Draft of 9 August 1999










                                CREDIT AGREEMENT

                                      AMONG

                       CLEAR CHANNEL COMMUNICATIONS, INC.

                                 CERTAIN LENDERS

                 BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,

                    BANKBOSTON, N.A., AS DOCUMENTATION AGENT,

                  [BANK OF MONTREAL, AS CO-SYNDICATION AGENT],

                                       AND

                THE CHASE MANHATTAN BANK, AS CO-SYNDICATION AGENT


                            -------------------------

                BANC OF AMERICA SECURITIES LLC, AS LEAD ARRANGER

                                AUGUST ___, 1999





<PAGE>




                                TABLE OF CONTENTS

                                                                         Page

                              ARTICLE 1Definitions
Section 1.1       Defined Terms.............................................1
Section 1.2       Amendments and Renewals..................................21
Section 1.3       Construction.............................................21


                                ARTICLE 2Advances
Section 2.1       The Advances.............................................21
Section 2.2       Manner of Borrowing and Disbursement.....................23
Section 2.3       Interest.................................................28
Section 2.4       Fees.....................................................30
Section 2.5       Prepayment...............................................30
Section 2.6       Reduction and Change of Commitment.......................31
Section 2.7       Non-Receipt of Funds by the Administrative Agent.........32
Section 2.8       Payment of Principal of Advances.........................32
Section 2.9       Reimbursement............................................33
Section 2.10      Manner of Payment........................................33
Section 2.11      Lending Offices..........................................34
Section 2.12      Sharing of Payments......................................34
Section 2.13      Calculation of Offshore Dollar Rate and Approved Offshore
                  Currency Rate............................................35
Section 2.14      Booking Loans............................................35
Section 2.15      Taxes....................................................35
Section 2.16      Conversion Option........................................38


                          ARTICLE 3Conditions Precedent
Section 3.1       Conditions Precedent to Closing and the Initial Advance..38
Section 3.2       Conditions Precedent to All Advances.....................40

                     ARTICLE 4Representations and Warranties
Section 4.1       Representations and Warranties...........................41
Section 4.2       Survival of Representations and Warranties, etc..........47

                           ARTICLE 5General Covenants
Section 5.1       Preservation of Existence and Similar Matters............48
Section 5.2       Business; Compliance with Applicable Law.................48
Section 5.3       Maintenance of Properties................................48
Section 5.4       Accounting Methods and Financial Records.................48
Section 5.5       Insurance................................................48
Section 5.6       Payment of Taxes and Claims..............................49

<PAGE>

Section 5.7       Visits and Inspections...................................49
Section 5.8       Payment of Indebtedness..................................49
Section 5.9       Use of Proceeds..........................................49
Section 5.10      Indemnity................................................49
Section 5.11      Environmental Law Compliance.............................50
Section 5.12      Conversion of Unrestricted Subsidiaries..................51
Section 5.13      Ownership of Subsidiaries................................52
Section 5.14      Year 2000 Compliance.....................................52

                         ARTICLE 6Information Covenants
Section 6.1       Quarterly Financial Statements and Information..........52
Section 6.2       Annual Financial Statements and Information;
                  Certificate of No Default...............................53
Section 6.3       Compliance Certificates.................................53
Section 6.4       Copies of Other Reports and Notices.....................53
Section 6.5       Notice of Litigation, Default and Other Matters.........55
Section 6.6       ERISA Reporting Requirements............................55

                           ARTICLE 7Negative Covenants
Section 7.1       Indebtedness............................................56
Section 7.2       Liens...................................................58
Section 7.3       Investments.............................................58
Section 7.4       Amendment and Waiver....................................59
Section 7.5       Liquidation, Disposition or Acquisition of Assets,
                  Merger, New Subsidiaries................................59
Section 7.6       Guaranties..............................................60
Section 7.7       Dividends...............................................60
Section 7.8       Affiliate Transactions..................................60
Section 7.9       Compliance with ERISA...................................61
Section 7.10      Leverage Ratio..........................................61
Section 7.11      Fixed Charges Coverage Ratio............................61
Section 7.12      Sale and Leaseback......................................61
Section 7.13      Sale or Discount of Receivables.........................61
Section 7.14      Business of Clear Channel Television Licenses,  Inc.
                  and Clear Channel Radio Licenses,  Inc. and
                  Clear Channel Metroplex Licenses, Inc...................62
Section 7.15      Subordinated Debt.......................................62
Section 7.16      Other Agreements........................................62

                                ARTICLE 8Default
Section 8.1       Events of Default.......................................62
Section 8.2       Remedies................................................66

                        ARTICLE 9Changes in Circumstances
Section 9.1       Offshore Basis Determination Inadequate.................66
Section 9.2       Illegality..............................................67
Section 9.3       Increased Costs.........................................67

<PAGE>

Section 9.4       Emu Changes.............................................68
Section 9.5       Effect On Base Rate Advances............................69
Section 9.6       Capital Adequacy........................................69

                        ARTICLE 10Agreement Among Lenders
Section 10.1      Agreement Among Lenders.................................70
Section 10.2      Lender Credit Decision..................................72
Section 10.3      Benefits of Article.....................................72

                             ARTICLE 11Miscellaneous
Section 11.1      Notices.................................................73
Section 11.2      Expenses................................................74
Section 11.3      Waivers.................................................74
Section 11.4      Determination by the Lenders Conclusive and Binding.....74
Section 11.5      Set-Off.................................................75
Section 11.6      Assignment..............................................77
Section 11.8      Severability............................................77
Section 11.9      Interest and Charges....................................77
Section 11.10     Headings................................................78
Section 11.11     Amendment and Waiver....................................78
Section 11.12     Exception to Covenants..................................78
Section 11.13     Credit Agreement Governs................................78
Section 11.14     Conversion of Currencies................................78
Section 11.15     GOVERNING LAW...........................................79
Section 11.16     WAIVER OF JURY TRIAL....................................79
Section 11.17     ENTIRE AGREEMENT........................................79




<PAGE>






Schedules and Exhibits

Schedule 1:       Offshore Lending Offices
Schedule 2:       Existing Liens
Schedule 3:       Existing Litigation
Schedule 4:       Licenses, Permits and Other Authorizations
Schedule 5:       Existing Guaranties
Schedule 6:       Subsidiaries
Schedule 7:       Existing Investments
Schedule 8:       Existing Indebtedness
Schedule 9:       Material Adverse Changes
Schedule 10:      Specified Percentages
Schedule 11:      Existing Letters of Credit




Exhibit A:        Revolving Credit Note
Exhibit B:        Bid Rate Note
Exhibit C:        Compliance Certificate
Exhibit D:        Assignment and Acceptance
Exhibit E:        Bid Rate Advance Request
Exhibit F:        Confirmation of Bid
Exhibit G:        Invitation to Bid
Exhibit H:        Notice of Acceptance of Bid
Exhibit I:        Swing Line Note
Exhibit J:        Notice of Borrowing
Exhibit K:        Notice of Continuation/Conversion



<PAGE>

                                CREDIT AGREEMENT


         THIS  CREDIT  AGREEMENT  is dated as of August ___,  1999,  among CLEAR
CHANNEL COMMUNICATIONS, INC., a Texas corporation ("Borrower"), the Lenders from
time  to  time  party  hereto,  BANK  OF  AMERICA,   N.A.,  a  national  banking
association,  as  administrative  agent for the Lenders,  BANKBOSTON,  N.A.,  as
Documentation  Agent, [BANK OF MONTREAL],  as Co-Syndication Agent and THE CHASE
MANHATTAN BANK, as Co-Syndication Agent.


                                   BACKGROUND

         The Borrower, the Administrative Agent and certain lenders entered into
that  certain  Credit  Agreement  dated as of April  10,  1997,  in the  maximum
principal amount of  $2,000,000,000  (as amended from time to time, the "Primary
Credit Agreement").

         The  Borrower  has  requested  that the  Administrative  Agent  and the
Lenders provide a 364 day short term facility in an aggregate  principal  amount
of up to $1,000,000,000.

         In  consideration  of the mutual  covenants  and  agreements  contained
herein,  and other good and  valuable  consideration  hereby  acknowledged,  the
parties hereto agree as follows:


                                    ARTICLE 1

                                   Definitions

         Defined Terms.  For purposes of this Agreement:

         "ARN" means the Australian  Radio Network  Limited,  PTY, an Australian
propriety company, 50% of whose Capital Stock is owned by the Borrower.

         "Additional Costs" has the meaning set forth in Section 9.6 hereof.

         "Administrative  Agent" means Bank of America, N.A., a national banking
association,   as   administrative   agent  for  Lenders,   or  such   successor
administrative agent appointed pursuant to Section 10.1(b) hereof.

         "Advance"  means a Revolving  Credit  Advance,  a Bid Rate Advance or a
Swing Line Advance and "Advances"  means  Revolving  Credit  Advances,  Bid Rate
Advances and Swing Line Advances.

         "Affiliate" means any Person that directly or indirectly through one or
more  Subsidiaries  Controls,  or is Controlled By or Under Common Control with,
the Borrower.



<PAGE>




         "Affiliation  Agreements"  means  all  affiliation  agreements  of  the
Borrower and each Subsidiary with Fox Broadcasting.

         "Agreement"  means this Credit  Agreement,  as amended or renewed  from
time to time.

         "Agreement Currency" has the meaning specified in Section 11.14 hereof.

         "Agreement Date" means the date of this Agreement.

         "Applicable  Currency" means, as to any particular  payment or Advance,
Dollars or the  Approved  Offshore  Currency  in which it is  denominated  or is
payable.

