<PAGE>   1
                                                                   EXHIBIT 10.24

================================================================================

                     AMENDED AND RESTATED CREDIT AGREEMENT

                                     among

                        CHANCELLOR BROADCASTING COMPANY,

                     CHANCELLOR RADIO BROADCASTING COMPANY,

                                 VARIOUS BANKS,

           GOLDMAN SACHS CREDIT PARTNERS L.P., as DOCUMENTATION AGENT

                NATIONSBANK OF TEXAS, N.A., as SYNDICATION AGENT

                                      and

                             BANKERS TRUST COMPANY,
                               as MANAGING AGENT
                                      and
                                    ARRANGER

                       ----------------------------------
 
                         Dated as of February 14, 1996

                                      and

                  Amended and Restated as of January 23, 1997

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

================================================================================
<PAGE>   2

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            Page
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<S>                                                                           <C>
SECTION 1.  Amount and Terms of Credit  . . . . . . . . . . . . . . . . . .    1
       1.01  The Commitments  . . . . . . . . . . . . . . . . . . . . . . .    1
       1.02  Minimum Amount of Each Borrowing   . . . . . . . . . . . . . .    3
       1.03  Notice of Borrowing  . . . . . . . . . . . . . . . . . . . . .    3
       1.04  Disbursement of Funds  . . . . . . . . . . . . . . . . . . . .    4
       1.05  Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
       1.06  Conversions  . . . . . . . . . . . . . . . . . . . . . . . . .    6
       1.07  Pro Rata Borrowings  . . . . . . . . . . . . . . . . . . . . .    6
       1.08  Interest   . . . . . . . . . . . . . . . . . . . . . . . . . .    6
       1.09  Interest Periods   . . . . . . . . . . . . . . . . . . . . . .    7
       1.10  Increased Costs, Illegality, etc.  . . . . . . . . . . . . . .    9
       1.11  Compensation   . . . . . . . . . . . . . . . . . . . . . . . .   11
       1.12  Change of Lending Office   . . . . . . . . . . . . . . . . . .   12
       1.13  Replacement of Banks   . . . . . . . . . . . . . . . . . . . .   12

SECTION 2.  Letters of Credit . . . . . . . . . . . . . . . . . . . . . . .   14
       2.01  Letters of Credit  . . . . . . . . . . . . . . . . . . . . . .   14
       2.02  Letter of Credit Requests  . . . . . . . . . . . . . . . . . .   15
       2.03  Letter of Credit Participations  . . . . . . . . . . . . . . .   16
       2.04  Agreement to Repay Letter of Credit Drawings   . . . . . . . .   18
       2.05  Increased Costs  . . . . . . . . . . . . . . . . . . . . . . .   19

SECTION 3.  Commitment Commission; Fees; Reductions of Commitment . . . . .   20
       3.01  Fees   . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
       3.02  Voluntary Termination and Reduction of Commitments   . . . . .   22
       3.03  Mandatory Reduction of Commitments   . . . . . . . . . . . . .   23

SECTION 4.  Prepayments; Payments; Taxes  . . . . . . . . . . . . . . . . .   24
       4.01  Voluntary Prepayments  . . . . . . . . . . . . . . . . . . . .   24
       4.02  Mandatory Repayments and Commitment Reductions   . . . . . . .   25
       4.03  Method and Place of Payment  . . . . . . . . . . . . . . . . .   32
       4.04  Net Payments   . . . . . . . . . . . . . . . . . . . . . . . .   32

SECTION 5A.  Conditions Precedent to Credit Events on the Restatement
               Effective Date   . . . . . . . . . . . . . . . . . . . . . .   35
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                           <C>
       5A.01  Execution of Agreement; Notes   . . . . . . . . . . . . . . .   35
       5A.02  Fees, etc.  . . . . . . . . . . . . . . . . . . . . . . . . .   35
       5A.03  Opinions of Counsel   . . . . . . . . . . . . . . . . . . . .   35
       5A.04  Corporate Documents; Proceedings; etc.  . . . . . . . . . . .   36
       5A.05  Shareholders' Agreements; Management Agreements;
                Employment Agreements; Tax Sharing Agreements   . . . . . .   36
       5A.06  Consummation of the Transaction   . . . . . . . . . . . . . .   36
       5A.07  Amended and Restated Subsidiary Guaranty  . . . . . . . . . .   38
       5A.08  Pledge Agreements   . . . . . . . . . . . . . . . . . . . . .   38
       5A.09  Amended and Restated Security Agreements  . . . . . . . . . .   39
       5A.10  Existing Mortgages; Title Insurance; etc.   . . . . . . . . .   40
       5A.11  Amended and Restated Environmental Indemnity Agreement  . . .   42
       5A.12  Original Credit Agreement; etc.   . . . . . . . . . . . . . .   42
       5A.13  Adverse Change, etc.  . . . . . . . . . . . . . . . . . . . .   42
       5A.14  Solvency Letter; Environmental Analyses; Insurance  . . . . .   42
       5A.15  Pro Forma Balance Sheet; Projections  . . . . . . . . . . . .   43

SECTION 5B.  Conditions Precedent to Credit Events on the OmniAmerica
               Borrowing Date   . . . . . . . . . . . . . . . . . . . . . .   43
       5B.01  Officer's Certificate   . . . . . . . . . . . . . . . . . . .   43
       5B.02  Opinions of Counsel   . . . . . . . . . . . . . . . . . . . .   44
       5B.03  Detroit Disposition   . . . . . . . . . . . . . . . . . . . .   44
       5B.04  Consummation of the OmniAmerica Transactions  . . . . . . . .   45
       5B.05  Approvals   . . . . . . . . . . . . . . . . . . . . . . . . .   46
       5B.06  Security Interests  . . . . . . . . . . . . . . . . . . . . .   46
       5B.07  Environmental Assessments; Insurance  . . . . . . . . . . . .   47
       5B.08  Fees, etc.  . . . . . . . . . . . . . . . . . . . . . . . . .   47
       5B.09  OmniAmerica FCC Licenses  . . . . . . . . . . . . . . . . . .   47

SECTION 6.  Conditions Precedent to All Credit Events . . . . . . . . . . .   47
       6.01  No Default; Representations and Warranties   . . . . . . . . .   48
       6.02  Notice of Borrowing; Letter of Credit Request  . . . . . . . .   48

SECTION 7.  Representations, Warranties and Agreements  . . . . . . . . . .   48
       7.01  Corporate Status   . . . . . . . . . . . . . . . . . . . . . .   49
       7.02  Corporate Power and Authority  . . . . . . . . . . . . . . . .   49
       7.03  No Violation   . . . . . . . . . . . . . . . . . . . . . . . .   49
       7.04  Governmental Approvals   . . . . . . . . . . . . . . . . . . .   50
       7.05  Financial Statements; Financial Condition; Undisclosed
               Liabilities; Projections; etc.   . . . . . . . . . . . . . .   51
</TABLE>





                                      (ii)
<PAGE>   4
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                           <C>
       7.06  Litigation   . . . . . . . . . . . . . . . . . . . . . . . . .   52
       7.07  True and Complete Disclosure   . . . . . . . . . . . . . . . .   52
       7.08  Use of Proceeds; Margin Regulations  . . . . . . . . . . . . .   52
       7.09  Tax Returns and Payments   . . . . . . . . . . . . . . . . . .   53
       7.10  Compliance with ERISA  . . . . . . . . . . . . . . . . . . . .   54
       7.11  The Security Documents   . . . . . . . . . . . . . . . . . . .   54
       7.12  Representations and Warranties in Documents  . . . . . . . . .   55
       7.13  Properties   . . . . . . . . . . . . . . . . . . . . . . . . .   56
       7.14  Capitalization   . . . . . . . . . . . . . . . . . . . . . . .   56
       7.15  Subsidiaries   . . . . . . . . . . . . . . . . . . . . . . . .   57
       7.16  Compliance with Statutes, etc.   . . . . . . . . . . . . . . .   57
       7.17  Investment Company Act   . . . . . . . . . . . . . . . . . . .   58
       7.18  Public Utility Holding Company Act   . . . . . . . . . . . . .   58
       7.19  Labor Relations  . . . . . . . . . . . . . . . . . . . . . . .   58
       7.20  Patents, Licenses, Franchises and Formulas   . . . . . . . . .   58
       7.21  Transaction  . . . . . . . . . . . . . . . . . . . . . . . . .   59
       7.22  Special Purpose Corporations   . . . . . . . . . . . . . . . .   59
       7.23  FCC Licenses   . . . . . . . . . . . . . . . . . . . . . . . .   59
       7.24  Subordinated Notes   . . . . . . . . . . . . . . . . . . . . .   60

SECTION 8.  Affirmative Covenants . . . . . . . . . . . . . . . . . . . . .   61
       8.01  Information Covenants  . . . . . . . . . . . . . . . . . . . .   61
       8.02  Books, Records and Inspections   . . . . . . . . . . . . . . .   64
       8.03  Maintenance of Property; Insurance   . . . . . . . . . . . . .   64
       8.04  Corporate Franchises   . . . . . . . . . . . . . . . . . . . .   66
       8.05  Compliance with Statutes, etc.   . . . . . . . . . . . . . . .   66
       8.06  ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   66
       8.07  End of Fiscal Years; Fiscal Quarters   . . . . . . . . . . . .   67
       8.08  Performance of Obligations   . . . . . . . . . . . . . . . . .   67
       8.09  Payment of Taxes   . . . . . . . . . . . . . . . . . . . . . .   67
       8.10  Maintenance of Separateness  . . . . . . . . . . . . . . . . .   68
       8.11  Dividends on Series A Exchangeable Preferred Stock and
               Exchangeable Preferred Stock.  . . . . . . . . . . . . . . .   68
       8.12  Additional Security; Further Assurances.   . . . . . . . . . .   68
       8.13  Designation of Agent   . . . . . . . . . . . . . . . . . . . .   72

SECTION 9.  Negative Covenants  . . . . . . . . . . . . . . . . . . . . . .   72
       9.01  Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   72
       9.02  Consolidation, Merger, Purchase or Sale of Assets, etc.  . . .   75
       9.03  Dividends  . . . . . . . . . . . . . . . . . . . . . . . . . .   79
</TABLE>





                                     (iii)
<PAGE>   5
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                           <C>
       9.04  Indebtedness   . . . . . . . . . . . . . . . . . . . . . . . .   81
       9.05  Advances, Investments and Loans  . . . . . . . . . . . . . . .   84
       9.06  Transactions with Affiliates   . . . . . . . . . . . . . . . .   86
       9.07  Capital Expenditures   . . . . . . . . . . . . . . . . . . . .   87
       9.08  Maximum Leverage Ratio   . . . . . . . . . . . . . . . . . . .   89
       9.09  Minimum Consolidated EBITDA  . . . . . . . . . . . . . . . . .   90
       9.10  Consolidated EBITDA to Consolidated Net Cash
               Interest Expense   . . . . . . . . . . . . . . . . . . . . .   91
       9.11  Limitation on Modifications of Certificate of Incorporation,
               By-Laws and Certain Other Agreements; Limitations of
               Prepayments and Modifications of Indebtedness; etc.  . . . .   92
       9.12  Limitation on Certain Restrictions on Subsidiaries   . . . . .   93
       9.13  Limitation on Issuance of Capital Stock  . . . . . . . . . . .   93
       9.14  Business   . . . . . . . . . . . . . . . . . . . . . . . . . .   94
       9.15  Limitation on Creation of Subsidiaries.  . . . . . . . . . . .   94
       9.16  No Other Designated Senior Debt  . . . . . . . . . . . . . . .   94

SECTION 10.  Events of Default  . . . . . . . . . . . . . . . . . . . . . .   94
       10.01  Payments  . . . . . . . . . . . . . . . . . . . . . . . . . .   94
       10.02  Representations, etc.   . . . . . . . . . . . . . . . . . . .   95
       10.03  Covenants   . . . . . . . . . . . . . . . . . . . . . . . . .   95
       10.04  Default Under Other Agreements  . . . . . . . . . . . . . . .   95
       10.05  Bankruptcy, etc.  . . . . . . . . . . . . . . . . . . . . . .   95
       10.06  ERISA   . . . . . . . . . . . . . . . . . . . . . . . . . . .   96
       10.07  Security Documents  . . . . . . . . . . . . . . . . . . . . .   96
       10.08  Guaranty  . . . . . . . . . . . . . . . . . . . . . . . . . .   97
       10.09  Judgments   . . . . . . . . . . . . . . . . . . . . . . . . .   97
       10.10  Change of Ownership   . . . . . . . . . . . . . . . . . . . .   97
       10.11  Environmental Matters   . . . . . . . . . . . . . . . . . . .   97

SECTION 11.  Definitions and Accounting Terms . . . . . . . . . . . . . . .   98
       11.01  Defined Terms   . . . . . . . . . . . . . . . . . . . . . . .   98

SECTION 12.  The Managing Agent . . . . . . . . . . . . . . . . . . . . . .  134
       12.01  Appointment   . . . . . . . . . . . . . . . . . . . . . . . .  134
       12.02  Nature of Duties  . . . . . . . . . . . . . . . . . . . . . .  135
       12.03  Lack of Reliance on the Managing Agent  . . . . . . . . . . .  135
       12.04  Certain Rights of the Managing Agent  . . . . . . . . . . . .  135
       12.05  Reliance  . . . . . . . . . . . . . . . . . . . . . . . . . .  136
       12.06  Indemnification   . . . . . . . . . . . . . . . . . . . . . .  136
</TABLE>





                                      (iv)
<PAGE>   6
<TABLE>
<CAPTION>
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<S>                                                                           <C>
       12.07  The Managing Agent in Its Individual Capacity   . . . . . . .  136
       12.08  Holders   . . . . . . . . . . . . . . . . . . . . . . . . . .  137
       12.09  Resignation by the Managing Agent   . . . . . . . . . . . . .  137

SECTION 13.  Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . .  137
       13.01  Payment of Expenses, etc.   . . . . . . . . . . . . . . . . .  137
       13.02  Right of Setoff; Collateral Matters   . . . . . . . . . . . .  139
       13.03  Notices   . . . . . . . . . . . . . . . . . . . . . . . . . .  140
       13.04  Benefit of Agreement  . . . . . . . . . . . . . . . . . . . .  140
       13.05  No Waiver; Remedies Cumulative  . . . . . . . . . . . . . . .  142
       13.06  Payments Pro Rata   . . . . . . . . . . . . . . . . . . . . .  142
       13.07  Calculations; Computations  . . . . . . . . . . . . . . . . .  143
       13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE;
                WAIVER OF JURY TRIAL  . . . . . . . . . . . . . . . . . . .  143
       13.09  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . .  145
       13.10  Effectiveness   . . . . . . . . . . . . . . . . . . . . . . .  145
       13.11  Headings Descriptive  . . . . . . . . . . . . . . . . . . . .  146
       13.12  Amendment or Waiver; etc.   . . . . . . . . . . . . . . . . .  146
       13.13  Survival  . . . . . . . . . . . . . . . . . . . . . . . . . .  148
       13.14  Domicile of Loans   . . . . . . . . . . . . . . . . . . . . .  148
       13.15  Limitation on Additional Amounts, etc.  . . . . . . . . . . .  148
       13.16  Confidentiality   . . . . . . . . . . . . . . . . . . . . . .  148
       13.17  Register  . . . . . . . . . . . . . . . . . . . . . . . . . .  149
       13.18  Additions of New Banks; Conversion of Original Loans of
               Continuing Banks; Termination of Commitments of
               Non-Continuing Banks   . . . . . . . . . . . . . . . . . . .  150

