this Agreement and their respective successors
and assigns.

Section 9.7 EXPENSES, INDEMNIFICATION. The Company shall reimburse
(i) each Agent for any reasonable costs, internal charges and out-of-pocket
expenses (including attorneys' fees and time charges of attorneys for such
Agent, which attorneys may be employees of such Agent) paid or incurred by such
Agent in connection with the negotiation, documentation, preparation, review,
execution, delivery, amendment, modification and administration of this
Agreement and the other Loan Documents (including without limitation, reasonable
costs and out-of-pocket expenses incurred in connection with post-closing UCC
searches and the analysis thereof) or any other documents reasonably required to
be reviewed or prepared in connection herewith or therewith and all out-of-
pocket expenses incurred by such Agent in connection with the taking and
perfection of Liens on the Collateral (including, without limitation, title and
lien searches, surveys, title commitment and insurance costs, filing fees and
documentary, stamp, filing and similar taxes and corporate search fees),
(ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in
connection with the issuance, amendment, renewal or extension of any Letter of
Credit, (iii) each Agent, each of the Lenders and each Issuing Bank for any
reasonable costs, internal charges and out-of-pocket expenses (including
attorneys' fees and time charges of attorneys for each Agent and the Lenders and
the Issuing Banks, which attorneys may be employees of any Agent or any Lender
or any Issuing Bank) paid or incurred by any Agent or any Lender or any Issuing
Bank in connection with the collection and enforcement or amendment or
modification of the Loan Documents or any restructuring in respect of the
Obligations or the Loans made or Letters of Credit issued hereunder and any
Agent or any Lender or any Issuing Bank for any cost and expense of obtaining
any appraisals in respect of the assets of the Company or any of its
Subsidiaries, to the extent any Lender or any Issuing Bank determines that such
appraisals are required by any law or any governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law), or any
interpretation thereof, including, without limitation, the provisions of Title
XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1969,
and any rules promulgated to implement such provisions. The Company further
agrees to indemnify each Agent, each Lender and each Issuing Bank, and their
respective directors, trustees, officers, attorneys, agents, and employees for,
and hold each of them harmless against, all losses, claims (including, without
limitation, all Environmental Claims), damages, penalties, judgments,
liabilities, actions, proceedings, costs and expenses (including, without
limitation, all attorneys' fees and legal expenses incurred by any of them and
other expenses of litigation or preparation therefor whether or not any suit or
proceeding is brought or, if so, whether or not any Agent or any Lender or any
Issuing Bank is a party thereto) which any of them may pay or incur arising out
of or relating to this Agreement, the other Loan Documents, the transactions
contemplated hereby or thereby (including, without limitation, the transactions
occurring on or prior to the Effectiveness Date) or any act, event or omission
related hereto or thereto or the direct or indirect application or proposed
application of any Letter of Credit or the proceeds of any Loan hereunder;
PROVIDED, HOWEVER, that no such Agent, Lender, Issuing Bank, director, trustee,
officer, attorney, agent or employee shall have a right to be indemnified or
held harmless hereunder for its own gross negligence or willful misconduct as

finally determined in a judgment of a court of competent jurisdiction. The
obligations of the Company under this Section shall survive the repayment of the
Obligations and the termination of this Agreement.

Section 9.8 NUMBERS OF DOCUMENTS. All statements, notices, closing
documents, and requests hereunder shall be furnished to the Administrative Agent
with sufficient counterparts so that the Administrative Agent may furnish one to
each of the Lenders and Issuing Banks.

Section 9.9 ACCOUNTING. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles, except that any calculation or determination which is to be made on
a consolidated basis shall be made for the Company and all of its Subsidiaries,
including those Subsidiaries, if any, which are unconsolidated on the Parent's
audited financial statements. In the event that Generally Accepted Accounting
Principles change after the Original Closing Date in any manner that would cause
the result of the calculation of any financial ratio under Agreement Accounting
Principles pursuant to Section 6.3 to be materially different than the result
that would have been obtained had Generally Accepted Accounting Principles been
applied in such calculation, the Company, the Agents and the Lenders hereby
agree to negotiate in good faith to amend this Agreement to accommodate the
Company's desire not to maintain two sets of financial records.