         "Applicable  Environmental  Laws" means  applicable  federal,  state or
local  laws,  rules and  regulations  pertaining  to health or the  environment,
including  without  limitation,   the  Comprehensive   Environmental   Response,
Compensation,  and Liability Act of 1980, as amended by the Superfund Amendments
and  Reauthorization Act of 1986 (as amended from time to time,  "CERCLA"),  the
Resource  Conservation  and  Recovery  Act of 1976,  as  amended by the Used Oil
Recycling Act of 1980,  the Solid Waste Disposal Act amendments of 1980, and the
Hazardous  and Solid Waste  Amendments  of 1984 (as  amended  from time to time,
"RCRA"), the Texas Water Code, and the Texas Solid Waste Disposal Act.

         "Applicable  Fee  Percentage"  means,  on any date,  the applicable per
annum  percentage set forth below based upon the Borrower's Index Debt Rating on
such date:


                Applicability                                   Offshore Basis

          Category 1

          BBB- or higher by S&P; or                                  0.125
          Baa3 or higher by Moody's

          Category 2

          BB+ by S&P; or                                             0.200
          Ba1 by Moody's

          Category 3

          BB or lower by S&P; or                                     0.225
          Ba2 or lower by Moody's



<PAGE>


For  purposes  of the  foregoing,  (a) if neither  Moody's nor S&P shall have in
effect an Index Debt Rating,  then both such rating  agencies  will be deemed to
have established ratings for Index Debt Rating in Category 3; (b) if only one of
Moody's and S&P shall have in effect an Index Debt Rating,  the Borrower and the
Lenders will  negotiate in good faith to agree upon another  rating agency to be
substituted  by an amendment to this Agreement for the rating agency which shall
not have an Index Debt Rating in effect,  and pending the  effectiveness of such
amendment the Applicable  Fee Percentage  will be determined by reference to the
available Index Debt Rating;  (c) if the Index Debt Rating established or deemed
to have  been  established  by  Moody's  and S&P  shall  fall  within  different
Categories,  the Applicable  Fee Percentage  shall be determined by reference to
the  superior  (or  numerically  lower)  Category;  provided,  however,  if  the
difference  in the Index Debt  Ratings  established  by Moody's and S&P shall be
more than one Category,  the Applicable  Fee  Percentage  shall be determined by
reference  to the  Category  which  is  one  Category  below  the  superior  (or
numerically  lower)  Category;  and (d) if any Index Debt Rating  established or
deemed to have been  established  by Moody's or S&P shall be changed (other than
as a result of a change in the rating  system of either  Moody's  or S&P),  such
change shall be effective as of the date on which such change is first announced
by the rating  agency  making such  change.  Each change in the  Applicable  Fee
Percentage  shall  apply to all  Advances  during the period  commencing  on the
effective date of such change and ending on the date  immediately  preceding the
effective  date of the next such change.  If the rating system of either Moody's
or S&P shall  change prior to the  Maturity  Date,  the Borrower and the Lenders
shall  negotiate in good faith to amend the  references  to specific  ratings in
this definition to reflect such changed rating system.

         "Applicable  Law"  shall  mean  (a)  in  respect  of  any  Person,  all
provisions of laws of tribunals  applicable  to such Person,  and all orders and
decrees of all courts and  arbitrators  in  proceedings  or actions to which the
Person in question is a party and (b) in respect of contracts  made or performed
in the State of Texas, "Applicable Law" also means the laws of the United States
of America,  including,  without limiting the foregoing,  12 USC Sections 85 and
86, as amended to the date hereof and as the same may be amended at any time and
from time to time  hereafter,  and any other  statute  of the  United  States of
America now or at any time hereafter  prescribing  the maximum rates of interest
on  loans  and  extensions  of  credit,  and the  laws of the  State  of  Texas,
including, without limitation, Article 5069-1H, Title 79, Revised Civil Statutes
of Texas,  1925, ("Art. 1H"), as amended,  if applicable,  and if Art. 1H is not
applicable,  Article 5069-1D,  Title 79, Revised Civil Statutes of Texas,  1925,
("Art.  1D"), as amended,  and any other statute of the State of Texas now or at
any time hereafter prescribing maximum rates of interest on loans and extensions
of credit; provided however, that Chapter 346 of the Texas Finance Code does not
apply to this Agreement or Advances hereunder.

         "Applicable Lender" has the meaning specified in Section 11.14 hereof.

         "Applicable  Margin"  means,  on any  date,  the  applicable  per annum
percentage set forth below based upon the  Borrower's  Index Debt Rating on such
date:

<PAGE>

                Applicability                            Offshore Percentage

          Category 1

          BBB or higher by S&P; or                               0.500
          Baa2 or higher by Moody's

          Category 2

          BBB- by S&P; or                                        0.625
          Baa3 by Moody's

          Category 3

          BB+ by S&P; or                                         1.000
          Ba1 by Moody's

          Category 4

          BB or lower by S&P; or                                 1.375
          Ba2 or lower by Moody's

For  purposes  of the  foregoing,  (a) if neither  Moody's nor S&P shall have in
effect an Index Debt Rating,  then both such rating  agencies  will be deemed to
have established ratings for Index Debt Rating in Category 4; (b) if only one of
Moody's and S&P shall have in effect an Index Debt Rating,  the Borrower and the
Lenders will  negotiate in good faith to agree upon another  rating agency to be
substituted  by an amendment to this Agreement for the rating agency which shall
not have an Index Debt Rating in effect,  and pending the  effectiveness of such
amendment the Applicable Margin will be determined by reference to the available
Index Debt Rating;  (c) if the Index Debt Rating  established  or deemed to have
been established by Moody's and S&P shall fall within different Categories,  the
Applicable  Margin  shall  be  determined  by  reference  to  the  superior  (or
numerically lower) Category;  provided,  however, if the difference in the Index
Debt Ratings established by Moody's and S&P shall be more than one Category, the
Applicable  Margin shall be determined by reference to the Category which is one
Category  below the superior (or  numerically  lower)  Category;  and (d) if any
Index Debt Rating  established or deemed to have been  established by Moody's or
S&P shall be changed (other than as a result of a change in the rating system of
either  Moody's or S&P),  such change shall be effective as of the date on which
such change is first  announced by the rating  agency  making such change.  Each
change in the  Applicable  Margin shall apply to all Offshore  Advances that are
outstanding  at any time during the period  commencing on the effective  date of
such change and ending on the date  immediately  preceding the effective date of
the next such change. If the rating system of either Moody's or S&P shall change
prior to the Maturity Date, the Borrower and the Lenders shall negotiate in good
faith to amend the references to specific  ratings in this definition to reflect
such changed rating system.

<PAGE>

         "Approved Offshore Currency" means (a) with respect to Revolving Credit
Advances and Bid Rate Advances,  the Euro, and lawful  currency of  Switzerland,
England and Australia,  provided that with respect to Revolving  Credit Advances
in the opinion of all Lenders,  in their sole  discretion,  such  currency is at
such time freely traded in the offshore  interbank  foreign exchange markets and
is freely  transferable and freely convertible into Dollars and (b) with respect
to Swing Line Advances, the lawful currency of Mexico, Denmark,  Norway, Sweden,
Turkey, New Zealand, Singapore, Taiwan, Thailand and Hong Kong, provided that in
the opinion of the Swing Line Lenders,  in their sole discretion,  such currency
is at such time freely traded in the offshore interbank foreign exchange markets
and is freely transferable and freely convertible into Dollars.

         "Approved Offshore Currency Advance" means an Advance denominated in an
Approved Offshore Currency.

         "Approved  Offshore  Currency Lending Office" means the address of each
Lender specified on Schedule 1 attached hereto as its Approved Offshore Currency
Lending Office.

         "Approved  Offshore Currency Payment Office" means the addresses of the
Administrative Agent specified on Schedule 1 attached hereto.

         "Approved Offshore Currency Rate" means, for any Offshore Advance to be
made in an Approved  Offshore  Currency for any Interest  Period  therefor,  the
interest rate per annum (rounded  upward to the nearest  1/100th of one percent)
determined  by the  Administrative  Agent at  approximately  11:00 a.m.  (London
time),  on the date  which is two  Business  Days  before  the first day of such
Interest  Period to be the offered  quotations  that  appear on Telerate  Screen
3740, 3750 and 3751 for deposits in the applicable Approved Offshore Currency in
the applicable Interbank Market for such Approved Offshore Currency for a length
of time  approximately  equal to the Interest  Period for the Approved  Offshore
Currency Advance sought by the Borrower. If at least two such offered quotations
appear on Telerate  Screen 3740, 3750 and 3751, the Approved  Offshore  Currency
Rate shall be the arithmetic  mean (rounded upward to the nearest 1/100th of one
percent) of such offered quotations,  as determined by the Administrative Agent.
If  Telerate   Screen  3740,  3750  and  3751  is  not  available  or  has  been
discontinued,  the Approved  Offshore  Currency Rate shall be the rate per annum
that the  Administrative  Agent determines to be the arithmetic mean (rounded as
aforesaid)  of the  per  annum  rates  of  interest  at  which  deposits  in the
applicable  Approved Offshore Currency in an amount  approximately  equal to the
principal  amount  of,  and for a  length  of time  approximately  equal  to the
Interest Period for, the Offshore  Advance sought by the Borrower are offered to
the  Administrative  Agent in  immediately  available  funds  in the  applicable
Interbank Market for such Approved Offshore  Currency,  on the date which is two
Business Days prior to the first day of an Interest Period.

         "Art. 1D" shall mean Article 5069-1D,  Title 79, Revised Civil Statutes
of Texas, 1925, as amended.

<PAGE>

         "Art. 1H" shall mean Article 5069-1H,  Title 79, Revised Civil Statutes
of Texas, 1925, as amended.

         "Assignment Agreement" has the meaning ascribed thereto in Section 11.6
hereof.

         "Authorized  Signatory"  means such senior personnel of the Borrower as
may be duly  authorized  and  designated  in writing by the  Borrower to execute
documents,  agreements and instruments on behalf of the Borrower, and to request
Advances hereunder.

           "Bank of America  Guaranty"  means the  Guaranty  in favor of Bank of
America,  N.A.  (formerly  known as NationsBank, N.A.) on behalf of RDS
Broadcasting, Inc. in the amount of $9,575,000.