SECTION 14.  Holdings Guaranty  . . . . . . . . . . . . . . . . . . . . . .  151
       14.01  The Guaranty  . . . . . . . . . . . . . . . . . . . . . . . .  151
       14.02  Bankruptcy  . . . . . . . . . . . . . . . . . . . . . . . . .  151
       14.03  Nature of Liability   . . . . . . . . . . . . . . . . . . . .  151
       14.04  Independent Obligation  . . . . . . . . . . . . . . . . . . .  152
       14.05  Authorization   . . . . . . . . . . . . . . . . . . . . . . .  152
       14.06  Reliance  . . . . . . . . . . . . . . . . . . . . . . . . . .  153
       14.07  Subordination   . . . . . . . . . . . . . . . . . . . . . . .  153
       14.08  Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . .  154
       14.09  Nature of Liability   . . . . . . . . . . . . . . . . . . . .  155
</TABLE>





                                      (v)
<PAGE>   7
SCHEDULE I    Commitments
SCHEDULE II   Real Property
SCHEDULE III  FCC Licenses
SCHEDULE IV   Insurance
SCHEDULE V    Existing Liens
SCHEDULE VI   Existing Indebtedness
SCHEDULE VII  Existing Letters of Credit
SCHEDULE VIII Existing Investments

ANNEX 7.23

EXHIBIT A     Notice of Borrowing
EXHIBIT B-1   Term Note
EXHIBIT B-2   Revolving Note
EXHIBIT C     Letter of Credit Request
EXHIBIT D     Section 4.04(b)(ii) Certificate
EXHIBIT E-1   Opinion of Weil Gotshal & Manges L.L.P., Special Counsel
                to the Credit Parties
EXHIBIT E-2   Opinion of Liebowitz & Associates, Special FCC Counsel
                to the Credit Parties
EXHIBIT F     Officers' Certificate
EXHIBIT G     Amended and Restated Subsidiary Guaranty
EXHIBIT H-1   Amended and Restated Holdings Pledge Agreement
EXHIBIT H-2   Amended and Restated Borrower Pledge Agreement
EXHIBIT H-3   Amended and Restated Subsidiary Pledge Agreement
EXHIBIT I-1   Amended and Restated Holdings Security Agreement
EXHIBIT I-2   Amended and Restated Borrower Security Agreement
EXHIBIT I-3   Amended and Restated Subsidiary Security Agreement
EXHIBIT J     Form of Mortgage
EXHIBIT K     Amended and Restated Environmental Indemnity Agreement
EXHIBIT L     Assignment and Assumption Agreement





                                      (vi)
<PAGE>   8

              AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 14,
1996 and amended and restated as of January 23, 1997, among CHANCELLOR
BROADCASTING COMPANY, (formerly known as CHANCELLOR CORPORATION), a Delaware
corporation ("Holdings"), CHANCELLOR RADIO BROADCASTING COMPANY (formerly known
as CHANCELLOR BROADCASTING COMPANY), a Delaware corporation (the "Borrower"),
the Banks party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Documentation Agent, NATIONSBANK OF TEXAS, N.A., as Syndication Agent, and
BANKERS TRUST COMPANY, as Managing Agent (all capitalized terms used herein and
defined in Section 11 are used herein as therein defined).


                             W I T N E S S E T H :


              WHEREAS, Holdings, the Borrower, the Original Banks and Bankers
Trust Company, as Managing Agent, are party to a Credit Agreement, dated as of
February 14, 1996 (as the same has been amended, modified or supplemented to,
but not including, the Restatement Effective Date, the "Original Credit
Agreement"); and

              WHEREAS, the parties hereto wish to amend and restate the
Original Credit Agreement as herein provided;

              NOW, THEREFORE, the parties hereto agree that the Original Credit
Agreement shall be and hereby is amended and restated in its entirety as
follows:

              NOW, THEREFORE, IT IS AGREED:

                    SECTION 1.  Amount and Terms of Credit.

              1.01  The Commitments.  (a)  Subject to and upon the terms and
conditions set forth herein, each Bank with a Term Loan Commitment severally
agrees, (A) in the case of each Continuing Bank, to convert into Term Loans
(each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions")
on the Restatement Effective Date, the Original Term Loans made by such
Continuing Bank to the Borrower pursuant to the Original Credit Agreement and
outstanding on the Restatement Effective Date in an aggregate principal amount
equal to the aggregate principal amount of such Original Term Loans made by
such Continuing Bank and so outstanding and/or (B) to make, (I) on the
Restatement Effective Date and (II) on a
<PAGE>   9
single date occurring after the Restatement Effective Date and on or prior to
the Term Loan Availability Termination Date (each date upon which Term Loans
are made, a "Term Loan Borrowing Date"), a term loan or term loans (together
with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term
Loans") to the Borrower, which Term Loans (i) made or converted on the
Restatement Effective Date, shall not exceed for any Bank, that amount which
equals such Bank's TL Percentage of the aggregate principal amount of Term
Loans incurred on such date, (ii) made on either Term Loan Borrowing Date,
shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans,
provided that, except as otherwise specifically provided in Section 1.10(b),
all Term Loans comprising the same Borrowing shall at all times be of the same
Type and (iii) made on either Term Loan Borrowing Date, shall not exceed for
any Bank, in initial principal amount for the Term Loans being made by such
Bank on any such Term Loan Borrowing Date, that amount which equals the
remaining Term Loan Commitment, if any, of such Bank as in effect on such Term
Loan Borrowing Date (before giving effect to any reductions thereto on such
date pursuant to Section 3.03(b)(i) or (ii), but after giving effect to (x) any
reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii)
and (y) the Term Loan Conversions referred to in clause (A) above).  Once
repaid, Term Loans borrowed hereunder may not be reborrowed.  Notwithstanding
anything to the contrary contained above, the aggregate amount of Term Loans
incurred on the Restatement Effective Date shall not exceed $155,000,000.

              (b)  Subject to and upon the terms and conditions set forth
herein, each Bank with a Revolving Loan Commitment severally agrees, (A) in the
case of each Continuing Bank, to convert into Revolving Loans (each a
"Revolving Loan Conversion", and together the "Revolving Loan Conversions"), on
the Restatement Effective Date, Original Revolving Loans made by such
Continuing Bank to the Borrower pursuant to the Original Credit Agreement and
outstanding on the Restatement Effective Date in an aggregate principal amount
equal to the lesser of (x) the aggregate principal amount of such Original
Revolving Loans made by such Continuing Bank and so outstanding and (y) such
Continuing Bank's Adjusted RL Percentage of the aggregate principal amount of
Revolving Loans made by all Banks and outstanding on the Restatement Effective
Date and/or (B) at any time and from time to time on and after the Restatement
Effective Date and prior to the Revolving Loan Maturity Date, to make a
revolving loan or revolving loans (together with each Revolving Loan Conversion
each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the
Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be
Base Rate Loans or Eurodollar Loans, provided that, except as otherwise
specifically provided in Section 1.10(b), all Revolving Loans comprising the
same Borrowing shall at all times be of the same Type, (ii) may be repaid and
reborrowed in accordance with the provisions hereof, (iii) shall not exceed for
any Bank at any time





                                      -2-
<PAGE>   10
outstanding that aggregate principal amount (which amount, in the case of each
Continuing Bank, shall include the principal amount of each Revolving Loan
Conversion) which, when added to the product of (x) such Bank's Adjusted RL
Percentage and (y) the aggregate amount of all Letter of Credit Outstandings
(exclusive of Unpaid Drawings which are repaid with the proceeds of, and
simultaneously with the incurrence of, the respective incurrence of Revolving
Loans) at such time, equals the Adjusted Available Revolving Loan Commitment of
such Bank at such time and (iv) shall not exceed for all Banks at any time
outstanding that aggregate principal amount which, when added to the amount of
all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are
repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Revolving Loans) at such time, equals the Total
Available Revolving Loan Commitment at such time.  Notwithstanding anything to
the contrary contained above, the aggregate amount of Revolving Loans incurred
on the Restatement Effective Date shall not exceed $16,000,000.

              1.02  Minimum Amount of Each Borrowing.  The aggregate principal
amount of each Borrowing of Term Loans shall not be less than $2,000,000 and,
if greater, shall be in an integral multiple of $100,000.  The aggregate
principal amount of each Borrowing of Revolving Loans shall be not less than
$250,000 and, if greater, shall be in an integral multiple of $50,000 or, if
less, the then remaining Total Available Revolving Loan Commitment.  More than
one Borrowing may occur on the same date, but at no time shall there be
outstanding more than ten Borrowings of Eurodollar Loans.

              1.03  Notice of Borrowing.  (a)  Whenever the Borrower desires to
incur a Borrowing hereunder, it shall give the Managing Agent at its Notice
Office at least one Business Day's prior written (or telephonic promptly
confirmed in writing) notice of each Base Rate Loan and at least three Business
Days' prior written (or telephonic promptly confirmed in writing) notice of
each Eurodollar Loan to be made hereunder, provided that any such notice shall
be deemed to have been given on a certain day only if given before 11:00 A.M.
(New York time) in the case of a Borrowing of Eurodollar Loans, or 12:00 Noon
(New York time) in the case of a Borrowing of Base Rate Loans, on such day.
Each such written notice or written confirmation of telephonic notice (each a
"Notice of Borrowing"), except as otherwise expressly provided in Section 1.10,
shall be irrevocable and shall be given by the Borrower in the form of Exhibit
A, appropriately completed to specify the aggregate principal amount of the
Loans to be made pursuant to such Borrowing, the date of such Borrowing (which
shall be a Business Day), whether the Loans being made pursuant to such
Borrowing shall constitute Term Loans or Revolving Loans and whether the Loans
being made pursuant to such Borrowing are to be initially maintained as Base
Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest
Period to be applicable thereto.  The





                                      -3-
<PAGE>   11
Managing Agent shall promptly give each Bank which is required to make Loans of
the Tranche specified in the respective Notice of Borrowing, notice of such
proposed Borrowing, of such Bank's proportionate share thereof and of the other
matters required by the immediately preceding sentence to be specified in the
Notice of Borrowing.

              (b)  Without in any way limiting the obligation of the Borrower
to confirm in writing any telephonic notice of any Borrowing of Loans, the
Managing Agent may act without liability upon the basis of telephonic notice of
such Borrowing, believed by the Managing Agent in good faith to be from the
President, Chief Financial Officer or Senior Vice President of Finance of the
Borrower (or any other officer of the Borrower designated in writing to the
Managing Agent by the President, the Chief Financial Officer or Senior Vice
President of Finance of the Borrower as being authorized to give such notices
under this Agreement) prior to receipt of written confirmation.  In each such
case, the Borrower hereby waives the right to dispute the Managing Agent's
record of the terms of such telephonic notice of such Borrowing of Loans.

              1.04  Disbursement of Funds.  Except as otherwise specifically
provided in the second succeeding sentence, no later than 12:00 Noon (New York
time) on the date specified in each Notice of Borrowing, each Bank with a
Commitment of the respective Tranche will make available its pro rata portion
of each such Borrowing requested to be made on such date.  All such amounts
shall be made available in Dollars and in immediately available funds at the
Payment Office of the Managing Agent, and the Managing Agent will make
available to the Borrower at the Payment Office the aggregate of the amounts so
made available by the Banks (prior to 1:00 P.M. on such day, to the extent of
funds actually received by the Managing Agent prior to 12:00 Noon on such day).
Unless the Managing Agent shall have been notified by any Bank prior to the
date of Borrowing that such Bank does not intend to make available to the
Managing Agent such Bank's portion of any Borrowing to be made on such date,
the Managing Agent may assume that such Bank has made such amount available to
the Managing Agent on such date of Borrowing and the Managing Agent may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount.  If such corresponding amount is not in fact made available to the
Managing Agent by such Bank, the Managing Agent shall be entitled to recover
such corresponding amount on demand from such Bank.  If such Bank does not pay
such corresponding amount forthwith upon the Managing Agent's demand therefor,
the Managing Agent shall promptly notify the Borrower and the Borrower shall
immediately pay such corresponding amount to the Managing Agent.  The Managing
Agent shall also be entitled to recover on demand from such Bank or the
Borrower, 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
Managing Agent to the Borrower until the date such





                                      -4-
<PAGE>   12
corresponding amount is recovered by the Managing Agent, at a rate per annum
equal to (i) if recovered from such Bank, at the overnight Federal Funds Rate
and (ii) if recovered from the Borrower, the rate of interest applicable to the
respective Borrowing, as determined pursuant to Section 1.08.  Nothing in this
Section 1.04 shall be deemed to relieve any Bank from its obligation to make
Loans hereunder or to prejudice any rights which the Borrower may have against
any Bank as a result of any failure by such Bank to make Loans hereunder.

              1.05  Notes.  (a)  The Borrower's obligation to pay the principal
of, and interest on, the Loans made by each Bank shall, if requested by any
Bank, be evidenced (i) if Term Loans, by a promissory note duly executed and
delivered by the Borrower substantially in the form of Exhibit B-1 with blanks
appropriately completed in conformity herewith (each, a "Term Note" and,
collectively, the "Term Notes") and (ii) if Revolving Loans, by a promissory
note duly executed and delivered by the Borrower substantially in the form of
Exhibit B-2, with blanks appropriately completed in conformity herewith (each,
a "Revolving Note" and, collectively, the "Revolving Notes").

              (b)  The Term Note issued to each Bank shall (i) be executed by
the Borrower, (ii) be payable to the order of such Bank and be dated the
Restatement Effective Date, (iii) be in a stated principal amount equal to the
Term Loan Commitment of such Bank as in effect on the Restatement Effective
Date (before giving effect to any reductions thereto as a result of the making
of Term Loans by such Bank on such date) and be payable in the principal amount
of Term Loans evidenced thereby, (iv) mature on the Term Loan Maturity Date,
(v) bear interest as provided in the appropriate clause of Section 1.08 in
respect of the Base Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01, and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

              (c)  The Revolving Note issued to each Bank shall (i) be executed
by the Borrower, (ii) be payable to the order of such Bank and be dated the
Restatement Effective Date, (iii) be in a stated principal amount equal to the
Revolving Loan Commitment of such Bank and be payable in the principal amount
of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan
Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the
case may be, evidenced thereby, (vi) be subject to voluntary prepayment as
provided in Section 4.01, and mandatory repayment as provided in Section 4.02
and (vii) be entitled to the benefits of this Agreement and the other Credit
Documents.