Section 9.10 SEVERABILITY OF PROVISIONS. Any provision in any Loan
Document that is held to be inoperative, unenforceable or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or
invalid without affecting the remaining provisions in that jurisdiction or the
operation, enforceability or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

Section 9.11 NON-LIABILITY OF LENDER. The relationship between the
Company and the Lenders and the Agents shall be solely that of borrower and
lender. None of any Agent, any Issuing Bank or any Lender shall have any
fiduciary responsibilities to the Company. None of any Agent, any Issuing Bank
or any Lender undertakes any responsibility to the Company to review or inform
the Company of any matter in connection with any phase of the Company's business
or operations.

Section 9.12 CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 9.13 CONSENT TO JURISDICTION. THE COMPANY HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW
YORK STATE COURT SITTING IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE COMPANY HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR LENDER TO BRING PROCEEDINGS
AGAINST THE COMPANY IN THE COURTS OF ANY OTHER JURISDICTION. THE COMPANY WAIVES
PERSONAL SERVICE OF ANY PROCESS UPON IT AND, AS ADDITIONAL SECURITY FOR THE

OBLIGATIONS, IRREVOCABLY APPOINTS CT CORPORATION SYSTEM, WHOSE ADDRESS IS ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, AS ITS AGENT FOR THE PURPOSE OF ACCEPTING
SERVICE OF PROCESS ISSUED BY ANY COURT.

Section 9.14 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Agreement by signing any such
counterpart. This Agreement shall be effective when it has been exhibited by
the Company, the Agents, the Issuing Banks and the Lenders and the Company, each
Agent, each Issuing Bank and each Lender have delivered to the Administrative
Agent executed counterpart signature pages hereto or a facsimile of such
executed counterpart signature page.

Section 9.15 LIMITATION OF RIGHTS. Notwithstanding any other provision of
this Agreement, any foreclosure on, sale, transfer or other disposition of, or
the exercise of any right to vote or consent with respect to, any of the
collateral purported to be covered by any Collateral Document as provided herein
or in any Collateral Document or any other action taken or proposed to be taken
by any Agent, any Issuing Bank or any Lender hereunder or thereunder which would
affect the operational, voting, or other control of the Parent, the Company or
any of its Subsidiaries, shall be pursuant to Section 310 of the Communications
Act and to the applicable rules and regulations thereunder and, if and to the
extent required thereby, subject to the prior consent of the FCC.

Section 9.16 LIMITATION OF LIABILITY. No claim may be made by the Parent,
the Company, any of its Subsidiaries or any other Person against any Agent, any
Issuing Bank or any Lender or the Affiliates, directors, trustees, officers,
employees, attorneys or agent of any of them for any special, indirect,
consequential or punitive damages in respect of any claim for breach of contract
or any other theory of liability arising out of or related to the transactions
contemplated by this Agreement or any other transactions (including, without
limitation, any transactions occurring on or prior to the Effectiveness Date),
or any act, omission or event occurring in connection therewith; and the Company
(for itself and each of its Subsidiaries) hereby waives, releases and agrees not
to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether
or not known or suspected to exist in its favor and the Company (for itself, the
Parent, and each of its Subsidiaries) agrees to notify each Agent, each Issuing
Bank and each Lender, as applicable, of any such claim promptly upon learning of
any such claim.

Section 9.17 DESIGNATION OF OBLIGATIONS AS SENIOR DEBT. The Obligations
are hereby expressly designated "Senior Debt" under, pursuant to and as such
term is defined in each of the Senior Subordinated Debt Indentures, for the
purpose of making the Obligations senior in right of payment to the Senior
Subordinated Debt and any Guarantee with respect thereto.

Article X

THE AGENTS

Section 10.1 APPOINTMENT. The Chase Manhattan Bank is hereby appointed as
Administrative Agent hereunder and under the other Loan Documents, and each of
the Lenders and each of the other Agents authorizes the Administrative Agent to
act as the agent of such Lender and such Agents. Banque Paribas is hereby
appointed as Documentation Agent hereunder and under the other Loan Documents,
and each of the Lenders and each of the other Agents authorizes the
Documentation Agent to act as the

documentation agent of such Lender and such Agents. Bank of America is hereby
appointed as Syndication Agent hereunder and under the other Loan Documents, and
each of the Lenders and each of the other Agents authorizes the Syndication
Agent to act as the syndication agent of such Lender and such Agents. Each
Agent agrees to act as such upon the express conditions contained in this
Article X and the other Loan Documents. Each of the Lenders authorizes the
Administrative Agent to execute each of the Collateral Documents and the
financing statements and other documents and instruments related thereto on
behalf of such Lender (the terms of which shall be binding on such Lender). No
Agent shall have a fiduciary relationship in respect of any Lender by reason of
this Agreement or any other Loan Document.