         "Base Rate Advance" means any Advance bearing interest at the Base Rate
Basis.

         "Base Rate Revolving Credit Advance" means any Revolving Credit Advance
bearing  interest at the Base Rate Basis.

         "Base Rate Swing Line Advance" means any Swing Line Advance bearing
interest at the Base Rate Basis.

         "Base Rate Basis" means,  for any day, a per annum  interest rate equal
to the lesser of (a) the  Highest  Lawful Rate on such day, or (b) the higher of
(i) the sum of (A) 0.50% plus (B) the Federal Funds Rate on such day or (ii) the
Prime Rate on such day. The Base Rate Basis shall be adjusted  automatically  as
of the  opening of business  on the  effective  date of each change in the Prime
Rate or Federal Funds Rate, as the case may be, to account for such change.

         "Bid Rate  Advance"  means an  Advance  the  interest  rate on which is
determined by agreement  between the Borrower and the Lender making such Advance
pursuant to Section 2.1(c) hereof.

         "Bid  Rate  Advance  Request"  means  any  certificate   signed  by  an
Authorized Signatory  requesting Bid Rate Advances hereunder,  which certificate
shall be substantially in the form of Exhibit E hereto.

         "Bid Rate Borrowing" means a Borrowing comprised of Bid Rate Advances.

         "Bid Rate Note" means each promissory  note of the Borrower  evidencing
Bid Rate Advances,  substantially in the form of Exhibit B hereto, together with
any extension, renewal or amendment thereof or substitution therefor.

         "Borrower" means Clear Channel Communications, Inc., a Texas
corporation.

<PAGE>
         "Borrowing" means either a Revolvind Credit Borrowing, a Swing Line or
a Bid Rate Borrowing.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which  commercial  banks in New York City or Dallas,  Texas are authorized or
required by Law to close, and, if the applicable Business Day relates to:

         (a) an Offshore  Advance denominated  in Dollars, any such day on which
dealings are carried on in the applicable offshore Dollar market;

         (b) with respect to the Euro, any such day which is:

                  (i)  for payments or purchases of the Euro, a TARGET Business
         Day; and

                  (ii) for all other purposes,  including without limitation the
         giving and  receiving of notices  hereunder,  a TARGET  Business Day on
         which banks are generally open for business in London, Frankfurt and in
         any other principal  financial center as the  Administrative  Agent may
         from time to time determine for this purpose; and

         (c) an Offshore  Advance  denominated  in any other  Approved  Offshore
Currency, a day on which commercial banks are open for foreign exchange business
in London,  England,  and on which  dealings in the relevant  Approved  Offshore
Currency are carried on in the applicable  offshore foreign  exchange  interbank
market in which  disbursement of or payment in such Approved  Offshore  Currency
will be made or received hereunder.

         "Calculation  Date"  means  (i) the last  Business  Day of each  fiscal
quarter,  or (ii) if a  Default  or an Event of  Default  has  occurred,  at the
discretion of the Administrative Agent or the Determining Lenders.

         "Capital  Expenditures" means expenditures for the purchase of tangible
assets of long-term use which are capitalized in accordance with GAAP; provided,
however,  Capital  Expenditures  shall not include assets acquired through trade
without any expenditure of cash, such trade capital  expenditures  not to exceed
$10,000,000 in aggregate value per year,  such valuation to be determined  using
the lesser of the fair market value of assets  received or the value of air-time
run in exchange for the assets received.

         "Capital Stock" means, as to any Person,  the equity  interests in such
Person, including, without limitation, the shares of each class of capital stock
of any Person  that is a  corporation  and each class of  partnership  interests
(including,  without limitation,  general,  limited and preference units) in any
Person that is a partnership.

<PAGE>

         "Capitalized Lease Obligations" means that portion of any obligation of
the Borrower or any  Restricted  Subsidiary as lessee under a lease which at the
time  would be  required  to be  capitalized  on a  balance  sheet  prepared  in
accordance with GAAP.

         "CCC-Houston"  means CCC-Houston AM, Ltd., a Texas limited  partnership
and a Subsidiary of the Borrower.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Commitment"  means  $1,000,000,000,  as  reduced  from  time  to  time
pursuant to Section 2.6 hereof.

         "Communications  Act" means,  collectively,  the  Communications Act of
1934, as amended and the rules and regulations promulgated  thereunder,  as from
time to time in effect.

         "Confirmation  of Bid" means any certificate  executed by an Authorized
Signatory confirming the terms of its Bid Rate Advance,  which certificate shall
be in substantially the form of Exhibit E hereto.

         "Control"  or   "Controlled   By"  or  "Under  Common   Control"  means
possession, directly or indirectly, of power to direct or cause the direction of
management  or policies  (whether  through  ownership of voting  securities,  by
contract or  otherwise);  provided,  however,  that (a) in the event that no one
Person owns more than 50% of the  outstanding  Capital Stock of a corporation or
entity,  any Person which  beneficially  owns,  directly or, by contract or law,
indirectly,  10% or more (in number of votes) of the securities  having ordinary
voting power for the election of directors (or other managing authority) of such
corporation or entity shall be conclusively presumed to control such corporation
or entity or (b) in the  event  that one  Person  owns  greater  than 50% of the
outstanding  Capital  Stock  of  a  corporation  or  entity,  any  Person  which
beneficially owns, directly or, by contract or law, indirectly, greater than 20%
or more (in number of votes) of the securities  having ordinary voting power for
the election of directors (or other managing  authority) of such  corporation or
entity shall be conclusively presumed to control such corporation.

         "Controlled Group" means, as to any Person, all members of a controlled
group of corporations and all trades or businesses (whether or not incorporated)
which are under common  control with such Person and which,  together  with such
Person,  are treated as a single employer under Section 414(b),  (c), (m) or (o)
of the Code; provided,  however,  that the Subsidiaries of the Borrower shall be
deemed to be members of the Borrower's  Controlled  Group,  and the Borrower and
any other entities (whether  incorporated or not  incorporated)  which are under
common  Control with the Borrower and which,  together  with the  Borrower,  are
treated as a single employer under Section 414(b),  (c), (m) or (o) of the Code,
shall be deemed to be members of the  Borrower's  Controlled  Group on and after
the Agreement Date.

<PAGE>

         "Conversion  Date" means the date which is 364 days after the Agreement
Date and with respect to which the Borrower has exercised the Conversion Option.

         "Conversion  Option"  means that option to be exercised by the Borrower
on the Option  Date in  accordance  with  Section  2.16  hereof to  convert  the
Commitment to a term loan.

         "Debtor Relief Law" means any applicable liquidation,  conservatorship,
bankruptcy,  moratorium,  rearrangement,  insolvency,  reorganization or similar
debtor relief law affecting the rights of creditors  generally from time to time
in effect.

         "Default" means an Event of Default and/or any of the events  specified
in Section 8.1,  regardless  of whether there shall have occurred any passage of
time or giving of notice that would be  necessary  in order to  constitute  such
event an Event of Default.

         "Default  Rate"  means a simple  per annum  interest  rate equal to the
lesser of (a) the  Highest  Lawful  Rate,  or (b) the sum of the Base Rate Basis
plus two percent.

         "Determining  Lenders"  means,  on  any  date  of  determination,   any
combination  of the Lenders  having at least 51% of the aggregate  amount of the
Revolving Credit Advances then outstanding; provided, however, that if there are
no Revolving Credit Advances outstanding hereunder,  "Determining Lenders" shall
mean any combination of Lenders whose Specified  Percentages  aggregate at least
51%.

         "Dividend"  means, as to any Person,  (a) any declaration or payment of
any dividend (other than a dividend paid solely in shares of the common stock of
such Person) on, or the making of any distribution,  loan, advance or investment
to or in any holder of, any shares of Capital  Stock of such Person  (other than
salaries  and  bonuses  paid in the  ordinary  course of  business),  or (b) any
purchase, redemption, or other acquisition or retirement for value of any shares
of Capital Stock of such Person;  provided,  however,  that the  acquisition  of
shares of Capital Stock of such Person for the purpose of acquiring a Subsidiary
(whether by merger,  consolidation,  asset acquisition,  stock  acquisition,  or
otherwise)  shall  not be deemed a  Dividend  if (a) such  shares  are used as a
portion or all of the purchase price for the acquisition of a Subsidiary  within
a period of ninety days from the date the initial  shares of such Capital  Stock
were  acquired  and (b) such Person  shall have given the  Administrative  Agent
prior  written  notice of its  intention to acquire  such Capital  Stock for the
purpose of acquiring a Subsidiary.

         "Dollar Advance" means an Advance denominated in Dollars.

         "Dollar  Equivalent" means (a) in relation to any amount denominated in
Dollars,  the amount thereof and (b) in relation to an amount  denominated in an
Approved Offshore Currency,  the amount of such Dollars required to purchase the
relevant stated amount of Approved Offshore Currency at the Exchange Rate on the
date of  determination.  For the purposes of this  Agreement,  unless  otherwise
expressly stated herein,  the Dollar Equivalent  principal amount of any Advance
shall be  determined  on the date on which the Notice of  Borrowing  is received
with  respect  thereto,  provided,  however,  that the  Notice of  Borrowing  is
received  by 10 a.m.,  Dallas,  Texas  time,  at least  three  days prior to the
requested  Borrowing,  and shall be recalculated on each Calculation Date and on
the date on which a Notice of  Continuation/Conversion  is received with respect
thereto.

<PAGE>

         "Dollar Equivalent Excess" has the meaning specified in Section 2.5(b)
hereof.