                                      -5-
<PAGE>   13
              (d)  Each Bank will note on its internal records the amount of
each Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby.  Failure to make any
such notation or any error in any such notation or endorsement shall not affect
the Borrower's obligations in respect of such Loans.

              1.06  Conversions.  The Borrower shall have the option to
convert, on any Business Day, all or a portion equal to at least (x) in the
case of a conversion of Term Loans, $2,000,000 (and, if greater, in an integral
multiple of $100,000) and (y) in the case of a conversion of Revolving Loans,
$1,000,000 (and, if greater, in an integral multiple of $250,000), of the
outstanding principal amount of Loans made pursuant to one or more Borrowings
(so long as of the same Tranche) of one or more Types of Loans into a Borrowing
(of the same Tranche) of another Type of Loan, provided that (i) except as
otherwise provided in Section 1.10(b), Eurodollar Loans may be converted into
Base Rate Loans only on the last day of an Interest Period applicable to the
Loans being converted and no partial conversion of Eurodollar Loans shall
reduce the outstanding principal amount of such Eurodollar Loans made pursuant
to a single Borrowing to less than (x) in the case of Term Loans, $2,000,000,
and (y) in the case of Revolving Loans, $1,000,000, (ii) Base Rate Loans may
only be converted into Eurodollar Loans if no Default or Event of Default is in
existence on the date of the conversion and (iii) no conversion pursuant to
this Section 1.06 shall result in a greater number of Eurodollar Loans than is
permitted under Section 1.02.  Each such conversion shall be effected by the
Borrower by giving the Managing Agent at its Notice Office prior to 12:00 Noon
(New York time) at least three Business Days' prior notice (each a "Notice of
Conversion") specifying the Loans to be so converted, the Borrowing or
Borrowings pursuant to which such Loans were made and, if to be converted into
Eurodollar Loans, the Interest Period to be initially applicable thereto.  The
Managing Agent shall give each Bank prompt notice of any such proposed
conversion affecting any of its Loans.

              1.07  Pro Rata Borrowings.  All Borrowings of Term Loans and
Revolving Loans under this Agreement shall be incurred from the Banks pro rata
on the basis of their Term Loan Commitments or Revolving Loan Commitments, as
the case may be.  It is understood that no Bank shall be responsible for any
default by any other Bank of its obligation to make Loans hereunder and that
each Bank shall be obligated to make the Loans provided to be made by it
hereunder, regardless of the failure of any other Bank to make its Loans
hereunder.

              1.08  Interest.  (a)  The Borrower agrees to pay interest in
respect of the unpaid principal amount of each Base Rate Loan from the date the
proceeds thereof are made available to the Borrower until the earlier of (i)
the maturity (whether by





                                      -6-
<PAGE>   14
acceleration, optional or mandatory or otherwise) of such Base Rate Loan and
(ii) the conversion of such Base Rate Loan to a Eurodollar Loan pursuant to
Section 1.06, at a rate per annum which shall be equal to the sum of the
Applicable Margin plus the Base Rate in effect from time to time.

              (b)  The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date the proceeds thereof are
made available to the Borrower until the earlier of (i) the maturity (whether
by acceleration, optional or mandatory or otherwise) of such Eurodollar Loan
and (ii) the conversion of such Eurodollar Loan to a Base Rate Loan pursuant to
Section 1.06, 1.09 or 1.10, as applicable, at a rate per annum which shall,
during each Interest Period applicable thereto, be equal to the sum of the
Applicable Margin plus the Eurodollar Rate for such Interest Period.

              (c)  Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan and any other overdue amount payable
hereunder shall, in each case, bear interest at a rate per annum equal to the
greater of (x) 2% per annum in excess of the rate otherwise applicable to Base
Rate Loans of the respective Tranche of Loans from time to time and (y) the
rate which is 2% in excess of the rate then borne by such Loans, in each case
with such interest to be payable on demand.

              (d)  Accrued (and theretofore unpaid) interest shall be payable
(i) in respect of each Base Rate Loan, quarterly in arrears on each Quarterly
Payment Date, (ii) in respect of each Eurodollar Loan, on the last day of each
Interest Period applicable thereto and, in the case of an Interest Period in
excess of three months, on each date occurring at three month intervals after
the first day of such Interest Period and (iii) in respect of each Loan, on any
repayment or prepayment (on the amount repaid or prepaid), at maturity (whether
by acceleration or otherwise) and, after such maturity, on demand.

              (e)  Upon each Interest Determination Date, the Managing Agent
shall determine the Eurodollar Rate for each Interest Period applicable to
Eurodollar Loans and shall promptly notify the Borrower and the Banks thereof.
Each such determination shall, absent manifest error, be final and conclusive
and binding on all parties hereto.

              1.09  Interest Periods.  At the time it gives any Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, any Eurodollar Loan (in the case of the initial Interest Period
applicable thereto) or on the third Business Day prior to the expiration of an
Interest Period applicable to such Eurodollar Loan (in the case of any
subsequent Interest Period), the Borrower shall have the right to elect, by
giving the Managing Agent notice thereof, the interest period (each an





                                      -7-
<PAGE>   15
"Interest Period") applicable to such Eurodollar Loan, which Interest Period
shall, at the option of the Borrower, be a one, two, three, six or, if
available to each of the Banks, nine or twelve month period, provided that:

              (i)    all Eurodollar Loans comprising a Borrowing shall at all
       times have the same Interest Period;

              (ii)   the initial Interest Period for any Eurodollar Loan shall
       commence on the date of Borrowing of such Eurodollar Loan (including the
       date of any conversion thereto from a Loan of a different Type) and each
       Interest Period occurring thereafter in respect of such Eurodollar Loan
       shall commence on the day on which the next preceding Interest Period
       applicable thereto expires;

              (iii)  if any Interest Period relating to a Eurodollar Loan
       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)   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 for a Eurodollar Loan 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;

              (v)    no Interest Period may be selected at any time when a
       Default or Event of Default is then in existence;

              (vi)   no Interest Period in respect of any Borrowing of Term
       Loans shall be selected which extends beyond the Term Loan Maturity
       Date;

              (vii)  no Interest Period in respect of any Borrowing of
       Revolving Loans shall be selected which extends beyond the Revolving
       Loan Maturity Date; and

              (viii) no Interest Period in respect of any Borrowing of Term
       Loans shall be selected which extends beyond any date upon which a
       mandatory repayment of Term Loans will be required to be made under
       Section 4.02(b) if after giving effect to the selection of such Interest
       Period, the aggregate principal amount of Term Loans which have Interest
       Periods which will expire after such date of mandatory repayment will be
       in excess of the aggregate principal amount of





                                      -8-
<PAGE>   16
       Term Loans then outstanding less the aggregate amount of such required
       repayment.

              If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Loans, the Borrower has failed to elect, or is not
permitted to elect, a new Interest Period to be applicable to such Eurodollar
Loans as provided above, the Borrower shall be deemed to have elected to
convert such Eurodollar Loans into Base Rate Loans effective as of the
expiration date of such current Interest Period.

              1.10  Increased Costs, Illegality, etc.  (a)  In the event that
any Bank shall have determined (which determination shall, absent manifest
error, be final and conclusive and binding upon all parties hereto but, with
respect to clause (i) below, may be made only by the Managing Agent):

              (i)    on any Interest Determination Date that, by reason of any
       changes arising after the Restatement Effective Date affecting the
       interbank Eurodollar market, adequate and fair means do not exist for
       ascertaining the applicable interest rate on the basis provided for in
       the definition of Eurodollar Rate; or

              (ii)   at any time, that such Bank shall incur increased costs or
       reductions in the amounts received or receivable hereunder with respect
       to any Eurodollar Loan because of (x) any change since the  Restatement
       Effective Date in any applicable law or governmental rule, regulation,
       order, guideline or request (whether or not having the force of law) or
       in the interpretation or administration thereof and including the
       introduction of any new law or governmental rule, regulation, order,
       guideline or request, such as, for example, but not limited to:  (A) a
       change in the basis of taxation of payment to any Bank of the principal
       of or interest on such Eurodollar Loan or any other amounts payable
       hereunder (except for changes in the rate of tax on, or determined by
       reference to, the net income or profits of such Bank, or any franchise
       tax based on the net income or profits of such Bank, in either case
       pursuant to the laws of the United States of America or the jurisdiction
       in which it is organized or in which its principal office or applicable
       lending office is located or any subdivision thereof or therein), but
       without duplication of any amounts payable in respect of Taxes pursuant
       to Section 4.04(a), or (B) a change in official reserve requirements,
       but, in all events, excluding reserves required under Regulation D to
       the extent included in the computation of the Eurodollar Rate and/or (y)
       other circumstances since the Restatement Effective Date affecting such
       Bank or the interbank Eurodollar market or the position of such Bank in
       such market; or





                                      -9-
<PAGE>   17
              (iii)  at any time, that the making or continuance of any
       Eurodollar Loan has been made (x) unlawful by any law or governmental
       rule, regulation or order, (y) impossible by compliance by any Bank in
       good faith with any governmental request (whether or not having force of
       law) or (z) impracticable as a result of a contingency occurring after
       the Restatement Effective Date which materially and adversely affects
       the interbank Eurodollar market;

then, and in any such event, such Bank (or the Managing Agent, in the case of
clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and, except in the case of clause (i) above, to the
Managing Agent of such determination (which notice the Managing Agent shall
promptly transmit to each of the other Banks).  Thereafter (x) in the case of
clause (i) above, Eurodollar Loans shall no longer be available until such time
as the Managing Agent notifies the Borrower and the Banks that the
circumstances giving rise to such notice by the Managing Agent no longer exist,
and any Notice of Borrowing or Notice of Conversion given by the Borrower with
respect to Eurodollar Loans which have not yet been incurred (including by way
of conversion) shall be deemed rescinded by the Borrower, (y) in the case of
clause (ii) above, the Borrower shall, subject to the provisions of Section
13.15 (to the extent applicable) pay to such Bank, upon written demand
therefor, such additional amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Bank in its sole
discretion shall determine) as shall be required to compensate such Bank for
such increased costs or reductions in amounts received or receivable hereunder
(a written notice as to the additional amounts owed to such Bank, showing the
basis for the calculation thereof, submitted to the Borrower by such Bank in
good faith shall, absent manifest error, be final and conclusive and binding on
all the parties hereto) and (z) in the case of clause (iii) above, the Borrower
shall take one of the actions specified in Section 1.10(b) as promptly as
possible and, in any event, within the time period required by law.  Each of
the Managing Agent and each Bank agrees that if it gives notice to the Borrower
of any of the events described in clause (i) or (iii) above, it shall promptly
notify the Borrower and, in the case of any such Bank, the Managing Agent, if
such event ceases to exist.  If any such event described in clause (iii) above
ceases to exist as to a Bank, the obligations of such Bank to make Eurodollar
Loans and to convert Base Rate Loans into Eurodollar Loans on the terms and
conditions contained herein shall be reinstated.

              (b)  At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected by the circumstances described in
Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then
being made initially or pursuant to a conversion, cancel the respective
Borrowing by giving the Managing Agent telephonic notice (confirmed in writing)
on the same date that the Borrower was notified





                                      -10-
<PAGE>   18
by the affected Bank or the Managing Agent pursuant to Section 1.10(a)(ii) or
(iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least
three Business Days' written notice to the Managing Agent, require the affected
Bank to convert such Eurodollar Loan into a Base Rate Loan, provided that, if
more than one Bank is affected at any time, then all affected Banks must be
treated the same pursuant to this Section 1.10(b).

              (c)  If at any time after the Restatement Effective Date any Bank
determines that the introduction of or any change in any applicable law or
governmental rule, regulation, order, guideline, directive or request (whether
or not having the force of law) concerning capital adequacy, or any change in
interpretation or administration thereof by any governmental authority, central
bank or comparable agency, will have the effect of increasing the amount of
capital required or expected to be maintained by such Bank or any corporation
controlling such Bank based on the existence of such Bank's Commitments
hereunder or its obligations hereunder, then the Borrower shall, subject to the
provisions of Section 13.15 (to the extent applicable), pay to such Bank, upon
its written demand therefor, such additional amounts as shall be required to
compensate such Bank or such other corporation for the increased cost to such
Bank or such other corporation or the reduction in the rate of return to such
Bank or such other corporation as a result of such increase of capital.  In
determining such additional amounts, each Bank will act reasonably and in good
faith and will use averaging and attribution methods which are reasonable,
provided that such Bank's reasonable good faith determination of compensation
owing under this Section 1.10(c) shall, absent manifest error, be final and
conclusive and binding on all the parties hereto.  Each Bank, upon determining
that any additional amounts will be payable pursuant to this Section 1.10(c),
will give prompt written notice thereof to the Borrower, which notice shall
show the basis for calculation of such additional amounts.

              1.11  Compensation.  The Borrower shall, subject to the
provisions of Section 13.15 (to the extent applicable), compensate each Bank,
upon its written request (which request shall set forth the basis for
requesting such compensation), for all reasonable losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other
funds required by such Bank to fund its Eurodollar Loans but excluding any loss
of anticipated profit) which such Bank may sustain:  (i) if for any reason
(other than a default by such Bank or the Managing Agent) a Borrowing of, or
conversion from or into, Eurodollar Loans does not occur on a date specified
therefor in a Notice of Borrowing or Notice of Conversion (whether or not
withdrawn by the Borrower or deemed withdrawn pursuant to Section 1.10(a) or
(b)); (ii) if any repayment (including any repayment made pursuant to Section
4.02 or as a result of an acceleration of the Loans pursuant to Section 10) or
conversion of any of its Eurodollar Loans occurs on





                                      -11-
<PAGE>   19
a date which is not the last day of an Interest Period with respect thereto;
(iii) if any prepayment of any of its Eurodollar Loans is not made on any date
specified in a notice of prepayment given by the Borrower; or (iv) as a
consequence of (x) any other default by the Borrower to repay its Loans when
required by the terms of this Agreement or any Note held by such Bank or (y)
any election made pursuant to Section 1.10(b).

              1.12  Change of Lending Office.  Each Bank agrees that upon the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to such Bank,
it will, if requested by the Borrower, use reasonable efforts (subject to
overall policy considerations of such Bank) to designate another lending office
for any Loans affected by such event, provided that such designation is made on
such terms that such Bank and its lending office suffer no economic, legal or
regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of such Section.  Nothing in this Section
1.12 shall affect or postpone any of the obligations of the Borrower or the
right of any Bank provided in Sections 1.10, 2.05 and 4.04.