Section 10.2 POWERS. Each Agent shall have and may exercise such Powers
hereunder and under the other Loan Documents as are specifically delegated to
such Agent by the terms hereof or thereof, together with such powers as are
reasonably incidental thereto. No Agent shall have any duties to the Lenders,
or any obligation to the Lenders to take any action hereunder or under any other
Loan Documents except any action specifically provided by this Agreement or such
other Loan Document to be taken by such Agent.

Section 10.3 GENERAL IMMUNITY. Neither any Agent nor any of their
respective directors, officers, agents, attorneys or employees shall be liable
to the Lenders or any Lender for any action taken or omitted to be taken by it
or them hereunder or under any other Loan Document or in connection herewith or
therewith except for its or their own gross negligence or willful misconduct as
finally determined in a judgment of a court of competent jurisdiction.

Section 10.4 NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. No Agent shall
be responsible to the Lenders for any recitals, reports, statements, warranties
or representations herein or in any other Loan Document or be bound to ascertain
or inquire as to the performance or observance of any of the terms of this
Agreement or any other Loan Document.

Section 10.5 ACTION ON INSTRUCTIONS OF LENDERS. Each Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and
under the other Loan Documents in accordance with written instructions signed by
the Required Lenders, or, if applicable, the Lenders required pursuant to
Article VIII hereof, and such instructions and any action taken or failure to
act pursuant thereto shall be binding on all of the Lenders.

Section 10.6 EMPLOYMENT OF AGENTS AND COUNSEL. Each Agent may execute any
of its duties as the applicable Agent hereunder or under the other Loan
Documents by or through employees, agents, and attorneys-in-fact and shall not
be answerable to the Lenders for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. Each Agent shall be
entitled to advice of counsel concerning all matters pertaining to the agency
created hereby and by the other Loan Documents and its duties hereunder and
thereunder.

Section 10.7 RELIANCE ON DOCUMENTS; COUNSEL. Each Agent shall be entitled
to rely upon any notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper Person or Persons, and, in respect of
legal matters, upon the advice or opinion of counsel selected by such Agent
which counsel may be employees of such Agent.

Section 10.8 AGENT'S REIMBURSEMENT AND INDEMNIFICATION. Each Lender
agrees to reimburse and indemnify each Agent for its Pro Rata Share (i) of any
amounts not reimbursed by the Company or

any of its Subsidiaries for which such Agent is entitled to reimbursement by the
Company or any of its Subsidiaries under the Loan Documents, (ii) of any other
expenses incurred by such Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents and (iii) of any liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against such
Agent in any way relating to or arising out of this Agreement, any other Loan
Document or any other document delivered in connection with this Agreement or
any other Loan Document or the transactions contemplated hereby or thereby by
the enforcement of any of the terms hereof or of any other Loan Document or of
any such other documents, provided that no Lender shall be liable for any of the
foregoing to the extent they arise from the gross negligence or willful
misconduct of any Agent or as finally determined in a final judgment of a court
of competent jurisdiction.

Section 10.9 RIGHTS AS A LENDER. With respect to the Loans made or
Letters of Credit issued by it and the other Obligations owing to it, each Agent
shall have the same rights and powers hereunder as any Lender or Issuing Bank
and may exercise the same as though it were not such Agent and the term
"Lender", "Lenders", "Issuing Bank" or "Issuing Banks" shall, unless the context
otherwise indicates, include each Agent in its individual capacity. Each Agent
may accept deposits from, lend money to, and generally engage in any kind of
banking or trust business with, the Parent, the Company or any of its
Subsidiaries as if it were not an Agent.

Section 10.10 LENDER DECISIONS. Each Lender and Issuing Bank acknowledges
that it has, independently and without reliance upon any Agent or any other
Lender or Issuing Bank and based on the financial statements prepared by the
Company and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the
other Loan Documents. Each Lender or Issuing Bank also acknowledges that it
will, independently and without reliance upon any Agent or any other Lender and
Issuing Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the other Loan Documents.