         "Eligible  Assignee" means (a) a Lender, (ii) an Affiliate of a Lender,
and (iii) any other Person approved by the  Administrative  Agent and, unless an
Event of Default has occurred and is  continuing  at the time any  assignment is
effected in accordance with Section 11.6 hereof, the Borrower, such approval not
to be  unreasonably  withheld or delayed by the  Borrower or the  Administrative
Agent and such  approval to be deemed  given by the  Borrower if no objection is
received by the assigning Lender and the Administrative  Agent from the Borrower
within two  Business  Days after  notice of such  proposed  assignment  has been
provided  by the  assigning  Lender to the  Borrower;  provided,  however,  that
neither the  Borrower  nor any of its  Affiliates  shall  qualify as an Eligible
Assignee.

         "Eller" means Eller Media Corporation, a Delaware corporation, formerly
known as EMC Group, Inc., formerly Eller Media Company.

         "Emu" means Economic and Monetary Union as contemplated in the Treaty.

         "Emu Legislation" means (a) the Treaty and (b) legislative  measures of
the European Council for the  introduction  of,  changeover to, or operation of,
the Euro, in each case as amended or supplemented from time to time.

         "Equity"  means shares of Capital  Stock,  or options,  warrants or any
other right to subscribe for or otherwise acquire Capital Stock, of the Borrower
or any Subsidiary.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended from time to time, and any regulation promulgated thereunder.

         "ERISA Event" means, with respect to the Borrower and its Subsidiaries,
(a) a  Reportable  Event  (other  than a  Reportable  Event not  subject  to the
provision for 30-day notice to the PBGC under  regulations  issued under Section
4043 of  ERISA),  (b) the  withdrawal  of any such  Person or any  member of its
Controlled  Group from a Plan during a plan year in which it was a  "substantial
employer" as defined in Section  4001(a)(2) of ERISA, (c) the filing of a notice
of intent to terminate  under  Section  4041 of ERISA,  (d) the  institution  of
proceedings  to terminate a Plan by the PBGC,  (e) the failure to make  required
contributions  which could result in the  imposition of a lien under Section 412
of the Code or Section 302 of ERISA,  or (f) any other event or condition  which
might  reasonably be expected to constitute  grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer,  any Plan
or the  imposition  of any  liability  under  Title IV of ERISA  other than PBGC
premiums due but not delinquent under Section 4007 of ERISA.

<PAGE>

         "Euro"  means  the  single  currency  of  Participating  Member  States
introduced in accordance  with the  provisions of Article  109(l)4 of the Treaty
and, in respect of all payments to be made under this Agreement in euros,  means
immediately available, freely transferable funds.

         "Event of Default"  means any of the events  specified  in Section 8.1,
provided that any requirement for notice or lapse of time has been satisfied.

         "Exchange Rate" means with respect to any Approved Offshore Currency on
a particular  date,  the rate at which such  Approved  Offshore  Currency may be
exchanged into Dollars,  as set forth on such date on the Reuters  currency page
for exchanges of Dollars into such Approved Offshore Currency. In the event that
such rate does not appear on any Reuters  currency  page, the Exchange Rate with
respect to such Approved  Offshore  Currency shall be determined by reference to
such other publicly  available  service for displaying  exchange rates as may be
agreed upon by the  Administrative  Agent and the Borrower or, in the absence of
such  agreement,  such Exchange Rate shall instead be the arithmetic mean of the
spot rates of exchange for the  Administrative  Agent and two other money center
banks in the interbank market where the foreign currency exchange  operations of
the  Administrative  Agent and such two other money  center  banks in respect of
such Approved Offshore Currency are then being conducted, at or about 10:00 a.m.
local  time in the  offices  of such money  center  banks,  at such date for the
purchase of Dollars  with such  Approved  Offshore  Currency,  for  delivery two
Business  Days  later;  provided,  however,  that  if at the  time  of any  such
determination,  for  any  reason,  no such  spot  rate is  being  quoted  by the
Administrative  Agent, the Administrative Agent may use any reasonable method it
deems  applicable to determine its respective spot rate, and such  determination
shall be prima facie evidence of such rate.

         "Existing Letters of Credit" means those certain letters of credit more
specifically described on Schedule 11 hereto.

         "FCC" means the Federal Communications  Commission, or any governmental
agency succeeding to the functions thereof.

         "Federal  Funds Rate" means,  for any day, the rate per annum  (rounded
upwards  if  necessary,  to the  nearest  1/100th  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 (a) if such day 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 (b) if no such rate is so published on such next  succeeding  Business  Day,
the  Federal  Funds Rate for such day shall be the  average  rate  quoted to the
Administrative  Agent  on  such  day  on  such  transactions  as  determined  by
Administrative Agent.

<PAGE>

         "Fixed Charges" means, for the Borrower and its Restricted Subsidiaries
on a consolidated  basis  determined in accordance  with GAAP, for the four most
recently ended fiscal quarters  preceding any date of  determination,  an amount
equal to the sum of (a) all  payments  of  principal,  interest,  fees and other
amounts paid on all Indebtedness,  plus (b) all payments under Capitalized Lease
Obligations,  plus (c) all Capital Expenditures,  plus (d) cash expenditures for
the payment of taxes, plus (e) all Dividends paid.

         "GAAP" means  generally  accepted  accounting  principles  applied on a
consistent  basis, set forth in the Opinions of the Accounting  Principles Board
of the American Institute of Certified Public  Accountants,  or their successors
which  are  applicable  in the  circumstances  as of the date in  question.  The
requisite that such principles be applied on a consistent  basis shall mean that
the  accounting  principles  observed in a current  period are comparable in all
material respects to those applied in a preceding period.

         "Guaranty"  or  "Guaranteed",  as applied to an  obligation,  means and
includes (a) a guaranty,  direct or indirect,  in any manner, of any part or all
of such  obligation,  and (b) an  agreement,  direct or indirect,  contingent or
otherwise,  the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of  nonperformance)  of any part
or all of such  obligation,  including,  without  limiting  the  foregoing,  any
reimbursement  obligations  with  respect  to  amounts  which  may be  drawn  by
beneficiaries of outstanding letters of credit.

         "HBC" means Hispanic Broadcasting Corporation, a Delaware corporation.

         "Highest Lawful Rate" shall mean at the particular time in question the
maximum  rate of  interest  which,  under  Applicable  Law,  any  Lender is then
permitted to charge on the  Obligations.  If the maximum rate of interest which,
under Applicable Law, any Lender is permitted to charge on the Obligations shall
change after the date  hereof,  the Highest  Lawful Rate shall be  automatically
increased  or  decreased,  as the  case  may  be,  from  time  to time as of the
effective  time of each change in the Highest  Lawful Rate without notice to the
Borrower.  For purposes of determining the Highest Lawful Rate under  Applicable
Law, the indicated rate ceiling shall be (a) the weekly ceiling described in and
computed  in  accordance  with the  provisions  of Art.  1H, or (b)  either  the
annualized  ceiling or quarterly  ceiling  computed  pursuant to Section .008 of
Art. 1D; provided,  however, that at any time the weekly ceiling, the annualized
ceiling or the  quarterly  ceiling,  as  applicable,  shall be less than 18% per
annum or more than 24% per annum, the provisions of Sections .009(a), .009(b) or
 .009(c) of said Art. 1D shall  control for  purposes of such  determination,  as
applicable.

         "Indebtedness" means, with respect to any Person, (a) all items, except
items of  partners'  equity or of  Capital  Stock or of  surplus  or of  general
contingency  or deferred tax reserves,  which in  accordance  with GAAP would be
included in  determining  total  liabilities as shown on the liability side of a
balance  sheet of such Person,  (b) all  obligations  secured by any Lien on any
property or asset owned by such Person,  whether or not the  obligation  secured
thereby shall have been assumed,  (c) to the extent not otherwise included,  all
Capitalized  Lease  Obligations of such Person,  all  obligations of such Person
with respect to leases  constituting  part of a sale and leaseback  arrangement,
all Guaranties,  all obligations  under interest rate swap agreements or similar
hedge agreements,  all indebtedness for borrowed money (excluding,  for purposes
of  calculation  of  financial   covenants  only,   indebtedness   evidenced  by
Intercompany   Notes),  and  all  reimbursement   obligations  with  respect  to
outstanding  letters  of  credit,  and (d)  any  "withdrawal  liability"  of the
Borrower or any  Subsidiary,  as such term is defined under Part I of Subtitle E
of Title IV of ERISA.

<PAGE>

         "Indemnified Matters" has the meaning ascribed to it in Section 5.10(a)
hereof.

         "Indemnitees" has the meaning ascribed to it in Section 5.10(a) hereof.

         "Index  Debt  Rating"  means the  rating  available  to the  Borrower's
senior, unsecured, non-credit-enhanced long term indebtedness for borrowed money
("Index Debt").

         "Institutional Debt" means Indebtedness for borrowed money which may be
raised by the Borrower in the private placement or public debt markets.

         "Intercompany  Notes" means those notes  payable to the Borrower or any
Subsidiary from any Subsidiary evidencing loans or advances made by the Borrower
or any Subsidiary to such Subsidiary.

         "Interest  Period"  means  for (a) any  Offshore  Advance,  the  period
beginning  on the day the Advance is made and ending one,  two, or three  months
thereafter  (as the Borrower shall  select),  and (b) any Bid Rate Advance,  for
Offshore Bid Rate  Advances,  the period  commencing on the date of such Advance
and ending one, two, three or six months thereafter,  as the Borrower may elect,
and (c) any Swing  Line  Advances,  the  period  commencing  on the date of such
Advance  and  ending  not  less  than 3  calendar  days  nor  more  than 90 days
thereafter.

         Notwithstanding the foregoing,  if (i) any Interest Period would end on
a day which shall not be a Business Day, such Interest  Period shall be extended
to the next succeeding Business Day unless, with respect to Offshore Loans only,
such next  succeeding  Business Day would fall in the next  calendar  month,  in
which case such Interest Period shall end on the next preceding Business Day and
(ii) no Interest  Period may be selected for any Borrowing  that ends later than
the Maturity Date.  Interest shall accrue from and including the first day of an
Interest Period to but excluding the last day of such Interest Period.