              1.13  Replacement of Banks.  (x) If any Bank becomes a Defaulting
Bank or otherwise defaults in its obligations to make Loans or fund Unpaid
Drawings, (y) upon the occurrence of any event giving rise to the operation of
Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04
with respect to any Bank which results in such Bank charging to the Borrower
increased costs in excess of those being generally charged by the other Banks
or (z) as provided in Section 13.12(b) in the case of certain refusals by a
Bank (other than a Bank whose commitments are terminated in accordance with
Section 3.02(b) and/or whose Loans are repaid in accordance with Section
4.01(v)) to consent to certain proposed changes, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Required Banks, the Borrower shall have the right, if no Default or Event of
Default will exist immediately after giving effect to the respective
replacement, to either replace such Bank (the "Replaced Bank") with one or more
other Eligible Transferee or Transferees, none of whom shall constitute a
Defaulting Bank at the time of such replacement (collectively, the "Replacement
Bank") reasonably acceptable to the Managing Agent or, at the option of the
Borrower, to replace only (a) the Term Loan Commitment or Term Loans of the
Replaced Bank with an identical Term Loan Commitment or Term Loans provided by
the Replacement Bank or (b) the Revolving Loan Commitment (and outstandings
pursuant thereto) of the Replaced Bank with an identical Revolving Loan
Commitment provided by the Replacement Bank, provided that (i) at the time of
any replacement pursuant to this Section 1.13, the Replacement Bank shall enter
into one or more Assignment and Assumption Agreements pursuant to Section
13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be
paid by the Replacement Bank) pursuant to which the Replacement Bank shall
acquire all of the Commitments





                                      -12-
<PAGE>   20
and outstanding Loans (or, in the case of the replacement of only (a) the Term
Loan Commitment or Term Loans, the Term Loan Commitment or Term Loans or (b)
the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding
Revolving Loans) of, and in each case (except for the replacement of only the
outstanding Term Loans) participations in Letters of Credit by, the Replaced
Bank and, in connection therewith, shall pay to (x) the Replaced Bank in
respect thereof an amount equal to the sum of (A) an amount equal to the
principal of, and all accrued interest on, all outstanding Loans (or of the
Loans of the respective Tranche being replaced) of the Replaced Bank, (B)
except for the replacement of only the outstanding Term Loans, an amount equal
to all Unpaid Drawings that have been funded by (and not reimbursed to) such
Replaced Bank, together with all then unpaid interest with respect thereto at
such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees
owing to the Replaced Bank (but only with respect to the relevant Tranche, in
the case of all Tranches of Loans being held by the respective Replaced Bank)
pursuant to Section 3.01 and (y) except in the case of the replacement of only
the outstanding Term Loans of the Replaced Bank, any Issuing Bank an amount
equal to such Replaced Bank's Adjusted RL Percentage (for this purpose,
determined as if the adjustment described in clause (y) of the immediately
succeeding sentence had been made with respect to such Replaced Bank) of any
Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent
such amount was not theretofore funded by such Replaced Bank, and (ii) all
obligations of the Borrower owing to the Replaced Bank (other than those
specifically described in clause (i) above in respect of which the assignment
purchase price has been, or is concurrently being, paid) shall be paid in full
to such Replaced Bank concurrently with such replacement.  Upon the execution
of the respective Assignment and Assumption Agreements, the payment of amounts
referred to in clauses (i) and (ii) above and, if so requested by the
Replacement Bank, delivery to the Replacement Bank of the appropriate Note or
Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank
hereunder and, unless the respective Replaced Bank continues to have
outstanding Loans or Commitments hereunder, the Replaced Bank shall cease to
constitute a Bank hereunder, except with respect to indemnification provisions
under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05,
4.04, 12.06 and 13.01, as the same may be limited by Section 13.15 (to the
extent applicable)), which shall survive as to such Replaced Bank and (y) in
the case of a replacement of a Defaulting Bank with a Non-Defaulting Bank, the
Adjusted RL Percentages of the Banks shall be automatically adjusted at such
time to give effect to such replacement (and to give effect to the replacement
of a Defaulting Bank with one or more Non-Defaulting Banks).





                                      -13-
<PAGE>   21
              SECTION 2.  Letters of Credit.

              2.01  Letters of Credit.  (a)  Subject to and upon the terms and
conditions set forth herein, the Borrower may request that any Issuing Bank
issue, at any time and from time to time on and after the Restatement Effective
Date and prior to the Revolving Loan Maturity Date, (x) for the account of the
Borrower and for the benefit of any holder (or any trustee, agent or other
similar representative for any such holders) of L/C Supportable Obligations of
the Borrower or any of its Subsidiaries, an irrevocable sight standby letter of
credit, in a form customarily used by such Issuing Bank or in such other form
as has been approved by such Issuing Bank (each such standby letter of credit,
a "Standby Letter of Credit") in support of such L/C Supportable Obligations
and (y) for the account of the Borrower and for the benefit of sellers of goods
to the Borrower or any of its Subsidiaries, an irrevocable sight commercial
letter of credit in a form customarily used by such Issuing Bank (each such
commercial letter of credit, a "Trade Letter of Credit" and each such Trade
Letter of Credit and each Standby Letter of Credit, a "Letter of Credit") in
support of commercial transactions of the Borrower and its Subsidiaries.

              (b)  Each Issuing Bank may agree in its sole discretion, and BTCo
hereby agrees that, in the event a requested Letter of Credit is not issued by
one of the other Issuing Banks, it will (subject to the terms and conditions
contained herein), at any time and from time to time on or after the
Restatement Effective Date and prior to the Revolving Loan Maturity Date,
following its receipt of the respective Letter of Credit Request, issue for the
account of the Borrower one or more Letters of Credit (x) in the case of
Standby Letters of Credit, in support of such L/C Supportable Obligations of
the Borrower or any of its Subsidiaries and (y) in the case of Trade Letters of
Credit, in support of sellers of goods as referenced in Section 2.01(a),
provided that the respective Issuing Bank shall be under no obligation to issue
any Letter of Credit of the types described above if at the time of such
issuance:

              (i)    any order, judgment or decree of any governmental
       authority or arbitrator shall purport by its terms to enjoin or restrain
       such Issuing Bank from issuing such Letter of Credit or any requirement
       of law applicable to such Issuing Bank or any request or directive
       (whether or not having the force of law) from any governmental authority
       with jurisdiction over such Issuing Bank shall prohibit, or request that
       such Issuing Bank refrain from, the issuance of letters of credit
       generally or such Letter of Credit in particular or shall impose upon
       such Issuing Bank with respect to such Letter of Credit any restriction
       or reserve or capital requirement (for which such Issuing Bank is not
       otherwise compensated) not in effect on the date hereof, or any
       unreimbursed loss, cost or expense which was not applicable, in effect
       or known to such Issuing Bank





                                      -14-
<PAGE>   22
       as of the date hereof and which such Issuing Bank in good faith deems
       material to it; or

              (ii)   such Issuing Bank shall have received notice from any Bank
       prior to the issuance of such Letter of Credit of the type described in
       the penultimate sentence of Section 2.02(b).

              (c)  Notwithstanding the foregoing, (i) no Letter of Credit shall
be issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of Credit) at such time would
exceed either (x) $40,000,000 minus the aggregate amount of cash earnest money
deposits outstanding at such time pursuant to Section 9.01(xix) or (y) when
added to the aggregate outstanding principal amount of all Revolving Loans of
Non-Defaulting Banks, the Adjusted Total Available Revolving Loan Commitment;
(ii) each Letter of Credit shall be denominated in Dollars; and (iii) each
Letter of Credit shall by its terms terminate (A) in the case of Standby
Letters of Credit, on or before the earlier of (x) the date which occurs 12
months after the date of the issuance thereof (although any such Letter of
Credit may be extendable for successive periods of up to 12 months, but not
beyond the Revolving Loan Maturity Date, on terms acceptable to the Issuing
Bank thereof) and (y) the Revolving Loan Maturity Date and (B) in the case of
Trade Letters of Credit, on or before the earlier of (x) the date which occurs
180 days after the date of issuance thereof and (y) the date which is 30 days
prior to the Revolving Loan Maturity Date.

              (d)  Schedule VII contains a description of all letters of credit
issued by BTCo pursuant to the Original Credit Agreement and which are to
remain outstanding on the Restatement Effective Date.  Each Existing Letter of
Credit, including any extension thereof, issued by BTCo shall constitute a
"Letter of Credit" for all purposes of this Agreement.  Each Existing Letter of
Credit shall be deemed issued for purposes of Sections 3.01(b) and 3.01(c) on
the Restatement Effective Date.

              2.02  Letter of Credit Requests.  (a)  Whenever the Borrower
desires that a Letter of Credit be issued for its account, the Borrower shall
give the Managing Agent and the respective Issuing Bank at least two Business
Days' (or such shorter period as is acceptable to the respective Issuing Bank)
written notice thereof.  In the case of Letters of Credit to be issued pursuant
to Section 2.01, each notice shall be in the form of Exhibit C (each a "Letter
of Credit Request").

              (b)  The making of each Letter of Credit Request shall be deemed
to be a representation and warranty by the Borrower that such Letter of Credit
may be issued in accordance with, and will not violate the requirements of,
Section 2.01(c).  Unless





                                      -15-
<PAGE>   23
the respective Issuing Bank has received notice from any Bank before it issues
a Letter of Credit that one or more of the conditions specified in Section 5 or
Section 6 are not then satisfied, or that the issuance of such Letter of Credit
would violate Section 2.01(c), then such Issuing Bank may issue the requested
Letter of Credit for the account of the Borrower in accordance with such
Issuing Bank's usual and customary practices.  Upon its issuance of any Standby
Letter of Credit, such Issuing Bank shall promptly notify each Bank
participating therein of such issuance, which notice shall be accompanied by a
copy of the Letter of Credit actually issued and any amendments thereto.  For
Trade Letters of Credit on which the Issuing Bank is other than the Managing
Agent, the Issuing Bank will send to the Managing Agent by facsimile
transmission, promptly on the first Business Day of each week, the daily
aggregate Stated Amounts of Trade Letters of Credit available during the
preceding week.  The Managing Agent will send to each Bank with a Revolving
Loan Commitment, after each calendar month end and upon each Letter of Credit
Fee payment, a report setting forth for the relevant period the daily aggregate
Stated Amount under Trade Letters of Credit of all Issuing Banks during such
period.

              2.03  Letter of Credit Participations.  (a)  Immediately upon the
issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall
be deemed to have sold and transferred to each Bank with a Revolving Loan
Commitment, other than such Issuing Bank (each such Bank, in its capacity under
this Section 2.03, a "Participant"), and each such Participant shall be deemed
irrevocably and unconditionally to have purchased and received from such
Issuing Bank, without recourse or warranty, an undivided interest and
participation, to the extent of such Participant's Adjusted RL Percentage, in
such Letter of Credit, each drawing made thereunder and the obligations of the
Borrower under this Agreement with respect thereto, and any security therefor
or guaranty pertaining thereto (although the Letter of Credit Fee shall be
payable directly to the Managing Agent for the account of the Participants as
provided in Section 3.01(b) and the Participants shall have no right to receive
any portion of any Facing Fees).  Upon any change in the respective Revolving
Loan Commitments or Adjusted RL Percentages of the Banks pursuant to Section
1.13 or 13.04 or as a result of a Bank Default, it is hereby agreed that, with
respect to all such outstanding Letters of Credit and Unpaid Drawings, there
shall be an automatic adjustment to the participations pursuant to this Section
2.03 to reflect the new Adjusted RL Percentages of the assignor and assignee
Bank or of all Banks with respective Revolving Loan Commitments.

              (b)  In determining whether to pay under any Letter of Credit,
such Issuing Bank shall have no obligation relative to the other Banks other
than to confirm that any documents required to be delivered under such Letter
of Credit appear to have been delivered and that they appear to substantially
comply on their face with the





                                      -16-
<PAGE>   24
requirements of such Letter of Credit.  Any action taken or omitted to be taken
by any Issuing Bank under or in connection with any Letter of Credit if taken
or omitted in the absence of gross negligence or willful misconduct, shall not
create for such Issuing Bank any resulting liability to the Borrower or any
Bank.

              (c)  In the event that any Issuing Bank makes any payment under
any Letter of Credit and the Borrower shall not have reimbursed such amount in
full to such Issuing Bank pursuant to Section 2.04(a), such Issuing Bank shall
promptly notify the Managing Agent, which shall promptly notify each
Participant of such failure, and each Participant shall promptly and
unconditionally pay to such Issuing Bank the amount of such Participant's
Adjusted RL Percentage of such unreimbursed payment in Dollars and in same day
funds.  If the Managing Agent so notifies, prior to 11:00 A.M. (New York time)
on any Business Day, any Participant required to fund a payment under a Letter
of Credit, such Participant shall make available to such Issuing Bank in
Dollars such Participant's Adjusted RL Percentage of the amount of such payment
on such Business Day in same day funds.  If and to the extent such Participant
shall not have so made its Adjusted RL Percentage of the amount of such payment
available to such Issuing Bank, such Participant agrees to pay to such Issuing
Bank, forthwith on demand such amount, together with interest thereon, for each
day from such date until the date such amount is paid to such Issuing Bank at
the overnight Federal Funds Rate.  The failure of any Participant to make
available to such Issuing Bank its Adjusted RL Percentage of any payment under
any Letter of Credit shall not relieve any other Participant of its obligation
hereunder to make available to such Issuing Bank its Adjusted RL Percentage of
any Letter of Credit on the date required, as specified above, but no
Participant shall be responsible for the failure of any other Participant to
make available to such Issuing Bank such other Participant's Adjusted RL
Percentage of any such payment.

              (d)  Whenever any Issuing Bank receives a payment of a
reimbursement obligation as to which it has received any payments from the
Participants pursuant to clause (c) above, such Issuing Bank shall pay to each
Participant which has paid its Adjusted RL Percentage thereof, in Dollars and
in same day funds, an amount equal to such Participant's share (based upon the
proportionate aggregate amount originally funded by such Participant to the
aggregate amount funded by all Participants) of the principal amount of such
reimbursement obligation and interest thereon accruing after the purchase of
the respective participations.