Section 10.11 SUCCESSOR AGENT. Any Agent may resign at any time by giving
ten (10) days prior written notice thereof to the Lenders and the Company,
effective upon the expiration of such ten (10) days, and any Agent may be
removed at any time with or without cause by written notice received by such
Agent from the Required Lenders. Upon any such resignation or removal, the
Required Lenders shall have the right to appoint on behalf of the Lenders a
successor Agent which successor Agent shall, absent the occurrence and
continuance of a Default or Unmatured Default, be consented to by the Company
(which consent shall not be unreasonably withheld). If no successor Agent shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within ten (10) days after the retiring Agent's giving notice of
resignation, then the retiring Agent may appoint on behalf of the Lenders a
successor Agent which successor Agent shall, absent the occurrence and
continuance of a Default or Unmatured Default, be acceptable to the Company.
Such successor Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent and the retiring Agent shall be discharged from any
further duties and obligations hereunder and under the other Loan Documents.
After any retiring Agent's resignation hereunder as Agent, the provisions of
this Article X shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the Agent
hereunder and under the other Loan Documents.

Section 10.12 COLLATERAL RELEASES. Provided that no Default or Unmatured
Default shall exist, the Company and its Subsidiaries may from time to time sell
or otherwise dispose of certain of the Collateral as permitted by the terms of
Section 6.13 (subject to compliance by the Company and its Subsidiaries with
Section 2.8) and, upon the written request of the Company, the Administrative
Agent shall at the Company's expense release the security interest of the
Administrative Agent in the Collateral which is to be sold or otherwise disposed
of by the Company or any such Subsidiary in accordance with the terms of
Section 6.13. The Lenders hereby empower and authorize the Administrative Agent
to execute and deliver to the Company or any of its Subsidiaries any such
agreements, documents or instruments as shall be necessary or appropriate to
effect any such release and any other releases of Collateral which shall have
been approved by the Lenders in writing, in accordance with Section 8.2.

Article XI

SETOFF; RATABLE PAYMENTS

Section 11.1 SETOFF. In addition to, and without limitation of any rights
of the Lenders under applicable law, if the Company becomes insolvent, however
evidenced, or any Default shall occur and be continuing, any indebtedness from
any Lender to the Company (including all account balances), whether provisional
or final and whether or not collected or available may be offset and applied
toward the payment of the Obligations owing to such Lender, whether or not the
Obligations, or any part thereof, shall then be due.

Section 11.2 RATABLE PAYMENTS. If any Lender, whether by setoff or
otherwise, has payment made to it upon its Loans in a greater proportion than
that received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a participation in the Loans held by the other Lenders so that after
such purchase each Lender will hold its ratable proportion of Loans. If any
Lender, whether in connection with setoff or amounts which might be subject to
setoff or otherwise, receives collateral or other protection for its Obligations
or such amounts which may be subject to setoff, such Lender agrees, promptly
upon demand, to take such action as shall be necessary such that all Lenders
share in the benefits of such collateral ratably in proportion to their Loans.
In case any such payment is disturbed by legal process, or otherwise,
appropriate further adjustments shall be made.

Article XII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

Section 12.1 SUCCESSORS AND ASSIGNS. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Company, the
Agents, the Issuing Banks and the Lenders and their respective successors and
assigns, except that the Parent, the Company and its Subsidiaries shall not have
the right to assign its rights or delegate its duties or obligations under the
Loan Documents, and any assignment by any Lender must be made in compliance with
Section 12.3. Any request, authority or consent of any Person, who at the time
of making such request or giving such authority or consent is a Lender, shall be
conclusive and binding on any subsequent transferee or assignee of such Lender.

Section 12.2 PARTICIPATIONS.

12.2.1. PERMITTED PARTICIPANTS; EFFECT. Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time sell
to one or more banks or other entities ("Participants") participating interests
in any Loan made by such Lender or any other interest of such Lender under the
Loan Documents, provided that any such Participant shall agree in writing to be
bound by Sections 12.4 and 12.5. In the event of any such sale by a Lender of
participating interests to a Participant, such Lender's obligations under the
Loan Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
such Lender shall remain the Lender in respect of such interests for all
purposes under the Loan Documents, and the Company and the Agents shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under the Loan Documents, provided that such Lender shall
provide notice to the Company of such sale to a Participant which is not an
Affiliate of such selling Lender, a Lender or an Affiliate thereof following any
such sale and such Lender shall comply with Sections 12.4 and 12.5 with respect
to confidential information.