         "Investment"  means any acquisition of all or substantially  all assets
of any Person,  or any direct or indirect  purchase or other  acquisition of, or
beneficial  interest in, Capital Stock or other  securities of any other Person,
or any direct or indirect  loan,  advance  (other than advances to employees for
moving and travel  expenses,  drawing  accounts and similar  expenditures in the
ordinary  course of business) or capital  contribution  to, or investment in any
other  Person,  including  without  limitation  the  incurrence or sufferance of
Indebtedness  or accounts  receivable  of any other  Person that are not current
assets or do not arise in the ordinary course of business.

<PAGE>
         "Invitation   to  Bid"   means   any   certificate   executed   by  the
Administrative  Agent  notifying  each Lender of the Borrower's Bid Rate Advance
Request,  which  certificate  shall be in  substantially  the form of  Exhibit G
hereto.

         "Jacor  Bond Debt and  Option  Notes"  means  those 10 and 1/8%  Senior
Subordinated  Notes due 2006, 9 and 3/4% Senior  Subordinated  Notes due 2006, 8
and 3/4% Senior Subordinated Notes due 2007 and 8% Senior Subordinated Notes due
2010, Liquid Yield Option Notes due 2011 and those Liquid Yield Option Notes due
2018, in each case issued by Jacor Communications Company, Jacor Communications,
Inc. or a predecessor.

         "Judgment Currency" has the meaning specified in Section 11.14  hereof.

         "Lender"  means  each  financial  institution  or  fund  shown  on  the
signature pages hereof so long as such financial institution or fund maintains a
Commitment or is owed any part of the Obligations  (including the Administrative
Agent in its  individual  capacity),  and each Assignee that  hereafter  becomes
party  hereto  pursuant to Section 11.6 hereof or as a result of an amendment to
this Agreement.

         "Leverage  Ratio" means,  for any date of  determination,  the ratio of
Total Debt as of the date of  determination  to Operating Cash Flow for the four
most recently ended fiscal quarters preceding such date of determination.

         "Lien" means, with respect to any property, any mortgage, lien, pledge,
collateral assignment, hypothecation, charge, security interest, title retention
agreement,   levy,  execution,   seizure,   attachment,   garnishment  or  other
encumbrance  of any kind in respect  of such  property,  whether or not  choate,
vested or perfected.

         "Loan Documents" means this Agreement,  the Revolving Credit Notes, the
Bid Rate Notes,  the Swing Line Notes,  fee letters,  and any other  document or
agreement  executed  or  delivered  from  time  to  time  by the  Borrower,  any
Subsidiary  or any other  Person in  connection  herewith or as security for the
Obligations.

         "Local Marketing Agreement" means any time brokerage agreements,  local
market  affiliation  agreements  or related or similar  agreements  entered into
between the Borrower or any Subsidiary and any other Person, as any of the above
may be amended, substituted, replaced or modified.

         "Margin"  means,  as to any  Offshore  Bid  Rate  Advance,  the  margin
(expressed  as a  percentage  rate per annum in the form of a decimal to no more
than four  decimal  places)  quoted by any Lender  offering an Offshore Bid Rate
Advance  pursuant to Section  2.2(h)(iii)  hereof to be added or subtracted from
the Approved Offshore Currency Rate or the Offshore Dollar Rate, as the case may
be, to determine the interest rate applicable to such Advance.

<PAGE>

         "Material  Adverse  Effect" means any act or circumstance or event that
(a) causes a Default,  or (b)  otherwise  could  reasonably  be  expected  to be
material  and  adverse  to  the  business,   consolidated  assets,  liabilities,
financial condition,  results of operations or prospects of the Borrower and its
Restricted Subsidiaries, together taken as a whole.

         "Maturity  Date" means the earlier of (i) August ___,  2000 (unless the
Commitment  is converted to a term loan pursuant to Section 2.16 hereof in which
case  such  date  shall be  August  ___,  2004) or (ii) the  termination  of the
Commitment pursuant to Section 8.2.

         "Maximum  Amount"  means the maximum  amount of interest  which,  under
Applicable Law, the Lenders are permitted to charge on the Obligations.

         "Moody's" means Moody's Investors Services, Inc.

         "More  Group" means the More Group Plc, a company incorporated in
England  (number 309019)  of 33 Golden Square, London, W1R 3PA.

         "More   Group   Credit   Facility"   means  those   certain   unsecured
multi-currency credit facilities among Barclays Bank Plc, Bank of Scotland,  A1B
Group Plc, Svenska Handelsbank AB,  Skandinaviska  Enskilda Banken AB, The Chase
Manhattan  Bank (as Lenders,  as such Lenders may be replaced from time to time)
and More Group, as parent, borrower and guarantor.

         "Multiemployer   Plan"  means,  as  to  any  Person,  at  any  time,  a
"multiemployer  plan" within the meaning of Section  4001(a)(3)  of ERISA and to
which  such  Person  or any  member of its  Controlled  Group is  making,  or is
obligated  to make  contributions  or has  made,  or  been  obligated  to  make,
contributions.

         "Necessary  Authorization" means any license, permit, consent, approval
or authorization  from, or any filing or registration  with, any governmental or
other regulatory  authority  (including without limitation the FCC) necessary or
appropriate to enable the Borrower or any Subsidiary to maintain and operate its
business and properties.

         "Net Cash Proceeds" means, with respect to any sale, lease, transfer or
disposition of any asset by any Person or the issuance of Institutional  Debt or
Equity by any Person (other than the net cash proceeds from the consolidation of
any Restricted  Subsidiary with another  Restricted  Subsidiary),  the aggregate
amount of cash received by such Person in connection with such transaction minus
reasonable fees, costs and expenses and related taxes.



<PAGE>


         "Notice  of  Acceptance  of Bid"  means  any  certificate  signed by an
Authorized  Signatory  of  the  Borrower  accepting  Bid  Rate  Advances,  which
certificate shall be in substantially the form of Exhibit H hereto.

         "Notice of Borrowing" has the meaning specified in Section 2.2(a)
hereof.

         "Notice of Continuation/Conversion" has the meaning specified in
Section 2.2(d) hereof.

         "NRNZ" means NRNZ Holdings, Limited, a New Zealand corporation of which
33 1/3% of the outstanding Capital Stock is owned by the Borrower.

         "Obligations"  means (a) all obligations of any nature (whether matured
or  unmatured,  fixed or  contingent)  of the Borrower or any  Subsidiary to the
Lenders under the Loan Documents,  as they may be amended from time to time, and
(b) all  obligations  of the  Borrower or any  Subsidiary  for losses,  damages,
expenses  or any other  liabilities  of any kind that any  Lender  may suffer by
reason of a breach by the Borrower or any Subsidiary of any obligation, covenant
or undertaking with respect to any Loan Document.

         "Offshore  Advance" means any Advance which the Borrower requests to be
made as an Offshore  Advance or which is reborrowed as an Offshore  Advance,  in
accordance with the provisions of Section 2.2 hereof.

         "Offshore  Basis" means a simple per annum  interest  rate equal to the
lesser of (a) the Highest  Lawful Rate,  or (b) the sum of the  Offshore  Dollar
Rate or Approved  Offshore  Currency  Rate, as  applicable,  plus the Applicable
Margin.  The  Offshore  Basis  shall be subject to and  adjusted  to account for
premiums assessed by each Lender for reserve or deposit requirements,  which are
payable  directly to each Lender.  Once  determined,  the  Offshore  Basis shall
remain unchanged during the applicable Interest Period.

         "Offshore  Bid Rate" means a rate per annum  equal to (a) the  Offshore
Dollar  Rate or Approved  Offshore  Currency  Rate,  as the case may be, plus or
minus (b) the Margin.

         "Offshore Bid Rate Advance" means any Bid Rate Advance which bears
interest at an Offshore Rate.

         "Offshore Lending Office" means,  with respect to a Lender,  the office
designated  as its  Offshore  Lending  Office for Dollar  Advances on Schedule 1
attached  hereto,  and such other office of the Lender or any of its  affiliates
hereafter designated by notice to the Borrower and the Administrative Agent.

         "Offshore  Dollar Rate" shall mean, for any Offshore Advance to be made
in  Dollars  for any  Interest  Period  therefor,  the rate per  annum  (rounded
upwards, if necessary, to the nearest one-one hundredth (1/100th) of one percent
(1%))  appearing  on Telerate  Page 3750 (or any  successor  page) as the London
interbank  offered rate for deposits in United States  dollars at  approximately
11:00  a.m.  (London  time)  two  Business  Days  prior to the first day of such
Interest  Period.  If for any  reason  such  rate  is not  available,  the  term
"Offshore  Dollar  Rate"  shall  mean,  for any  Offshore  Advance to be made in
Dollars for any Interest Period therefor,  the rate per annum (rounded  upwards,
if necessary,  to the nearest one-one  hundredth  (1/100th) of one percent (1%))
appearing on Reuters Screen LIBO page as the London  interbank  offered rate for
deposits in United States dollars at approximately  11:00 a.m. (London time) two
Business  Days  prior  to the  first  day of  such  Interest  Period  for a term
comparable to such Interest Period; provided,  however, if more than one rate is
specified  on  Reuters  Screen  LIBO  Page,  the  applicable  rate  shall be the
arithmetic mean of all such rates.