              (e)  The obligations of the Participants to make payments to each
Issuing Bank with respect to Letters of Credit issued by it shall be
irrevocable and not subject to any qualification or exception whatsoever and
shall be made in accordance with the





                                      -17-
<PAGE>   25
terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:

              (i)    any lack of validity or enforceability of this Agreement
       or any of the other Credit Documents;

              (ii)   the existence of any claim, setoff, defense or other right
       which the Borrower or any of its Subsidiaries may have at any time
       against a beneficiary named in a Letter of Credit, any transferee of any
       Letter of Credit (or any Person for whom any such transferee may be
       acting), the Managing Agent, any Issuing Bank, any Participant, or any
       other Person, whether in connection with this Agreement, any Letter of
       Credit, the transactions contemplated herein or any unrelated
       transactions (including any underlying transaction between the Borrower
       and the beneficiary named in any such Letter of Credit);

              (iii)  any draft, certificate 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;

              (iv)   the surrender or impairment of any security for the
       performance or observance of any of the terms of any of the Credit
       Documents; or

              (v)    the occurrence of any Default or Event of Default.

              2.04  Agreement to Repay Letter of Credit Drawings.  (a)  The
Borrower hereby agrees to reimburse the respective Issuing Bank, by making
payment directly to such Issuing Bank in immediately available funds, for any
payment or disbursement made by it under any Letter of Credit (each such
amount, so paid until reimbursed, an "Unpaid Drawing"), no later than three
Business Days after the date of such payment or disbursement, with interest on
the amount so paid or disbursed by such Issuing Bank, to the extent not
reimbursed prior to 12:00 Noon (New York time) on the date of such payment or
disbursement, from and including the date paid or disbursed to but excluding
the date such Issuing Bank was reimbursed by the Borrower therefor at a rate
per annum which shall be the Base Rate in effect from time to time plus the
Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided,
however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New
York time) on the fifth Business Day following such payment or disbursement,
interest shall thereafter accrue on the amounts so paid or disbursed by such
Issuing Bank (and until reimbursed by the Borrower) at a rate per annum which
shall be the Base Rate in effect from time to time plus the Applicable Margin
for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case,
with interest to be payable on demand.  The respective





                                      -18-
<PAGE>   26
Issuing Bank shall give the Borrower prompt notice of each Drawing under any
Letter of Credit, provided that the failure to give any such notice shall in no
way affect, impair or diminish the Borrower's obligations hereunder.

              (b)  The obligations of the Borrower under this Section 2.04 to
reimburse the respective Issuing Bank with respect to drawings on Letters of
Credit (each, a "Drawing") (including, in each case, interest thereon) shall be
absolute and unconditional under any and all circumstances and irrespective of
any setoff, counterclaim or defense to payment which the Borrower may have or
have had against any Bank (including in its capacity as the issuer of the
Letter of Credit or as Participant), or any nonapplication or misapplication by
the beneficiary of the proceeds of such Drawing, the respective Issuing Bank's
only obligation to the Borrower being to confirm that any documents required to
be delivered under such Letter of Credit appear to have been delivered and that
they appear to comply on their face with the requirements of such Letter of
Credit.  Any action taken or omitted to be taken by any Issuing Bank under or
in connection with any Letter of Credit if taken or omitted in the absence of
gross negligence or willful misconduct, shall not create for such Issuing Bank
any resulting liability to the Borrower.

              2.05  Increased Costs.  If at any time after the Restatement
Effective Date, the introduction of or any change in any applicable law, rule,
regulation, order, guideline or request or in the interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by any Issuing Bank or
any Participant, or any corporation controlling such Person, with any request
or directive by any such authority (whether or not having the force of law),
shall either (i) impose, modify or make applicable any reserve, deposit,
capital adequacy or similar requirement against letters of credit issued by any
Issuing Bank or participated in by any Participant, or (ii) impose on any
Issuing Bank or any Participant, or any corporation controlling such Person,
any other conditions relating, directly or indirectly, to this Agreement or any
Letter of Credit; and the result of any of the foregoing is to increase the
cost to any Issuing Bank or any Participant of issuing, maintaining or
participating in any Letter of Credit, or reduce the amount of any sum received
or receivable by any Issuing Bank or any Participant hereunder or reduce the
rate of return on its capital with respect to Letters of Credit (except for
changes in the rate of tax on, or determined by reference to, the net income or
profits of such Issuing Bank or such Participant, or any corporation
controlling such Person, or any franchise tax based on the net income or
profits of such Bank or Participant, or any corporation controlling such
Person, in either case pursuant to the laws of the United States of America,
the jurisdiction in which it is organized or in which its principal office or
applicable lending office is located or any subdivision thereof or therein),
but without duplication of any amounts payable in respect of taxes pursuant to
Section





                                      -19-
<PAGE>   27
4.04(a), then, upon demand to the Borrower by such Issuing Bank or any
Participant (a copy of which demand shall be sent by such Issuing Bank or such
Participant to the Managing Agent) and subject to the provisions of Section
13.15 (to the extent applicable), the Borrower shall pay to such Issuing Bank
or such Participant such additional amount or amounts as will compensate such
Bank for such increased cost or reduction in the amount receivable or reduction
on the rate of return on its capital.  Any Issuing Bank or any Participant,
upon determining that any additional amounts will be payable pursuant to this
Section 2.05, will give prompt written notice thereof to the Borrower, which
notice shall include a certificate submitted to the Borrower by such Issuing
Bank or such Participant (a copy of which certificate shall be sent by such
Issuing Bank or such Participant to the Managing Agent), setting forth in
reasonable detail the basis for the calculation of such additional amount or
amounts necessary to compensate such Issuing Bank or such Participant.  The
certificate required to be delivered pursuant to this Section 2.05 shall, if
delivered in good faith and absent manifest error, be final and conclusive and
binding on the Borrower.

              SECTION 3.  Commitment Commission; Fees; Reductions of
Commitment.

              3.01  Fees.  (a) (i) The Borrower agrees to pay the Managing
Agent for distribution to each Non-Defaulting Bank with a Term Loan Commitment
a commitment commission (the "Term Loan Commitment Commission") for the period
from the Restatement Effective Date to and including the Term Loan Availability
Termination Date (or such earlier date as the Total Term Loan Commitment shall
have been terminated), computed at a rate for each day equal to (x) 3/8 of 1%
per annum, if on the relevant Quarterly Payment Date or the Term Loan
Availability Termination Date (or such earlier date upon which the Total Term
Loan Commitment shall have been terminated) the Leverage Ratio is equal to or
greater than 4.5 to 1 or (y) 1/4 of 1% per annum, if on the relevant Quarterly
Payment Date or the Term Loan Availability Termination Date (or such earlier
date upon which the Total Term Loan Commitment shall have been terminated) the
Leverage Ratio is less than 4.5 to 1, in each case on the daily average
Unutilized Term Loan Commitment of such Non-Defaulting Bank.  Accrued Term Loan
Commitment Commission shall be due and payable quarterly in arrears on each
Quarterly Payment Date and on the Term Loan Availability Termination Date or
such earlier date upon which the Total Term Loan Commitment is terminated.

              (ii) The Borrower agrees to pay the Managing Agent for
distribution to each Non-Defaulting Bank with a Revolving Loan Commitment a
commitment commission (the "Revolving Loan Commitment Commission" and together
with the Term Loan Commitment Commission, the "Commitment Commission") for the
period





                                      -20-
<PAGE>   28
from the Restatement Effective Date to and including the Revolving Loan
Maturity Date (or such earlier date as the Total Revolving Loan Commitment
shall have been terminated), computed at a rate for each day equal to (x) 3/8
of 1% per annum, if on the relevant Quarterly Payment Date or the Revolving
Loan Maturity Date (or such earlier date as the Total Revolving Loan Commitment
shall have been terminated) the Leverage Ratio is equal to or greater than 4.5
to 1 or (y) 1/4 of 1% per annum, if on the relevant Quarterly Payment Date or
the Revolving Loan Maturity Date (or such earlier date as the Total Revolving
Loan Commitment shall have been terminated) the Leverage Ratio is less than 4.5
to 1, in each case on the daily average Unutilized Revolving Loan Commitment of
such Non-Defaulting Bank.  Accrued Revolving Loan Commitment Commission shall
be due and payable quarterly in arrears on each Quarterly Payment Date and on
the Revolving Loan Maturity Date or such earlier date upon which the Total
Revolving Loan Commitment is terminated.

              (b)  The Borrower agrees to pay to the Managing Agent for
distribution to each Non-Defaulting Bank with a Revolving Loan Commitment, as
the case may be (based on their respective Adjusted RL Percentages), a fee in
respect of each Letter of Credit issued hereunder (the "Letter of Credit Fee"),
for the period from and including the date of issuance of such Letter of
Credit, to and including the termination of such Letter of Credit computed at a
rate per annum equal to the Applicable Margin for Revolving Loans maintained as
Eurodollar Loans as in effect from time to time on the daily Stated Amount of
such Letter of Credit.  Accrued Letter of Credit Fees shall be due and payable
quarterly in arrears on each Quarterly Payment Date and upon the first day on
or after the termination of the Total Revolving Loan Commitment upon which no
Letters of Credit remain outstanding.

              (c)  The Borrower agrees to pay to the respective Issuing Bank,
for its own account, a facing fee in respect of each Letter of Credit issued
for its account hereunder (the "Facing Fee") for the period from and including
the date of issuance of such Letter of Credit to and including the termination
of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of
the daily Stated Amount of such Letter of Credit; provided, that in no event
shall the annual Facing Fee be less than $500.  Accrued Facing Fees shall be
due and payable quarterly in arrears on each Quarterly Payment Date and on the
date upon which the Total Revolving Loan Commitment has been terminated and no
Letters of Credit remain outstanding.

              (d)  The Borrower shall pay, upon each payment under, issuance
of, or amendment to, any Letter of Credit, such amount as shall at the time of
such event be the administrative charge which the respective Issuing Bank is
generally imposing in connection with such occurrence with respect to letters
of credit.





                                      -21-
<PAGE>   29
              (e)  The Borrower shall pay to the Managing Agent, for its own
account, such other fees as have been agreed to in writing by the Borrower and
the Managing Agent.

              3.02  Voluntary Termination and Reduction of Commitments.  (a)
Upon at least two Business Days' prior written notice (or telephonic notice
confirmed in writing) to the Managing Agent at its Notice Office (which notice
the Managing Agent shall promptly transmit to each of the Banks), the Borrower
shall have the right, at any time or from time to time, without premium or
penalty, to terminate or partially reduce the Total Unutilized Revolving Loan
Commitment, in whole or in part, provided that (x) each such reduction shall
apply proportionately to permanently reduce the Revolving Loan Commitment of
each Bank with a Revolving Loan Commitment (y) any partial reduction pursuant
to this Section 3.02 shall be in integral multiples of $500,000 and (z) the
reduction to the Total Unutilized Revolving Loan Commitment shall in no case be
in an amount which would cause the Revolving Loan Commitment of any Bank to be
reduced (as required by the preceding clause (x)) by an amount which exceeds
the Unutilized Revolving Loan Commitment of such Bank as in effect immediately
before giving effect to such reduction.

              (b)  In the event of certain refusals by a Bank as provided in
Section 13.12(b) to consent to certain proposed changes, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Required Banks, the Borrower may, upon five Business Days' written notice to
the Managing Agent at its Notice Office (which notice the Managing Agent shall
promptly transmit to each of the Banks) terminate the entire Revolving Loan
Commitment and/or, if prior to the Term Loan Availability Termination Date, the
Term Loan Commitment of such Bank, so long as (i) all Loans, together with
accrued and unpaid interest, Fees and other amounts, owing to such Bank (other
than amounts owing in respect of Term Loans maintained by such Bank, if such
Term Loans are not being repaid pursuant to Section 13.12(b)) are repaid
concurrently with the effectiveness of such termination (at which time Schedule
I shall be deemed modified to reflect such changed amounts), and at such time,
unless the respective Bank continues to have outstanding Term Loans hereunder,
such Bank shall no longer constitute a "Bank" for purposes of this Agreement,
except with respect to indemnifications under this Agreement (including,
without limitation, Sections 1.10, 1.11, 2.05, 4.04, 12.06 and 13.01, as the
same may be limited by Section 13.15 (to the extent applicable)), which shall
survive as to such repaid Bank and (ii) the Managing Agent and each other Bank
which will be party to this Agreement after giving effect to such change,
waiver, discharge or termination with respect to this Agreement consents to
such termination of Revolving Loan Commitment and repayment of Loans.





                                      -22-
<PAGE>   30
              3.03  Mandatory Reduction of Commitments.  (a)  Unless the
Restatement Effective Date shall have occurred on or before February 28, 1997,
the Total Commitment (and the Term Loan Commitment and the Revolving Loan
Commitment of each Bank) shall terminate in its entirety.

              (b)  In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Term Loan Commitment (and the Term
Loan Commitment of each Bank) shall (i) be reduced on each Term Loan Borrowing
Date (after giving effect to the incurrence of the Term Loans on such date), in
an amount equal to the aggregate principal amount of Term Loans incurred on
such date, (ii) terminate in its entirety on the Term Loan Availability
Termination Date (after giving effect to the making of Term Loans on or prior
to such date) and (iii) prior to the termination of the Total Term Loan
Commitment as provided above, be reduced from time to time to the extent
required by Section 4.02.

              (c)  In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each Bank) shall terminate in its entirety on the
Revolving Loan Maturity Date.

              (d)  In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, on each date after the Restatement Effective
Date upon which a mandatory repayment of Term Loans pursuant to Section 4.02(e)
is required (and exceeds in amount the aggregate principal amount of Term Loans
then outstanding) or would be required if Term Loans were then outstanding, the
Total Term Loan Commitment shall be permanently reduced by the amount, if any,
by which the amount required to be applied pursuant to said Section (determined
as if an unlimited amount of Term Loans were actually outstanding) exceeds the
aggregate principal amount of Term Loans then outstanding.

              (e)  In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, on each date after the Restatement Effective
Date upon which a mandatory repayment of Term Loans pursuant to Section 4.02(e)
is required (and exceeds in amount the aggregate principal amount of Term Loans
then outstanding plus the Total Term Loan Commitment then in effect) or would
be required if Term Loans were then outstanding, the Total Revolving Loan
Commitment shall be permanently reduced by the amount, if any, by which the
amount required to be applied pursuant to said Section (determined as if an
unlimited amount of Term Loans were actually outstanding) exceeds the aggregate
principal amount of Term Loans then outstanding plus the Total Term Loan
Commitment then in effect.





                                      -23-
<PAGE>   31
              (f)  On each date after the Restatement Effective Date upon which
Holdings or any of its Subsidiaries receives proceeds in connection with the
consummation of the American Radio Exchange and/or the Milwaukee Disposition,
the Total Revolving Loan Commitment shall be permanently reduced by an amount
equal to 100% of the Net Sale Proceeds from each such event; provided, that in
no event shall the Total Revolving Loan Commitment be reduced by more than
$20,000,000 pursuant to this Section 3.03(f).

              (g)  Each reduction to the Total Term Loan Commitment and/or the
Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to
Section 4.02) shall be applied proportionately to reduce the Term Loan
Commitment or the Revolving Loan Commitment, as the case may be, of each Bank
with such a Commitment.

              SECTION 4.  Prepayments; Payments; Taxes.