12.2.2. VOTING RIGHTS. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Loan or Obligation in which such
Participant has an interest which postpones any date fixed for any regularly-
scheduled payment of principal (including a Revolving Loan Commitment Reduction
Date) or postpones the final maturity of any of the Loans, forgives principal or
interest or reduces the interest rate payable with respect to any such Loan or
Obligation, releases any guarantor of any such Loan or Obligation or releases
all or substantially all of the Collateral securing any such Loan or Obligation.

12.2.3. BENEFIT OF SETOFF AND INDEMNITIES. The Company agrees that each
Participant shall be deemed to have the right of setoff provided in Section 11.1
in respect of its participating interest in amounts owing under the Loan
Documents to the same extent as if the amount of its participating interest were
owing directly to it as a Lender under the Loan Documents, provided that each
Lender shall retain the right of setoff provided in Section 11.1 with respect to
the amount of participating interests sold to each Participant, except to the
extent such Participant has exercised its right of setoff. The Lenders agree to
share with each Participant, and each Participant, by exercising the right of
setoff provided in Section 11.1, agrees to share with each Lender, any amount
received pursuant to the exercise of its right of setoff, in accordance with
Section 11.2 as if each Participant were a Lender. The Company also agrees that
each Participant shall be entitled to the benefits of Sections 3.1 and 3.2 with
respect to its participation; provided, that no Participant shall be entitled to
receive any greater amount pursuant to such Sections than the transferor Lender
would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred.

Section 12.3 ASSIGNMENTS.

12.3.1 PERMITTED ASSIGNMENTS. Any Lender may, in the ordinary course of
its business and in accordance with applicable law, at any time, assign to one
or more banks or other entities ("Purchasers") all or any part of its rights and
obligations under the Loan Documents; PROVIDED that any partial assignment of
any Lender's rights and obligation hereunder shall be either for all of such
Lender's rights and obligations under the Loan Documents or shall be in a
minimum principal amount of $5,000,000 of such Lender's Loans and/or Commitments
and such Lender shall comply with Sections 12.4 and 12.5 with respect to
confidential information. Such assignment (other than an assignment to the
Federal Reserve Bank) shall be substantially in the form of Exhibit M hereto.
The consent of the Administrative Agent and, unless a Default has occurred and
is continuing, the consent of the Company (such consent of

the Administrative Agent and the Company not to be unreasonably withheld), shall
be required prior to an assignment becoming effective with respect to a
Purchaser which is not a Lender, an Affiliate thereof or a Federal Reserve Bank.
In addition, in the case of any assignment of any interest in any Revolving Loan
Commitment or any Letter of Credit, the consent of each Issuing Bank (not to be
unreasonably withheld) shall be required prior to such assignment becoming
effective. Such consents shall be substantially in the form attached as
Schedule I to Exhibit M (a "Notice of Assignment") hereto and shall not be
unreasonably withheld or delayed.

12.3.2 EFFECT; EFFECTIVE DATE. After delivery to the Administrative Agent
of a Notice of Assignment with a copy to the Company, together with any consents
required by Section 12.3.1, and payment of a $3,500 fee to the Administrative
Agent for processing such assignment, such assignment shall become effective on
the effective date specified in such Notice of Assignment. On and after the
effective date of such assignment, such Purchaser shall for all purposes be a
Lender party to this Agreement and the other Loan Documents and shall have all
the rights and obligations of a Lender under the Loan Documents, to the same
extent as if it were an original party hereto, and no further consent or action
by the Company, the Lenders or the Administrative Agent shall be required to
release the transferor Lender (and such transferor Lender shall be released)
with respect to the percentage of the obligations assigned to such Purchaser.
After the effective date of any assignment, the Administrative Agent shall
provide notice thereof to the Company.