<PAGE>

         "Operating Cash Flow" means,  for any period,  determined in accordance
with  GAAP  on  a  consolidated  basis  for  the  Borrower  and  its  Restricted
Subsidiaries,  the sum of (a) pre-tax net income  (excluding  therefrom  (i) any
items of  extraordinary  gain,  including  net gains on the sale of assets other
than  asset  sales in the  ordinary  course of  business,  and (ii) any items of
extraordinary loss,  including net losses on the sale of assets other than asset
sales  in  the  ordinary  course  of  business),   plus  (b)  interest  expense,
depreciation  and  amortization  (including  amortization  of  film  contracts),
deferred  and other  non-cash  expenses,  and minus  (c) cash  payments  made or
scheduled to be made with respect to film  contracts.  Operating Cash Flow shall
be adjusted to exclude (i) any  extraordinary  non-cash  items  deducted from or
included in the calculation of pre-tax net income and (ii) without  duplication,
any  accrued  but not paid  income  or loss from  Investments.  For  purpose  of
calculation of Operating Cash Flow with respect to assets not owned at all times
during the four fiscal quarters preceding the date of determination of Operating
Cash Flow there shall be (i) included in Operating  Cash Flow the Operating Cash
Flow of any assets  acquired  during any of such four  fiscal  quarters  for the
twelve month period preceding the date of determination,  and (ii) excluded from
Operating Cash Flow the Operating Cash Flow of any assets disposed of during any
of such four fiscal  quarters for the twelve month period  preceding the date of
determination;  provided,  however,  that if any Subsidiary becomes a Restricted
Subsidiary  after  the  Agreement  Date  and  the  Borrower  shall  directly  or
indirectly own less than 90% of such Subsidiary's Capital Stock, or with respect
to Eller and its  subsidiaries,  Borrower  shall directly or indirectly own less
than  88% of such  Capital  Stock,  then  for  purposes  of the  calculation  of
Operating  Cash Flow,  the  Borrower  shall only  include a  percentage  of such
Subsidiary's operating cash flow equal to the Borrower's percentage ownership of
the Capital Stock of such Subsidiary.

         "Operating  Lease"  means  any  operating  lease,  as  defined  in  the
Financial  Accounting Standard Board Statement of Financial Accounting Standards
No. 13,  dated  November,  1976 or otherwise in  accordance  with GAAP,  with an
initial or remaining noncancellable lease term in excess of one year.

         "Option  Date"  means the date  which is 364 days  after the  Agreement
Date.

         "Participant" has the meaning ascribed to it in Section 11.6(c) hereof.

<PAGE>

         "Participating Member State" means each country which from time to time
becomes a Participating Member State as described in Emu Legislation.

         "Participation" has the meaning ascribed to it in Section 11.6(c)
hereof.

         "Payment  Date" means the last day of the Interest  Period for any
Offshore  Advance,  Bid Rate Advance or Swing Line Advance.

         "PBGC" means the Pension  Benefit  Guaranty  Corporation  or any entity
succeeding to any or all of its functions under ERISA.

         "Permitted Liens" means, as applied to any Person:

         any Lien in favor of the Lenders to secure the Obligations hereunder;

         (i) Liens on real estate for real estate taxes not yet delinquent, (ii)
Liens created by lease  agreements to secure the payments of rental  amounts and
other sums not yet due thereunder, (iii) Liens on leasehold interests created by
the lessor in favor of any mortgagee of the leased premises,  and (iv) Liens for
taxes,  assessments,  governmental  charges,  levies  or  claims  that are being
diligently  contested  in good faith by  appropriate  proceedings  and for which
adequate  reserves shall have been set aside on such Person's books, but only so
long  as no  foreclosure,  restraint,  sale or  similar  proceedings  have  been
commenced with respect thereto;

         Liens of carriers,  warehousemen,  mechanics,  laborers and materialmen
and other similar Liens incurred in the ordinary course of business for sums not
yet due or  being  contested  in good  faith,  if such  reserve  or  appropriate
provision, if any, as shall be required by GAAP shall have been made therefor;

         Liens  incurred in the ordinary  course of business in connection  with
worker's compensation, unemployment insurance or similar legislation;

         Easements, right-of-way, restrictions and other similar encumbrances on
the use of real property which do not interfere with the ordinary conduct of the
business of such Person;

         Liens  created  to  secure  the  purchase  price of  tangible  personal
property acquired by such Person or created to secure Indebtedness  permitted by
Section  7.1(d) hereof in an amount not to exceed  $25,000,000 in the aggregate,
which is incurred  solely for the purpose of financing the  acquisition  of such
assets and incurred at the time of acquisition,  so long as each such Lien shall
at all times be confined solely to the asset or assets so acquired (and proceeds
thereof),  and  refinancings  thereof so long as any such Lien remains solely on
the asset or assets acquired and the amount of  Indebtedness  related thereto is
not increased;

<PAGE>

         Liens  in  respect  of  judgments  or  awards  for  which   appeals  or
proceedings  for review are being  prosecuted  and in respect of which a stay of
execution upon any such appeal or proceeding for review shall have been secured,
provided that (i) such Person shall have established  adequate reserves for such
judgments or awards,  (ii) such  judgments or awards shall be fully  insured and
the insurer shall not have denied  coverage,  or (iii) such  judgments or awards
shall have been bonded to the satisfaction of the Determining Lenders; and

         Any  Liens  existing  on the  Agreement  Date  which are  described  on
Schedule 2 hereto,  and Liens  resulting  from the  refinancing  of the  related
Indebtedness,  provided  that the  Indebtedness  secured  thereby  shall  not be
increased and the Liens shall not cover additional assets of the Borrower.

         "Person"  means  an  individual,  corporation,  partnership,  trust  or
unincorporated  organization,  limited liability company, or a government or any
agency or political subdivision thereof.

         "Plan"  means an employee  pension  benefit  plan as defined in Section
3(2) of ERISA  (including a  Multiemployer  Plan) that is covered by Title IV of
ERISA or subject to the minimum funding  standards under Section 412 of the Code
and is maintained  for the employees of the Borrower,  its  Subsidiaries  or any
member of their Controlled Group.

         "Primary  Credit  Agreement"  has the meaning  ascribed  thereto in the
"Background" section of this Agreement.

         "Prime Rate" means,  at any time,  the prime interest rate announced or
published by the  Administrative  Agent from time to time as its reference  rate
for the  determination  of  interest  rates for loans of varying  maturities  in
United  States  dollars  to  United  States  residents  of  varying  degrees  of
creditworthiness  and being quoted at such time by the  Administrative  Agent as
its "prime rate;" it being  understood that such rate may not be the lowest rate
of interest charged by the Administrative Agent.

         "Pro-Forma  Debt  Service"  means,  as of any  date  of  determination,
determined  in  accordance  with  GAAP  for  the  Borrower  and  its  Restricted
Subsidiaries on a consolidated  basis, the sum (without  duplication) of (a) all
payments of principal,  interest, fees and other amounts scheduled to be paid on
all  Indebtedness  during the succeeding four fiscal quarters  (assuming for any
Indebtedness  subject to a floating interest rate, an interest rate equal to the
applicable  rate in  effect  on the date of  determination),  plus  (b)  without
duplication,  all rentals and other amounts  (excluding  insurance  premiums and
property  taxes)  scheduled to be paid under all Capitalized  Lease  Obligations
during the  succeeding  four fiscal  quarters,  plus (c) all debt  discount  and
expense scheduled to be amortized during the succeeding four fiscal quarters.

         "Quarterly Date" means March 31, June 30, September 30 and December 31,
beginning September 30, 1999.

<PAGE>

         "Refinancing  Advance" means any Offshore  Advance which is used to pay
the principal  amount (or any portion thereof) of an Offshore Advance at the end
of its Interest Period and which, after giving effect to such application,  does
not  result in an  increase  in the  aggregate  amount of  outstanding  Offshore
Advances at the time of the Refinancing Advance.

         "Regulatory Modification" has the meaning set forth in Section 9.6
hereof.

         "Regulatory Modification Retroactive Effective Date" has the meaning
set forth in Section 9.6 hereof.

         "Regulatory Modification Set Date" has the meaning set forth in Section
9.6 hereof.

         "Release  Date"  means the date on which the notes have been paid,  all
other  Obligations  due and owing have been paid and performed in full,  and the
Commitment has been terminated.

         "Reportable Event" has the meaning set forth in Title IV of ERISA.

         "Reset  Date"  means the first  Business  Day  following  the  relevant
Calculation Date.

         "Restricted  Subsidiary"  means any Subsidiary of Borrower which is not
an Unrestricted Subsidiary together with ARN and NRNZ.

         "Revolving Credit Advance" means an Advance made pursuant to Section
2.1(a) hereof.

         "Revolving Credit Borrowing" means a Borrowing consisting of Revolving
Credit Advances.

         "Revolving  Credit  Note"  means any  promissory  note of the  Borrower
evidencing  Revolving  Credit Advances  hereunder,  substantially in the form of
Exhibit A hereto,  together with any extension,  renewal or amendment thereof or
substitution therefor.

         "Solvent" means, as of any date of  determination,  with respect to any
Person,  that on such  date  such  Person  is not  "insolvent"  (as that term is
defined in section 101 of the  Bankruptcy  Reform Act of 1978,  as amended  from
time to time and any successor statute), (b) such Person does not intend to, and
does not believe that it will,  incur debts or liabilities  beyond such Person's
ability to pay as such debts and liabilities  mature, and (c) such Person is not
engaged in business or a transaction,  and is not about to engage in business or
a transaction, for which such Person's property would constitute an unreasonably
small capital.

         "S&P"  means  Standard  & Poor's  Ratings  Services,  a  Division  of
The  McGraw-Hill,  Inc.,  a New York corporation.

<PAGE>

         "Special  Counsel"  means the law firm of  Donohoe,  Jameson & Carroll,
P.C., or such other legal counsel as the Administrative Agent may select.

         "Specified   Percentage"  means,  as  to  any  Lender,  the  percentage
indicated  beside its name on Schedule  10, or if  applicable,  specified in its
most recent Assignment Agreement.

         "Subordinated Debt" means any Institutional Debt of the Borrower or any
of its  Subsidiaries  which  shall have been and  continues  to be  validly  and
effectively  subordinated  to the prior  payment in full of the  Obligations  on
terms and documentation approved in writing by the Determining Lenders.