              4.01  Voluntary Prepayments.  The Borrower shall have the right
to prepay the Loans, without premium or penalty, in whole or in part at any
time and from time to time on the following terms and conditions:  (i) the
Borrower shall give the Managing Agent prior to 12:00 Noon (New York time) at
its Notice Office (x) at least one Business Day's prior written notice (or
telephonic notice promptly confirmed in writing) of its intent to prepay Base
Rate Loans and (y) at least three Business Days' prior written notice (or
telephonic notice promptly confirmed in writing) of its intent to prepay
Eurodollar Loans, whether Term Loans or Revolving Loans shall be prepaid, the
amount of such prepayment and the Types of Loans to be prepaid and, in the case
of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which
made, which notice the Managing Agent shall promptly transmit to each of the
Banks; (ii) each prepayment shall be in an aggregate principal amount of at
least $100,000, provided that if any partial prepayment of Eurodollar Loans
made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans
made pursuant to such Borrowing to an amount less than (1) in the case of Term
Loans, $2,000,000, and (2) in the case of Revolving Loans, $250,000, then such
Borrowing may not be continued as a Borrowing of Eurodollar Loans and any
election of an Interest Period with respect thereto given by the Borrower shall
have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to
this Section 4.01 may only be made on the last day of an Interest Period
applicable thereto (except in connection with payments made pursuant to clause
(v) below); (iv) each prepayment in respect of any Loans made pursuant to a
Borrowing shall, except as provided in clauses (v) and (vi) below, be applied
pro rata among the Banks which made such Loans; (v) in the event of certain
refusals by a Bank as provided in Section 13.12(b) to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved





                                      -24-
<PAGE>   32
by the Required Banks, the Borrower may, upon five Business Days' written
notice to the Managing Agent at its Notice Office (which notice the Managing
Agent shall promptly transmit to each of the Banks) repay all Loans, together
with accrued and unpaid interest, Fees and other amounts, owing to such Bank
(or owing to such Bank with respect to each Tranche which gave rise to the need
to obtain such Bank's individual consent) in accordance with said Section
13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any
Bank pursuant to this clause (b), the Revolving Loan Commitment of such Bank,
is terminated concurrently with such repayment (at which time Schedule I shall
be deemed modified to reflect such changed amounts), (B) in the case of the
repayment of Term Loans of any Bank pursuant to this clause (b), the Term Loan
Commitment of such Bank (to the extent not theretofore terminated) is
terminated concurrently with such repayment (at which time Schedule I shall be
deemed modified to reflect such changed amounts) and (C) the Managing Agent and
each other Bank which will be party to this Agreement after giving effect to
such change, waiver, discharge or termination with respect to this Agreement
consents to such repayment of Loans and such termination of Revolving Loan
Commitment; (vi) at the Borrower's election in connection with any prepayment
of Revolving Loans, such prepayment shall not be applied to the Revolving Loans
of a Defaulting Bank; and (vii) each voluntary prepayment of Term Loans made
pursuant to this Section 4.01 (other than prepayments made pursuant to
preceding  clauses (v) and (vi)) shall be applied to reduce the then remaining
Scheduled Repayments pro rata based upon the then remaining number of Scheduled
Repayments after giving effect to all prior reductions thereto; provided that
if the amount to be applied to any Scheduled Repayment (whether pursuant to
preceding clause (vii) or as a result of this proviso) would exceed the then
remaining amount of such Scheduled Repayment, then an amount equal to such
excess shall be applied to reduce the other then remaining Scheduled Repayments
pro rata based upon the then remaining number of such Scheduled Repayments
after giving effect to all prior reductions thereto (including the amount of
prepayments theretofore allocated pursuant to preceding clause (vii) and this
proviso); provided further, that notwithstanding the foregoing, the Borrower
may apply prepayments of Term Loans pursuant to this Section 4.01 in an
aggregate amount not to exceed $15,000,000 in any order the Borrower may elect.

              4.02  Mandatory Repayments and Commitment Reductions.  (a) (i) On
any day on which the sum of the aggregate outstanding principal amount of the
Revolving Loans made by the Non-Defaulting Banks and the Letter of Credit
Outstandings exceeds the Adjusted Total Available Revolving Loan Commitment as
then in effect, the Borrower shall prepay on such date principal on Revolving
Loans of the Non-Defaulting Banks in an amount equal to such excess.  If, after
giving effect to the prepayment of all Revolving Loans of Non-Defaulting Banks,
the aggregate amount of the Letter of Credit Outstandings exceeds the Adjusted
Total Available Revolving Loan





                                      -25-
<PAGE>   33
Commitment as then in effect, the Borrower shall pay to the Managing Agent at
the Payment Office on such date an amount of cash or Cash Equivalents equal to
the amount of such excess (up to a maximum amount equal to the Letter of Credit
Outstandings at such time), such cash or Cash Equivalents to be held as
security for all obligations of the Borrower to Non-Defaulting Banks hereunder
in a cash collateral account to be established by the Managing Agent.

              (ii)  On any day on which the aggregate outstanding principal
amount of the Revolving Loans made by any Defaulting Bank exceeds the Available
Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay
principal of Revolving Loans of such Defaulting Bank in an amount equal to such
excess.

              (b)  In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date set forth below, the
Borrower shall be required to repay that principal amount of Term Loans, to the
extent then outstanding, as is set forth opposite such date (each such
repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(i),
a "Scheduled Repayment"):

<TABLE>
<CAPTION>
       Scheduled Repayment Date              Amount
       ------------------------              ------
<S>                                        <C>
Quarterly Payment Date in April 1997       $ 3,125,000
Quarterly Payment Date in July 1997        $ 3,125,000
Quarterly Payment Date in October 1997     $ 3,125,000

Quarterly Payment Date in January 1998     $ 3,125,000
Quarterly Payment Date in April 1998       $ 6,250,000
Quarterly Payment Date in July 1998        $ 6,250,000
Quarterly Payment Date in October 1998     $ 6,250,000

Quarterly Payment Date in January 1999     $ 6,250,000
Quarterly Payment Date in April 1999       $ 9,375,000
Quarterly Payment Date in July 1999        $ 9,375,000
Quarterly Payment Date in October 1999     $ 9,375,000

Quarterly Payment Date in January 2000     $ 9,375,000
Quarterly Payment Date in April 2000       $11,250,000
Quarterly Payment Date in July 2000        $11,250,000
Quarterly Payment Date in October 2000     $11,250,000

Quarterly Payment Date in January 2001     $11,250,000
Quarterly Payment Date in April 2001       $12,500,000
Quarterly Payment Date in July 2001        $12,500,000
Quarterly Payment Date in October 2001     $12,500,000

Quarterly Payment Date in January 2002     $12,500,000
Quarterly Payment Date in April 2002       $13,750,000
Quarterly Payment Date in July 2002        $13,750,000
Quarterly Payment Date in October 2002     $13,750,000

Term Loan Maturity Date                    $13,750,000
</TABLE>





                                      -26-
<PAGE>   34

; provided that in the event the aggregate principal amount of Term Loans
incurred at the time that the Total Term Loan Commitment is terminated in
accordance with Section 3.03(b) is less than $225,000,000, an amount equal to
such deficiency shall be applied to reduce the Scheduled Repayments pro rata
based on the then remaining principal amount of each such Scheduled Repayment.

              (c)  In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date after the Restatement
Effective Date upon which Holdings or any of its Subsidiaries receives any
proceeds from any sale or issuance of its equity (other than (i) proceeds
received from the issuance of shares of Holdings Common Stock as a result of
the exercise of options issued (x) pursuant to the Dinetz Employment Contract
or the agreements granting certain options to Ms. Matrice Ellis-Kirk, Mr.
Marvin Dinetz, Mr. Eric W. Neumann, Mr. Jeffrey A. Marcus and Mr. John H.
Massey as in effect on the Restatement Effective Date, (y) pursuant to the
Employee Stock Option Plan or (z) as a result of any reissuance of Holdings
Common Stock to new employees pursuant to, and as permitted by Section
9.03(iii)(B)(z) to the extent that the aggregate proceeds (after deduction of
amounts used to purchase Holdings Common Stock in the case of reissuances of
the type described in Section 9.03(iii)(B)(z) excluded pursuant to this clause
(i)) do not exceed $2,500,000 in any fiscal year of Holdings, (ii) the proceeds
received from the Exchangeable Preferred Stock Issuance, (iii) proceeds
received from any Permitted Issuance and (iv) the proceeds received from the
Convertible Preferred Stock Issuance), an amount equal to 100% of the cash
proceeds of the respective sale or issuance (net of all reasonable costs
associated therewith, including, without limitation, all due diligence costs
and expenses paid for, or reimbursed by, Holdings and/or any of its
Subsidiaries, underwriting or similar fees discounts and commissions,
attorneys' fees and expenses paid for, or reimbursed by, Holdings and/or any of
its Subsidiaries and other direct costs associated therewith) shall be applied
as a mandatory repayment and/or commitment reduction in accordance with the
requirements of Sections 4.02(h) and (i).





                                      -27-
<PAGE>   35
              (d)  In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date after the Restatement
Effective Date upon which Holdings or any of its Subsidiaries receives any
proceeds from any incurrence by Holdings or any of its Subsidiaries of
Indebtedness for borrowed money (other than Indebtedness for borrowed money
permitted to be incurred pursuant to Section 9.04 as such Section is in effect
on the Restatement Effective Date), an amount equal to 100% of the cash
proceeds of the respective incurrence of Indebtedness (net of all reasonable
costs associated therewith, including, without limitation, all due diligence
costs and expenses paid for, or reimbursed by, Holdings and/or any of its
Subsidiaries, any underwriting or similar fees, discounts and commissions,
attorneys' fees and expenses paid for, or reimbursed by, Holdings and/or any of
its Subsidiaries, all financing and/or commitment fees and other direct costs
associated therewith) shall be applied as a mandatory repayment and/or
commitment reduction in accordance with the requirements of Sections 4.02(h)
and (i).

              (e)  In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date after the Restatement
Effective Date upon which Holdings or any of its Subsidiaries receives proceeds
from any sale of assets (including capital stock and securities held thereby,
but excluding sales of assets to the extent permitted by Sections 9.02(ii),
(v), (vi), (vii), (ix), (xi), (xii), (xiii), (xvi), (xvii), (xviii), (xix) and
(xx)); an amount equal to 100% of the Net Sale Proceeds therefrom shall be
applied as a mandatory repayment and/or commitment reduction in accordance with
the requirements of Sections 4.02(h) and (i) provided, that so long as no
Default or Event of Default then exists, the Net Sale Proceeds of the sale of
any of the Stations (whether as an asset sale, stock transfer, merger or
otherwise (including sales or swaps of Stations pursuant to the sales, Station
Swaps or Stock Swaps, respectively effected pursuant to Section 9.02(viii) or
(ix)) shall not be required to be so applied on the date of receipt thereof to
the extent the Borrower has delivered a certificate to the Managing Agent on or
prior to such date stating that such Net Sale Proceeds shall be reinvested or
shall be committed to be reinvested in radio stations (and related assets) or
100% of the capital stock or other equity interests (whether by merger of the
Borrower or any of its Subsidiaries (including Subsidiaries created pursuant to
Section 9.15), or a Stock Swap or a Station Swap effected pursuant to Section
9.02(viii) or (ix)) of a Person whose only business is the ownership of radio
stations (and related assets) or equipment to be used at the Stations (each a
"Reinvestment Asset" and together the "Reinvestment Assets") within 180 days
following such date, and the entire amount of such Net Sale Proceeds shall be
deposited with the Managing Agent pursuant to a cash collateral arrangement
reasonably satisfactory to the Managing Agent whereby such proceeds shall be
disbursed to the Borrower to pay actual costs incurred by it in connection with
the acquisition of Reinvestment Assets or the making of any escrow deposits in
connection therewith, provided further, that at any time an





                                      -28-
<PAGE>   36
Event of Default has occurred and is continuing the Required Banks may direct
the Managing Agent (in which case the Managing Agent shall, and is hereby
authorized by the Borrower to follow said directions) to apply any and all
proceeds then on deposit in such collateral account to the repayment of
Obligations in the same manner as proceeds would be applied pursuant to the
Amended and Restated Borrower Security Agreement and, provided further, that if
all or any portion of such Net Sale Proceeds not applied as a mandatory
repayment and/or commitment reduction pursuant to the preceding proviso are
either (a) not so used or committed to be used within 180 days after the date
of receipt of such Net Sale Proceeds or (b) if committed to be so used within
180 days after the date of receipt of such Net Sale Proceeds and not so used
within 360 days after the date of receipt of such Net Sale Proceeds, then, in
either such case, such remaining portion not used or committed to be used in
the case of preceding clause (a) and not used in the case of preceding clause
(b) shall be applied on the date which is 180 days following the date of
receipt of such Net Sale Proceeds in the case of clause (a) above, or the date
occurring 360 days after the date of receipt of such Net Sale Proceeds in the
case of clause (b) above as a mandatory repayment and/or commitment reduction
in accordance with the requirements of Sections 4.02(h) and (i).  At the time
of the acquisition of any Reinvestment Assets, Holdings shall comply and shall
cause its Subsidiaries to comply with Section 8.12.

              (f)  In addition to any other mandatory repayments pursuant to
this Section 4.02, on each Excess Cash Payment Date, an amount equal to 50% of
the Excess Cash Flow for the relevant Excess Cash Payment Period shall be
applied as a mandatory repayment of principal of outstanding Term Loans in
accordance with the requirements of Sections 4.02(h) and (i).