12.3.3 TAX TREATMENT. If any interest in any Loan Document is transferred
to any Transferee (other than a then-existing Lender) which is organized under
the Laws of any jurisdiction other than the United States or any State thereof,
the transferor Lender shall cause such Transferee, concurrently with the
effectiveness of such transfer, (i) to represent to the transferor Lender for
the benefit of the transferor Lender, the Agents and the Company) that, under
applicable law and treaties in effect at such time, no taxes will be required to
be withheld by the Administrative Agent, the Company or the transferor Lender
with respect to any payments to be made to such Transferee in respect of the
Loans, (ii) to furnish to the transferor Lender, the Administrative Agent and
the Company either U.S. Internal Revenue Service Form 4224 or U.S. Internal
Revenue Service Form 1001 (wherein such Transferee claims entitlement to
complete exemption from U.S. federal withholding tax on all interest payments
hereunder) and an Internal Revenue Service Form W-8 or W-9 or successor
appropriate forms wherein such Transferee claims exemption from United States
back-up withholding tax) and (iii) to agree (for the benefit of the transferor
Lender, the Administrative Agent and the Company) to provide the transferor
Lender, the AdmInistrative Agent and the Company a new Form 4224 or Form 1001 or
Form W-8 or W-9 upon the obsolescence of any previously delivered form and
comparable statements in accordance with applicable U.S. laws and regulations
and amendments duly executed and completed by such Transferee, and to comply
from time to time with all applicable U.S. laws and regulations with regard to
such withholding and back-up withholding tax exemptions.

Section 12.4 DISSEMINATION OF INFORMATION. The Company authorizes each
Lender to disclose to any Participant, Purchaser, Interest Rate Hedge Provider,
institution party to an agreement in respect of the transfer of economic risk of
any Lender's obligations to the Company through the use of credit swaps or other
such instruments or any other Person acquiring an interest in the obligations,
any portion thereof or the Loan Documents by operation of law (each Transferee),
and any prospective Transferee, any and all information in such Lender's
possession concerning the creditworthiness of the Parent or the Company;
provided that each Transferee and prospective Transferee agrees to be bound by
Section 12.5; and provided further, that each Lender agrees to provide to the
Company notice of the identity of such Transferee or prospective Transferee
(other than a Transferee which is an Affiliate of a selling Lender, a

Lender or an Affiliate of a Lender) at least four days prior to the delivery of
an agreement with respect to confidentiality required by Section 12.5 to any
Transferee or prospective Transferee.

Section 12.5 CONFIDENTIALITY. Each Lender agrees to hold any information
designated as confidential which it may receive from the Company pursuant to
this Agreement in confidence, except for disclosure: (i) to other Lenders,
(ii) to legal counsel, accountants, and other professional advisors to such
Lender, (iii) to regulatory officials, (iv) as required by law, regulation,
legal process, or in connection with any legal proceeding, (v) information which
has previously been made public and (vi) in connection with an actual or
proposed sale, assignment, participation or other disposition or proposed
disposition of such Lender's interests hereunder not prohibited by this
Agreement (including, without limitation, a transfer of economic risk of any
Lender's obligations to the Company through the use of credit swaps or other
such instruments) provided that the assignee, proposed assignee, participant,
proposed participant or other Transferee or proposed Transferee shall have
agreed in a Writing delivered by such Lender to the Company to be bound by this
Section 12.5.

Article XIII

NOTICES

Section 13.1 GIVING NOTICE. Any notice required or permitted to be given
under this Agreement may be, and shall be deemed, given, if mailed, three days
after the date when deposited in the United States mail, postage prepaid, or if
by telegraph, when delivered to the appropriate office for transmission, charges
prepaid, or if by personal delivery or by facsimile, when received, addressed to
the Company (with copies to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, provided, however, that
the failure to provide any such copies shall not affect the validity or
sufficiency of any such notice), the Lenders, the Agents or the Issuing Banks at
the addresses indicated below their signatures to this Agreement with, in the
case of any notice to the Administrative Agent, a copy thereof to The Loan and
Agency Services Group, 8th floor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ (fax: ▇▇▇-▇▇▇-▇▇▇▇)).

Section 13.2 CHANGE OF ADDRESS. The Company, any Agent, any Issuing Bank
and any Lender may each change the address for service of notice upon it by a
notice in writing to the other parties hereto.

Article XIV

WAIVER OF JURY TRIAL

THE COMPANY, EACH AGENT, ANY ISSUING BANK AND EACH LENDER HEREBY WAIVE
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP
ESTABLISHED THEREUNDER.

IN WITNESS WHEREOF, the Company, the Lenders and the Agents have executed
this Agreement as of the date first above written.

JACOR COMMUNICATIONS COMPANY