         "Subsidiary"  means  (a) any  corporation  of which  50% or more of the
outstanding  stock (other than  directors'  qualifying  shares) having  ordinary
voting power to elect a majority of its board of  directors,  regardless  of the
existence  at the time of a right of the holders of any class of  securities  of
such corporation to exercise such voting power by reason of the happening of any
contingency,  is at the time owned by the  Borrower,  directly or through one or
more  intermediaries,  and (b) any  other  entity  which is  Controlled  or then
capable of being  Controlled  by the  Borrower,  directly or through one or more
intermediaries, whether a Restricted Subsidiary or Unrestricted Subsidiary.

         "Swing Line Advance" means an Advance made pursuant to Section 2.1(b)
hereof.

         "Swing  Line Bank" means (a) Bank of America,  N.A.  and any  successor
thereto in  accordance  with Section  10.1(b)  hereof and (b) in the event of an
increase in the Swing Line Facility  Borrowing Limit, any Lender which agrees to
fund Swing Line Advances in excess of the initial Swing Line Facility  Borrowing
Limit.

         "Swing Line Borrowing" means a Borrowing comprised of Swing Line
Advances.

         "Swing Line Facility Borrowing Limit" means (a) initially,  $75,000,000
and (b) in the event the  Commitment  is at any time in excess of  $500,000,000,
provided that a Lender  reasonably  acceptable to the  Administrative  Agent has
agreed to fund Swing Line  Advances in excess of the initial Swing Line Facility
Borrowing  Limit,  the sum of (i)  $75,000,000  plus (ii) an amount equal to the
product of (A) 15%  multiplied  by (B) the  remainder  of the  Commitment  minus
$500,000,000.

         "Swing Line Note" means the promissory note of the Borrower  payable to
the order of each Swing Line Bank  evidencing  Swing  Line  Advances  hereunder,
substantially  in the form of  Exhibit I hereto,  together  with any  extension,
renewal or amendment thereof or substitution therefor.

<PAGE>

         "TARGET Business Day" means a day when TARGET (Trans-European Automated
Real-time Gross settlement  Express Transfer system),  or any successor thereto,
is scheduled to be open for business.

         "Termination  Event" means,  with respect to the  Borrower,  any of its
Subsidiaries or any Plan, (a) a Reportable Event, (b) the withdrawal from a Plan
during a Plan  year in which  it was a  "substantial  employer"  as  defined  in
Section 4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate a
Plan or the treatment of a Plan amendment as a termination under Section 4041 of
ERISA,  (d) the  institution  of  proceedings  by the Pension  Benefit  Guaranty
Corporation  to terminate a Plan or appoint a trustee to administer a Plan,  (e)
the  failure  to comply  with the  minimum  funding  requirements  of ERISA with
respect to any Plan, or (f) any other event or condition which might  constitute
grounds under Section 4042 of ERISA for the  termination  of, or the appointment
of a trustee to administer, any Plan.

         "Total Debt" means, as of any date of determination, determined for the
Borrower  and its  Restricted  Subsidiaries  on a  consolidated  basis,  the sum
(without  duplication)  of (a) all principal  and interest  owing under the Loan
Documents,  (b) all  Indebtedness  evidenced by a  promissory  note or otherwise
representing  borrowed money, (c) all Capitalized  Lease Obligations and (d) all
Guaranties.

         "Treaty" means the Treaty establishing the European Economic Community,
being the Treaty of Rome of March 25, 1957 as amended by the single European Act
1986 and the  Maastricht  Treaty  (which was signed on February 7, 1992 and came
into force on November 1, 1993) as amended,  varied or supplemented from time to
time.

         "Type"  means  any  type of  Advance  determined  with  respect  to the
interest  option  applicable  thereto,  i.e., an Offshore  Advance,  a Base Rate
Advance or an Offshore Bid Rate Advance.

         "Unrestricted   Subsidiary"  means  those  Subsidiaries  designated  as
Unrestricted  Subsidiaries  on Schedule 6, any entity  acquired as an Investment
after the  Agreement  Date unless such  Investment is designated as a Restricted
Subsidiary  by  Borrower  prior  to the  completion  of such  Investment,  or by
complying  with  the  terms  and  provisions  of  Section  5.12(a)  hereof.   An
Unrestricted  Subsidiary  may become a Restricted  Subsidiary and subject to the
provisions hereof by Borrower's designation thereof in accordance with the terms
and provisions of Section 5.12(b), as applicable.

         "Weighted   Average  Life  to  Maturity"  means,  as  of  the  date  of
determination,  with respect to any debt  instrument,  the quotient  obtained by
dividing  (i) the sum of the  products  of the  number of years from the date of
determination  to the dates of each successive  scheduled  principal  payment of
such debt instrument by the amount of such principal  payment by (ii) the sum of
all such principal payments.

<PAGE>

         "Year 2000 Compliant" has the meaning specified in Section 4.1(x)
hereto.

         Amendments  and  Renewals.  Each  definition  of an  agreement  in this
Article 1 shall  include such  agreement  as amended to date,  and as amended or
renewed from time to time in accordance with its terms,  but only with the prior
written consent of the Determining Lenders.

         Construction.  The terms defined in this Article 1 (except as otherwise
expressly  provided in this  Agreement) for all purposes shall have the meanings
set forth in Section 1.1 hereof,  and the singular shall include the plural, and
vice  versa,  unless  otherwise   specifically  required  by  the  context.  All
accounting  terms used in this Agreement which are not otherwise  defined herein
shall be  construed  in  accordance  with GAAP on a  consolidated  basis for the
Borrower and its Subsidiaries,  unless otherwise expressly stated herein. To the
extent  that a material  change in GAAP occurs  after the  Agreement  Date,  the
Borrower  and  Lenders  agree to  negotiate  in good faith to effect  conforming
changes to the financial covenants set forth in Article 7 hereof.


                                    ARTICLE 2

                                    Advances

         The Advances.

         Revolving Credit Advances. Each Lender severally agrees, upon the terms
and  subject to the  conditions  of this  Agreement,  to make  Revolving  Credit
Advances to the Borrower in Dollars and Approved  Offshore  Currencies from time
to time up to and including the Option Date in an aggregate amount not to exceed
its Specified  Percentage of the Commitment less its Specified Percentage of the
Swing Line Advances then outstanding (assuming compliance with all conditions to
drawing)  for the purposes  set forth in Section 5.9 hereof.  On the  Conversion
Date, all Revolving  Credit  Advances  outstanding on the Conversion  Date shall
convert  to a  term  loan  in  the  amount  of  the  Revolving  Credit  Advances
outstanding on the  Conversion  Date and such term loan shall be due and payable
in one payment on the Maturity Date. Subject to the terms and conditions of this
Agreement,  until the Option Date,  Advances may be repaid and then  reborrowed.
Any Revolving Credit Advance shall, at the option of the Borrower as provided in
Section  2.2  hereof  (and,  in  the  case  of  Offshore  Advances,  subject  to
availability and to the provisions of Article 9 hereof),  be made as a Base Rate
Advance or an Offshore Advance;  provided that there shall not be outstanding to
any Lender,  at any one time, more than ten Offshore  Advances.  Notwithstanding
any  provision  in any Loan  Document  to the  contrary,  in no event  shall the
Lenders be required to make Revolving  Credit Advances if after giving effect to
the  making of such  Advances  the  Dollar  Equivalent  principal  amount of all
outstanding Revolving Credit Advances, Bid Rate Advances and Swing Line Advances
plus the principal amount of Indebtedness guaranteed by the Borrower pursuant to
the Bank of America  Guaranty would exceed the Commitment.  On the Maturity Date
unless sooner paid as provided herein, the outstanding Revolving Credit Advances
shall be repaid in full. After the Conversion Date, no Revolving Credit Advances
will be available except Refinancing Advances.

<PAGE>

         Swing Line  Advances.  The Borrower may request the  appropriate  Swing
Line Bank to make, and the appropriate  Swing Line Bank shall make, on the terms
and  conditions  hereinafter  set forth,  Swing Line  Advances in Dollars and in
Approved  Offshore  Currencies to the Borrower from time to time on any Business
Day up to and  including  the  Option  Date  in an  aggregate  principal  Dollar
Equivalent  amount  not to exceed at any time with  respect  to both  Swing Line
Banks the  lesser  of (a) the Swing  Line  Facility  Borrowing  Limit and (b) an
amount equal to the remainder of the  Commitment  minus the aggregate  principal
Dollar Equivalent amount of Revolving Credit Advances and Bid Rate Advances then
outstanding and the principal amount of Indebtedness  guaranteed by the Borrower
pursuant to the Bank of America Guaranty. Each Swing Line Advance shall be in an
amount not less than the Dollar  Equivalent  of  $100,000.  Subject to the terms
hereof, Swing Line Advances may be repaid and then reborrowed.

         Bid Rate Advances. Each Lender may, in its sole discretion,  and on the
terms and conditions set forth in this Agreement,  make Bid Rate Advances to the
Borrower from time to time in Dollars or in Approved  Offshore  Currencies up to
and  including  the  Option  Date in an  aggregate  amount  not in excess of the
difference  between (i) the  Commitment  minus (ii) the sum of (A) the aggregate
principal Dollar Equivalent amount of all Revolving Credit Advances,  Swing Line
Advances and other Bid Rate  Advances  then  outstanding  plus (B) the principal
amount  of  Indebtedness  guaranteed  by the  Borrower  pursuant  to the Bank of
America  Guaranty.  Notwithstanding  anything in the  preceding  sentence to the
contrary,  outstanding Bid Rate Advances may not exceed the Dollar Equivalent of
$150,000,000  in the aggregate at any time.  Bid Rate Advances may bear interest
at the Offshore Bid Rate.  Each Offshore Bid Rate Advance shall be for a term of
1, 2, or 3 months.  Each Bid Rate  Advance  Borrowing  shall be in an  aggregate
principal amount which is at least $5,000,000 and which is an integral  multiple
of $1,000,000 in excess thereof (or the Dollar  Equivalent of each such amount),
and each Bid Rate Advance by a Lender shall be in a principal amount which is at
least  $1,000,000  and which is an  integral  multiple of  $1,000,000  in excess
thereof (or the Dollar Equivalent of each such amount). No Lender shall have any
obligation to make Bid Rate  Advances and the Borrower  shall have no obligation
to accept an offer for Bid Rate Advances.