              (g)  In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, within 10 days following each date
after the Restatement Effective Date on which Holdings or any of its
Subsidiaries receives any proceeds from any Recovery Event, an amount equal to
100% of the proceeds of such Recovery Event (net of reasonable costs including,
without limitation, legal costs and expenses and taxes incurred in connection
with such Recovery Event) shall be applied as a mandatory repayment and/or
commitment reduction in accordance with the requirements of Sections 4.02(h)
and (i), provided that (x) so long as no Default or Event of Default then
exists and such proceeds do not exceed $2,500,000, such proceeds shall not be
required to be so applied on such date to the extent that the Borrower has
delivered a certificate to the Managing Agent on or prior to such date stating
that such proceeds shall be used to replace or restore any properties or assets
in respect of which such proceeds were paid within 180 days following the date
of such Recovery Event (which certificate shall set forth the estimates of the
proceeds to be so expended) and (y) so long as no Default or Event of Default
then exists and to the





                                      -29-
<PAGE>   37
extent that (a) the amount of such proceeds exceeds $2,500,000, (b) the
Borrower has delivered to the Managing Agent a certificate on or prior to the
date the application would otherwise be required pursuant to this Section
4.02(g) in the form described in clause (x) above and also certifying the
sufficiency of business interruption insurance as required by succeeding clause
(c), and (c) the Borrower has delivered to the Managing Agent such evidence as
the Managing Agent may reasonably request in form and substance satisfactory to
the Managing Agent establishing that the Borrower has sufficient business
interruption insurance and that the Borrower will be receiving regular payments
thereunder in such amounts and at such times as are necessary to satisfy all
obligations and expenses of the Borrower (including, without limitation, all
debt service requirements, including pursuant to this Agreement), without any
delay or extension thereof, for the period from the date of the respective
casualty, condemnation or other event giving rise to the Recovery Event and
continuing through the completion of the replacement or restoration of
respective properties or assets, then the entire amount and not just the
portion in excess of $2,500,000 shall be deposited with the Managing Agent
pursuant to a cash collateral arrangement reasonably satisfactory to the
Managing Agent whereby such proceeds shall be disbursed to the Borrower from
time to time as needed to pay actual costs incurred by it in connection with
the replacement or restoration of the respective properties or assets (pursuant
to such certification requirements as may be established by the Managing
Agent), provided further, that at any time while an Event of Default has
occurred and is continuing (other than an Event of Default existing solely as a
result of the violation of any or all of Sections 9.08, 9.09 and 9.10, but in
each case only if, and to the extent, that the violation of said covenant has
occurred as a result of the underlying event giving rise to the Recovery
Event), the Required Banks may direct the Managing Agent (in which case the
Managing Agent shall, and is hereby authorized by the Borrower to, follow said
directions) to apply any or all proceeds then on deposit in such collateral
account to the repayment of Obligations hereunder in the same manner as
proceeds would be applied pursuant to the Amended and Restated Borrower
Security Agreement, and, provided further, that if all or any portion of such
proceeds not required to be applied as a mandatory repayment and/or commitment
reduction pursuant to the second preceding proviso (whether pursuant to clause
(x) or (y) thereof) are either (A) not so used within 180 days after the date
of receipt of proceeds from the respective Recovery Event or (B) if committed
to be used within 180 days after the date of receipt of proceeds from the
respective Recovery Event and not so used within 360 days after the date of
receipt of proceeds from the respective Recovery Event, then, in either case,
such remaining portion not used or committed to be used in the case of the
preceding clause (A) and not used in the case of preceding clause (B), shall be
applied on the date which is 180 days following the date of receipt of proceeds
from the respective Recovery Event in the case of clause (A) above, or the date
which is 360 days after the date of receipt of proceeds from the respective
Recovery Event in the case of clause (B) above as a mandatory





                                      -30-
<PAGE>   38
repayment and/or commitment reduction in accordance with the requirements of
Section 4.02(h) and (i).

              (h)  Each amount required to be applied to repay Term Loans (or
to reduce the Total Term Loan Commitment) pursuant to Sections 4.02(c) through
(g) shall be applied to reduce the then remaining Scheduled Repayments pro rata
based upon the then remaining number of Scheduled Repayments after giving
effect to all prior reductions thereto (i.e., each then remaining Scheduled
Repayment shall be reduced by an amount equal to the aggregate amount to be
applied to the Term Loans divided by the then remaining Scheduled Repayments);
provided, that if the amount to be applied to any Scheduled Repayment would
exceed the then remaining amount of such Scheduled Repayment, then an amount
equal to such excess shall be applied to reduce the other then remaining
Scheduled Repayments, after giving effect to all prior reductions thereto
(including the amount of prepayments theretofore allocated pursuant to the
preceding portion of this sentence), pro rata based upon the then remaining
number of Scheduled Repayments in the manner described above; provided further,
that notwithstanding the foregoing, the Borrower may apply prepayments of Term
Loans pursuant to this Section 4.02 in an amount not to exceed $15,000,000 in
any order the Borrower may elect.

              (i)  With respect to each repayment of Loans required by this
Section 4.02, the Borrower may designate the Types of Loans of the respective
Tranche which are to be repaid and, in the case of Eurodollar Loans, the
specific Borrowing or Borrowings of the respective Tranche pursuant to which
made, provided that:  (i) repayments of Eurodollar Loans pursuant to this
Section 4.02 may only be made on the last day of an Interest Period applicable
thereto unless all Eurodollar Loans of the respective Tranche with Interest
Periods ending on such date of required repayment and all Base Rate Loans of
the respective Tranche have been paid in full; (ii) if any repayment of
Eurodollar Loans made pursuant to a single Borrowing shall reduce the
outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less
than (x) in the case of Term Loans, $2,000,000, and (y) in the case of
Revolving Loans, $1,000,000, such Borrowing shall be converted at the end of
the then current Interest Period into a Borrowing of Base Rate Loans; and (iii)
each repayment of any Loans made pursuant to a Borrowing shall be applied pro
rata among the Banks which made such Loans.  In the absence of a designation by
the Borrower as described in the preceding sentence, the Managing Agent shall,
subject to the above, make such designation in its sole discretion with a view,
but no obligation, to minimize breakage costs owing under Section 1.11.
Notwithstanding the foregoing provisions of this Section 4.02, if at any time
the mandatory prepayment of Term Loans pursuant to Sections 4.02(c) through (g)
above would result, after giving effect to the procedures set forth above, in
the Borrower incurring breakage costs under Section 1.11 as a result of
Eurodollar





                                      -31-
<PAGE>   39
Loans being prepaid other than on the last day of an Interest Period applicable
thereto (the "Affected Eurodollar Loans"), then the Borrower may in its sole
discretion initially deposit a portion (up to 100%) of the amounts that
otherwise would have been paid in respect of the Affected Eurodollar Loans with
the Managing Agent (which deposit must be equal in amount to the amount of
Affected Eurodollar Loans not immediately prepaid) to be held as security for
the obligations of the Borrower hereunder pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to
the Managing Agent, with such cash collateral to be directly applied upon the
first occurrence (or occurrences) thereafter of the last day of an Interest
Period applicable to the relevant Term Loans that are Eurodollar Loans (or such
earlier date or dates as shall be requested by the Borrower), to repay an
aggregate principal amount of such Term Loans equal to the Affected Eurodollar
Loans not initially repaid pursuant to this sentence.  Notwithstanding anything
to the contrary contained in the immediately preceding sentence, all amounts
deposited as cash collateral pursuant to the immediately preceding sentence
shall be held for the sole benefit of the Banks whose Term Loans would
otherwise have been immediately repaid with the amounts deposited and upon the
taking of any action by the Managing Agent or the Banks pursuant to the
remedial provisions of Section 10, any amounts held as cash collateral pursuant
to this Section 4.02(i) shall, subject to the requirements of applicable law,
be immediately applied to the relevant Term Loans.

              4.03  Method and Place of Payment.  Except as otherwise
specifically provided herein, all payments under this Agreement or any Note
shall be made to the Managing Agent for the account of the Bank or Banks
entitled thereto not later than 12:00 Noon (New York time) on the date when due
and shall be made in Dollars in immediately available funds at the Payment
Office of the Managing Agent.  Whenever any payment to be made hereunder or
under any Note 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.

              4.04  Net Payments.  (a)  All payments made by the Borrower
hereunder or under any Note will be made without set-off, counterclaim or other
defense.  Except as provided in Section 4.04(b), all such payments will be made
free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any
political subdivision or taxing authority thereof or therein with respect to
such payments (but excluding, except as provided in the second succeeding
sentence, any tax imposed on or measured by the net income or net profits of a
Bank, or any franchise tax based on the net income or net profits of a Bank, in
either case pursuant to the laws of the United States of America or the
jurisdiction in





                                      -32-
<PAGE>   40
which it is organized or in which the principal office or applicable lending
office of such Bank is located or any subdivision thereof or therein) and all
interest, penalties or similar liabilities with respect thereto (all such non-
excluded taxes, levies, imposts, duties, fees, assessments or other charges
being referred to collectively as "Taxes").  If any Taxes are so levied or
imposed, the Borrower agrees to pay the full amount of such Taxes, and such
additional amounts as may be necessary so that every payment of all amounts due
under this Agreement or under any Note, after withholding or deduction for or
on account of any Taxes, will not be less than the amount provided for herein
or in such Note.  If any amounts are payable in respect of Taxes pursuant to
the preceding sentence of this Section 4.04(a), then the Borrower agrees to
reimburse each Bank, upon the written request of such Bank, for taxes imposed
on or measured by the net income or net profits of such Bank, or any franchise
tax based on the net income or net profits of such Bank, in either case
pursuant to the laws of the jurisdiction in which such bank is organized or in
which the principal office or applicable lending office of such Bank is located
or under the laws of any political subdivision or taxing authority of any such
jurisdiction in which the principal office or applicable lending office of such
Bank is located and for any withholding of income or similar taxes imposed by
the United States of America as such Bank shall determine in good faith are
payable by, or withheld from, such Bank in respect of such amounts so paid to
or on behalf of such Bank pursuant to the preceding sentence and in respect of
any amounts paid to or on behalf of such Bank pursuant to this sentence.  The
Borrower will furnish to the Managing Agent within 45 days after the date the
payment of any Taxes is due pursuant to applicable law certified copies of tax
receipts evidencing such payment by the Borrower.  The Borrower agrees to
indemnify and hold harmless each Bank, and reimburse such Bank upon its written
request, for the amount of any Taxes described in the preceding sentences and
subject to payment by Borrower which are so levied or imposed and paid by such
Bank.

              (b)  Each Bank that is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code) agrees to deliver to the
Borrower and the Managing Agent on or prior to the Restatement Effective Date,
or in the case of a Bank that is an assignee or transferee of an interest under
this Agreement pursuant to Sections 1.13 or 13.04 (unless the respective Bank
was already a Bank hereunder immediately prior to such assignment or transfer),
on the date of such assignment or transfer to such Bank, (i) two accurate and
complete original signed copies of Internal Revenue Service Form 4224 or Form
1001 (or successor forms) certifying to such Bank's entitlement to a complete
exemption from United States withholding tax with respect to payments to be
made under this Agreement and under any Note, or (ii) if the Bank is not a
"bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot
deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause
(i) above, (x) a certificate substantially in the form of Exhibit D (any such
certificate, a "Section 4.04(b)(ii)





                                      -33-
<PAGE>   41
Certificate") and (y) two accurate and complete original signed copies of
Internal Revenue Service Form W-8 (or successor form) certifying to such Bank's
entitlement to a complete exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement and under any
Note.  In addition, each Bank agrees that from time to time after the
Restatement Effective Date, when a lapse in time or change in circumstances
renders the previous certification obsolete or inaccurate in any material
respect, it will deliver to the Borrower and the Managing Agent two new
accurate and complete original signed copies of Internal Revenue Service Form
4224 or 1001, or Form W-8 and a Section 4.04(b)(ii) Certificate, as the case
may be, and such other forms as may be required in order to confirm or
establish the entitlement of such Bank to a continued exemption from or
reduction in United States withholding tax with respect to payments under this
Agreement and any Note, or it shall immediately notify the Borrower and the
Managing Agent of its inability to deliver any such form or Certificate, in
which case such Bank shall not be required to deliver any such form or
Certificate pursuant to this Section 4.04(b).  Notwithstanding anything to the
contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the
immediately succeeding sentence, (x) the Borrower shall be entitled, to the
extent it is required to do so by law, to deduct or withhold income or similar
taxes imposed by the United States (or any political subdivision or taxing
authority thereof or therein) from interest, fees or other amounts payable
hereunder for the account of any Bank which is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal
income tax purposes to the extent that such Bank has not provided to the
Borrower U.S. Internal Revenue Service Forms that establish a complete
exemption from such deduction or withholding and (y) the Borrower shall not be
obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to
a Bank in respect of income or similar taxes imposed by the United States if
(I) such Bank has not provided to the Borrower the Internal Revenue Service
Forms required to be provided to the Borrower pursuant to this Section 4.04(b)
or (II) in the case of a payment, other than interest, to a Bank described in
clause (ii) above, to the extent that such Forms do not establish a complete
exemption from withholding of such taxes.  Notwithstanding anything to the
contrary contained in the preceding sentence or elsewhere in this Section 4.04
and except as set forth in Section 13.04(b), the Borrower agrees to pay
additional amounts and to indemnify each Bank in the manner set forth in
Section 4.04(a) (without regard to the identity of the jurisdiction requiring
the deduction or withholding) in respect of any amounts deducted or withheld by
it as described in the immediately preceding sentence as a result of any
changes after the Restatement Effective Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of income or similar Taxes.





                                      -34-
<PAGE>   42
              (c)    Each Bank that is a United States person (as such term is
defined in Section 7701(a)(30) of the Code) will provide an original signed
copy of Internal Revenue Service Form W-9 (or successor form) to each of the
Borrower and the Managing Agent upon the reasonable written request of the
Borrower.

              (d)  The provisions of this Section 4.04 are subject to the
provisions of Section 13.15 (to the extent applicable).

              SECTION 5A.  Conditions Precedent to Credit Events on the
Restatement Effective Date.  The occurrence of the Restatement Effective Date
pursuant to Section 13.10 and the obligation of each Bank to make or maintain
Loans and to participate in Letters of Credit under this Agreement, and the
obligations of each Issuing Bank to issue Letters of Credit, in each case on
the Restatement Effective Date is subject, at the time of such Credit Event, to
the satisfaction of the following conditions:

              5A.01  Execution of Agreement; Notes.  On or prior to the
Restatement Effective Date (i) this Agreement shall have been executed and
delivered as provided in Section 13.10 and (ii) there shall have been delivered
to the Managing Agent for the account of each of the Banks that has requested a
Note the appropriate Term Note and/or Revolving Note executed by the Borrower,
in each case in the amount, maturity and as otherwise provided herein.

              5A.02  Fees, etc.  On the Restatement Effective Date, the
Borrower shall have paid to the Managing Agent and the Banks all costs, fees
and expenses (including, without limitation, legal fees and expenses) payable
to the Managing Agent and the Banks to the extent then due.

              5A.03  Opinions of Counsel.  On the Restatement Effective Date,
the Managing Agent shall have received (i) from Weil, Gotshal & Manges LLP,
special counsel to Holdings and its Subsidiaries, an opinion addressed to the
Managing Agent and each of the Banks and dated the Restatement Effective Date
covering the matters set forth in Exhibit E-1, (ii) from Liebowitz &
Associates, FCC counsel to Holdings and its Subsidiaries, an opinion addressed
to the Managing Agent and each of the Banks and dated the Restatement Effective
Date covering the matters set forth in Exhibit E-2 and (iii) from local counsel
satisfactory to the Managing Agent, opinions each of which shall be in form and
substance reasonably satisfactory to the Managing Agent and the Required Banks
and shall cover the perfection of the security interests granted pursuant to
the Amended and Restated Security Agreements and the Mortgages and such other
matters incident to the transactions contemplated herein as the Managing Agent
may reasonably request.