         Manner of Borrowing and Disbursement.

         Base Rate Advances. In the case of Base Rate Advances (other than Swing
Line Advances),  the Borrower,  through an Authorized Signatory,  shall give the
Administrative  Agent at least one Business Days' irrevocable written notice, or
irrevocable   telephonic  notice  followed  immediately  by  written  notice  in
substantially the form of Exhibit J hereto (a "Notice of Borrowing")  (provided,
however, that the Borrower's failure to confirm any telephonic notice in writing
shall  not  invalidate  any  notice so  given),  of its  intention  to borrow or
reborrow  a  Base  Rate  Advance  hereunder.   Notice  shall  be  given  to  the
Administrative  Agent prior to 11:00 a.m., Dallas, Texas time, in order for such
Business Day to count toward the minimum number of Business Days required.  Such
Notice of Borrowing shall specify the requested  funding date,  which shall be a
Business Day, and the amount of the proposed  aggregate Base Rate Advances to be
made by Lenders.

<PAGE>

         Offshore  Advances.  In the case of Offshore  Advances,  the  Borrower,
through an Authorized  Signatory,  shall give the Administrative  Agent at least
three Business Days' (or four Business  Days',  if such Advance is to be made in
an Approved  Offshore  Currency)  irrevocable  written  notice,  or  irrevocable
telephonic notice followed immediately by written notice pursuant to a Notice of
Borrowing  (provided,  however,  that the  Borrower's  failure  to  confirm  any
telephonic  notice in writing shall not invalidate any notice so given),  of its
intention to borrow or reborrow an Offshore Advance  hereunder.  Notice shall be
given to the Administrative  Agent prior to 10:00 a.m.,  Dallas,  Texas time, in
order for such Business Day to count toward the minimum  number of Business Days
required. Offshore Advances shall in all cases be subject to availability and to
Article 9 hereof. For Offshore  Advances,  the Notice of Borrowing shall specify
the requested  funding date,  which shall be a Business Day whether such Advance
is to be made in Dollars or in an Approved Offshore Currency and specifying such
Approved  Offshore  Currency,  the  amount of the  proposed  aggregate  Offshore
Advances to be made by Lenders and the Interest Period selected by the Borrower,
provided  that no such  Interest  Period shall extend past the Maturity  Date or
prohibit or impair the Borrower's ability to comply with Section 2.8 hereof.

         Swing Line Advances. In the case of Swing Line Advances,  the Borrower,
through an Authorized Signatory,  shall give the appropriate Swing Line Bank and
the  Administrative  Agent at least four  Business  Days  before the date of any
proposed Swing Line Advance  irrevocable  telephonic notice (provided,  however,
(i) the Borrower shall deliver  written  notice at least once a week  confirming
the telephonic notices given by the Borrower with respect to Swing Line Advances
during the  immediately  preceding week and (ii) that the Borrower's  failure to
confirm any  telephonic  notice in writing  shall not  invalidate  any notice so
given), of its intention to borrow or reborrow a Swing Line Advance. Such Notice
of Borrowing  shall  specify (i) the requested  funding  date,  which shall be a
Business Day, (ii) the amount of the proposed  Swing Line Advance,  (iii) if the
Swing Line Advance is not in Dollars,  the Approved  Offshore  Currency for such
Swing  Line  Advance  and (iv) the  maturity  date of the  proposed  Swing  Line
Advance.

         Continuation/Conversion.  Subject to Sections  2.1 and 2.9 hereof,  the
Borrower shall have the option (i) to convert at any time all or any part of the
outstanding (A) Base Rate Advances to Offshore Advances or (B) Offshore Advances
to Base Rate Advances or (ii) upon expiration of any Interest Period  applicable
to an Offshore Advance,  to continue all or any portion of such Offshore Advance
equal to $500,000 and integral  multiples of $100,000 (or the Dollar  Equivalent
of each such  amount) in excess of that  amount as an  Offshore  Advance and the
succeeding  Interest Period(s) of such continued Offshore Advance shall commence
on the last day of the Interest Period of the Offshore  Advance to be continued;
provided,  however, (a) Offshore Advances may not be made as Base Rate Advances,
(b) Offshore Advances may only be continued in the same currency as the original
Borrowing,  (c) the Dollar  Equivalent of any Offshore Advance that is continued
shall be recalculated as of the date of the continuation and (d) notwithstanding
anything  in this  Agreement  to the  contrary,  no  outstanding  Advance may be
continued as, or converted  into, an Offshore  Advance when any Default or Event
of Default has occurred and is continuing. At least three Business Days (or four
Business  Days  prior to a  proposed  conversion  to an  Offshore  Advance in an
Approved Offshore  Currency) prior to a proposed  conversion/continuation  date,
the Borrower,  through an Authorized  Signatory,  shall give the  Administrative
Agent  irrevocable  written notice,  or irrevocable  telephonic  notice followed
immediately by written notice in  substantially  the form of Exhibit K hereto (a
"Notice of  Continuation/Conversion")  (provided,  however,  that the Borrower's
failure to confirm any  telephonic  notice in writing shall not  invalidate  any
notice so given), stating (i) the proposed  conversion/continuation  date (which
shall  be  a   Business   Day),   (ii)  the   amount  of  the   Advance   to  be
converted/continued, (iii) in the case of a conversion to, or a continuation of,
an  Offshore  Advance,  the  requested  Interest  Period,  (iv) in the case of a
conversion of a Base Rate Advance to an Offshore  Advance or  continuation of an
Offshore  Advance,  stating that no Default or Event of Default has occurred and
is continuing,  and (v) whether such Advance to be  converted/continued is to be
made in Dollars or an Approved Offshore  Currency,  and specifying such Approved
Offshore Currency. If the Borrower,  through an Authorized Signatory, shall fail
to give any notice in accordance with this Section 2.2(d), the Borrower shall be
deemed  irrevocably to have requested that such Offshore Advance be converted to
a Base Rate Advance in the same principal  amount.  Notice shall be given to the
Administrative  Agent prior to 11:00 a.m., Dallas, Texas time, in order for such
Business Day to count toward the minimum number of Business Days required.

<PAGE>

         Minimum Amounts.  The aggregate amount of Base Rate Advances to be made
by the  Lenders  on any day  shall be in a  principal  amount  which is at least
$1,000,000  and which is an integral  multiple of $100,000;  provided,  however,
that such amount may equal the unused  amount of the  Commitment.  The aggregate
amount of Offshore  Advances  having the same Interest  Period and to be made by
the  Lenders  on any day  shall  be in a  principal  amount  which  is at  least
$5,000,000  and  which  is an  integral  multiple  of  $100,000  (or the  Dollar
Equivalent of each such amount on the date of such Advance).

         Notice and Disbursement. The Administrative Agent shall promptly notify
the Lenders of each notice received from the Borrower  pursuant to this Section.
If such notice from the Borrower  designated an Approved Offshore Currency,  the
Administrative  Agent shall promptly  notify the Borrower and the Lenders of the
Dollar  Equivalent  thereof.  Failure  of the  Borrower  to give any  notice  in
accordance  with  Section  2.2(d)  hereof  shall  result in a  repayment  of any
existing  Offshore  Advance  on the  applicable  Payment  Date by a  Refinancing
Advance  which is a Base Rate Advance.  Each Lender shall,  not later than noon,
Dallas,  Texas time, on the date of any Revolving  Credit  Advance that is not a
Refinancing  Advance,  deliver to the  Administrative  Agent, at its address set
forth  herein,  such Lender's  Specified  Percentage  of such  Revolving  Credit
Advance in immediately  available  funds in accordance  with the  Administrative
Agent's instructions,  except that if such Advance is denominated in an Approved
Offshore Currency,  each Lender shall make available its funds at such office as
the Administrative Agent has previously specified in a notice to each Lender, in
such  funds  as  are  then  customary  for  the   settlement  of   international
transactions in the applicable  Approved  Offshore Currency and as customary and
as specified by the Administrative Agent and no later than such local time as is
necessary  for such funds to be received  and  transferred.  Prior to 2:00 p.m.,
Dallas,  Texas time, on the date of any Revolving Credit Advance hereunder,  the
Administrative  Agent shall, subject to satisfaction of the conditions set forth
in Article 3, disburse the amounts made available to the Administrative Agent by
the Lenders by (i)  transferring  such amounts by wire transfer  pursuant to the
Borrower's instructions, or (ii) in the absence of such instructions,  crediting
such amounts to the account of the Borrower  maintained with the  Administrative
Agent.  All Revolving  Credit Advances shall be made by each Lender according to
its Specified Percentage.  No Lender shall be relieved of its obligation to fund
its Specified  Percentage of any Revolving  Credit Advance  notwithstanding  the
fact that at any time the aggregate outstanding principal amount of all Bid Rate
Advances made by such Lender exceed its Specified Percentage of the Commitment.

<PAGE>

         Swing Line Advances. After confirming with the Administrative Agent the
availability of funds under the Commitment, the Swing Line Bank shall, not later
than 2:00 p.m.,  Dallas,  Texas  time,  on the date of any Swing  Line  Advance,
deliver to the Administrative  Agent at its address set forth herein, the amount
of such Swing Line Advance in immediately available funds in accordance with the
Administrative Agent's instructions.  Prior to 2:30 p.m., Dallas, Texas time, on
the date of any Swing Line Advance,  the Administrative  Agent shall, subject to
the conditions set forth in Article 3, disburse the amount made available to the
Administrative  Agent by the Swing Line Bank by (i) transferring such amounts by
wire transfer  pursuant to the Borrower's  instruction or (ii) in the absence of
such  instructions,  crediting  such  amounts  to the  account  of the  Borrower
maintained  with the  Administrative  Agent.  Forthwith upon demand by the Swing
Line Bank at any