                                      -35-
<PAGE>   43
              5A.04  Corporate Documents; Proceedings; etc.  (a)  On the
Restatement Effective Date, the Managing Agent shall have received a
certificate, dated the Restatement Effective Date, signed by an Authorized
Officer of each Credit Party, and attested to by the Secretary or any Assistant
Secretary of such Credit Party, all in the form of Exhibit F with appropriate
insertions, together with copies of the Certificate of Incorporation and By-
Laws of such Credit Party, as the case may be, and the resolutions, or such
other administrative approval, of such Credit Party, as the case may be,
referred to in such certificate, and the foregoing shall be reasonably
acceptable to the Managing Agent.

              (b)  On the Restatement Effective Date, all corporate and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Documents shall be
reasonably satisfactory in form and substance to the Managing Agent and the
Required Banks, and the Managing Agent shall have received all information and
copies of all documents and papers, including records of corporate proceedings,
governmental approvals, good standing certificates and bring-down telegrams or
facsimiles, if any, which the Managing Agent reasonably may have requested in
connection therewith, such documents and papers where appropriate to be
certified by proper corporate or governmental authorities.

              5A.05  Shareholders' Agreements; Management Agreements;
Employment Agreements; Tax Sharing Agreements.  On the Restatement Effective
Date, there shall have been delivered to the Managing Agent true and correct
copies, certified as true and complete by an Authorized Officer of Holdings or
its respective Subsidiaries of (i) the Stockholders' Agreement and all other
agreements entered into by Holdings or any of its Subsidiaries governing the
terms and relative rights of its capital stock and any agreements entered into
by shareholders, relating to any such entity with respect to its capital stock
(collectively, the "Shareholders' Agreements"), (ii) all agreements with senior
members of, or with respect to, the management of Holdings or any of its
Subsidiaries (collectively, the "Management Agreements"), (iii) the Dinetz
Employment Contract and (iv) all agreements relating to the sharing of tax
liabilities and benefits among Holdings and/or its Subsidiaries (each a "Tax
Sharing Agreement" and collectively, the "Tax Sharing Agreements"); all of
which Shareholders' Agreements, Management Agreements, Dinetz Employment
Contract and Tax Sharing Agreements, shall be in form and substance reasonably
satisfactory to the Managing Agent and the Required Banks and shall be in full
force and effect on the Restatement Effective Date.

              5A.06  Consummation of the Transaction.    (a)  On or prior to
the Restatement Effective Date:





                                      -36-
<PAGE>   44
              (i)    (x) Holdings shall have received gross cash proceeds of at
       least $100,000,000 from the issuance of Convertible Preferred Stock (the
       "Convertible Preferred Stock Issuance"), (y) Holdings shall have
       contributed the full amount of the net cash proceeds received by it from
       the Convertible Preferred Stock Issuance to the capital of the Borrower
       as a capital contribution and (z) the Borrower shall have utilized the
       full amount of such cash contribution to make payments owing in
       connection with the Transaction prior to utilizing any proceeds of Loans
       for such purpose;

              (ii)   the Borrower shall have received gross cash proceeds of at
       least $200,000,000 from the issuance of Exchangeable Preferred Stock
       (the "Exchangeable Preferred Stock Issuance"), provided that the
       Borrower shall have used the total amount of net proceeds received by it
       from the Exchangeable Preferred Stock Issuance to make payments owing in
       connection with the Transaction before using proceeds of any Loans for
       such purpose;

              (iii)  prior to or concurrently with the initial borrowing of
       Loans on the Restatement Effective Date, the Borrower shall have used
       (or caused to be used) at least $20,000,000 of cash held in escrow by
       Colfax pursuant to that Asset Purchase Agreement, dated as of August 24,
       1996 (the "Colfax Purchase Agreement"), among Holdings, the Borrower and
       Colfax, the full amount of the capital contribution from Holdings
       referred to in clause (i) above and the entire proceeds of the
       Exchangeable Preferred Stock Issuance to make payments owing in
       connection with the purchase by the Borrower of the Colfax Stations,
       pursuant to the Colfax Acquisition Documents (the "Colfax Acquisition");
       and

              (iv)   immediately prior to or after giving effect to the Colfax
       Acquisition, the License Subsidiary shall hold all the FCC Licenses
       (other than the OmniAmerica FCC Licenses) all in accordance with any
       rules of, or consents required by the FCC and on terms and conditions
       reasonably satisfactory to the Managing Agent and the Required Banks.

              (b)  On or prior to the Restatement Effective Date, there shall
have been delivered to the Agents copies of all the Transaction Documents, all
of which shall be certified by an Authorized Officer of Holdings and/or its
Subsidiaries as true and correct and be in full force and effect.  On the
Restatement Effective Date, the Transaction shall have been consummated in
accordance with the Transaction Documents, which shall be reasonably
satisfactory to the Managing Agent, and all applicable laws relating thereto.
All conditions in the Transaction Documents shall have been satisfied, without
waiver or modification (except with the consent of the Managing Agent and the
Required Banks, which consent shall not be unreasonably withheld), and all
covenants





                                      -37-
<PAGE>   45
in the Colfax Purchase Agreement shall have been performed in all material
respects, without waiver or modification (except with the consent of the
Managing Agent and the Required Banks, which consent shall not be unreasonably
withheld), and all representations and warranties contained therein shall be
true and correct in all material respects, without waiver or modification
(except with the consent of the Managing Agent and the Required Banks, which
consent shall not be unreasonably withheld), and all terms and conditions of,
and documentation for, the Colfax Acquisition, the Convertible Preferred Stock
Issuance and the Exchangeable Preferred Stock Issuance (including the New
Junior Exchange Debentures), including, without limitation, amortization,
maturities, interest rates, covenants, defaults, remedies, subordination
provisions and all other terms, shall be reasonably acceptable to the Managing
Agent and the Required Banks.

              (c)  On or prior to the Restatement Effective Date, all necessary
and material governmental (domestic and foreign) and third party approvals in
connection with the Transaction, including, without limitation, approval from
the FCC of the transfers of the Colfax FCC Licenses contemplated by the
Transaction, shall have become final, and the transactions contemplated by the
Credit Documents and otherwise referred to herein or therein, shall have been
obtained and remain in effect, and all applicable waiting periods shall have
expired without any action being taken by any competent authority which
restrains, prevents or imposes, in the judgment of the Managing Agent,
materially adverse conditions upon the consummation of the Transaction and the
transactions contemplated by this Agreement.  Additionally, there shall not
exist any judgment, order, injunction or other restraint issued or filed or a
hearing seeking injunctive relief or other restraint pending or notified
prohibiting or imposing materially adverse conditions upon the consummation of
the Transaction or the transactions contemplated by this Agreement.

              5A.07  Amended and Restated Subsidiary Guaranty.  On the
Restatement Effective Date, each Subsidiary of the Borrower shall have duly
authorized, executed and delivered an Amended and Restated Subsidiary Guaranty
in the form of Exhibit G hereto (as amended, modified, extended, renewed,
replaced, restated or supplemented from time to time, the "Amended and Restated
Subsidiary Guaranty").

              5A.08  Pledge Agreements.  (a)  On the Restatement Effective
Date, Holdings shall have duly authorized, executed and delivered an Amended
and Restated Pledge Agreement in the form of Exhibit H-1 (as amended, modified,
extended, renewed, replaced, restated or supplemented from time to time, the
"Amended and Restated Holdings Pledge Agreement") and shall have delivered to
the Collateral Agent, as Pledgee, all the Pledged Securities referred to
therein then owned by Holdings,





                                      -38-
<PAGE>   46
together with executed and undated stock powers, in the case of capital stock
constituting Pledged Securities.

              (b)  On the Restatement Effective Date, the Borrower shall have
duly authorized, executed and delivered an Amended and Restated Pledge
Agreement in the form of Exhibit H-2 (as amended, modified, extended, renewed,
replaced, restated or supplemented from time to time, the "Amended and Restated
Borrower Pledge Agreement") and shall have delivered to the Collateral Agent,
as Pledgee, all the Pledged Securities referred to therein then owned by the
Borrower, together with executed and undated stock powers in the case of
capital stock constituting Pledged Securities.

              (c)  On the Restatement Effective Date, each Subsidiary of the
Borrower shall have duly authorized, executed and delivered an Amended and
Restated Pledge Agreement in the form of Exhibit H-3 (as amended, modified,
extended, renewed, replaced, restated or supplemented from time to time, the
"Amended and Restated Subsidiary Pledge Agreement") and shall have delivered to
the Collateral Agent, as Pledgee, all the Pledged Securities referred to
therein then owned by such Subsidiary, together with executed and undated stock
powers, in the case of capital stock constituting Pledged Securities.

              5A.09  Amended and Restated Security Agreements.  On the
Restatement Effective Date, (i) Holdings shall have duly authorized, executed
and delivered an Amended and Restated Security Agreement in the form of Exhibit
I-1 (as amended, modified, extended, renewed, replaced, restated or
supplemented from time to time, the "Amended and Restated Holdings Security
Agreement") covering all of Holdings' present and future Security Agreement
Collateral, (ii) the Borrower shall have duly authorized, executed and
delivered an Amended and Restated Security Agreement in the form of Exhibit I-2
(as amended, modified, extended, renewed, replaced, restated or supplemented
from time to time, the "Amended and Restated Borrower Security Agreement")
covering all of the Borrower's present and future Security Agreement
Collateral, (iii) each Subsidiary of the Borrower shall have duly authorized,
executed and delivered an Amended and Restated Security Agreement in the form
of Exhibit I-3 (as amended, modified, extended, renewed, replaced, restated or
supplemented from time to time, the "Amended and Restated Subsidiary Security
Agreement") covering all of such Subsidiaries' present and future Security
Agreement Collateral, (iv) no filings, recordings, registrations or other
actions shall be necessary or desirable to maintain the perfection and priority
of the security interests granted by the original parties to the Amended and
Restated Security Agreements in the Security Agreement Collateral covered
thereby (except to the extent made pursuant to clauses (c) or (d) below), and
(v) in the case of each of the Amended and Restated Security Agreements, the
Managing Agent shall have received:





                                      -39-
<PAGE>   47
              (a)  executed copies of Financing Statements (Form UCC-1) in
       appropriate form for filing under the UCC of each jurisdiction as may be
       necessary to perfect the security interests purported to be created by
       the Amended and Restated Security Agreements;

              (b)  certified copies of Requests for Information or Copies (Form
       UCC-11), or equivalent reports, listing all effective financing
       statements that name Colfax or any Subsidiary of Colfax as debtor and
       that are filed in any jurisdiction where a filing may be necessary or,
       in the opinion of the Collateral Agent, desirable to perfect the
       security interest purported to be created by such Amended and Restated
       Security Agreement, together with copies of such financing statements
       (none of which shall cover the Collateral except to the extent
       evidencing Permitted Liens or in respect of which the Collateral Agent
       shall have received termination statements (Form UCC-3) or such other
       termination statements as shall be required by local law);

              (c)  evidence of the completion of all other recordings and
       filings of, or with respect to, the respective Amended and Restated
       Security Agreement as may be necessary or, in the reasonable opinion of
       the Collateral Agent, desirable to perfect the security interests
       intended to be created by such Amended and Restated Security Agreement;
       and

              (d)  evidence that all other actions necessary or, in the
       reasonable opinion of the Collateral Agent, desirable to perfect and
       protect the security interests purported to be created by the respective
       Amended and Restated Security Agreement have been taken.

              5A.10  Existing Mortgages; Title Insurance; etc.  On the
Restatement Effective Date, the Collateral Agent shall have received:

              (a)  duly authorized, fully executed, acknowledged, and delivered
       deeds of trust, mortgages, leasehold deeds of trust or leasehold
       mortgages substantially in the form of Exhibit J (as amended, modified,
       extended, renewed, replaced, restated or supplemented from time to time,
       each a "Mortgage" and, collectively, the "Mortgages"), which Mortgages
       shall cover such of the Real Property owned or leased by Holdings and/or
       its Subsidiaries and shall be designated as such on Part A of Schedule
       II as a Mortgaged Property thereunder (each, a "Mortgaged Property" and,
       collectively, the "Mortgaged Properties"); provided that the Collateral
       Agent shall not have been required to have received Mortgages with
       respect to those Mortgaged Properties covered by the Existing Mortgages
       (which shall be designated as Existing Mortgaged Properties on Part





                                      -40-
<PAGE>   48
       A of Schedule II), but instead the Collateral Agent shall have received
       a fully executed counterpart of an amendment (the "Mortgage Amendment"),
       in form and substance satisfactory to the Managing Agent, to the
       Existing Mortgages, together with evidence that counterparts of the
       Mortgages and Mortgage Amendments have been delivered to the title
       insurance company insuring the Lien on the Mortgages and Existing
       Mortgages for recording in all places to the extent necessary, or, in
       the reasonable opinion of the Collateral Agent, desirable to effectively
       create or maintain a valid and enforceable first priority mortgage lien
       on the Mortgaged Properties in favor of the Collateral Agent (or such
       other trustee as may be required or desired under local law) for the
       benefit of the Secured Creditors;

              (b)  duly authorized, fully executed, acknowledged, and delivered
       subordination, nondisturbance and attornment agreements, assignments of
       leases, landlord consents, tenant estoppel certificates, and such other
       documents relating to the Mortgages that the Collateral Agent may
       reasonably request;

              (c)  ALTA Lender's extended coverage policies of mortgage title
       insurance (or the equivalent in the state where the respective Mortgaged
       Property is located) covering each Mortgaged Property, together with all
       endorsements reasonably requested by the Collateral Agent relating
       thereto issued by Commonwealth Land Title Company or such other title
       insurers reasonably satisfactory to the Collateral Agent (the "Mortgage
       Policies") in amounts reasonably satisfactory to the Managing Agent (but
       not in excess of the value of the respective Mortgaged Property)
       assuring the Collateral Agent that the Mortgages on such Mortgaged
       Properties are valid and enforceable first priority mortgage liens on
       the respective Mortgaged Properties, free and clear of all defects and
       encumbrances except Permitted Encumbrances and such Mortgage Policies
       shall otherwise be in form and substance reasonably satisfactory to the
       Managing Agent and the Required Banks and shall include, as appropriate,
       an endorsement for future advances under this Agreement and the Notes
       and for any other matter that the Collateral Agent in its reasonable
       discretion may reasonably request, shall not include an exception for
       mechanics' liens, and shall provide for affirmative insurance and such
       reinsurance as the Collateral Agent in its discretion may reasonably
       request; and

              (d)  endorsements of the authorized issuing agent for title
       insurer reasonably satisfactory to the Collateral Agent to each Existing
       Mortgage Policy assuring the Collateral Agent that the Existing
       Mortgages are valid and enforceable first priority mortgage liens on the
       respective Existing Mortgaged





                                      -41-
<PAGE>   49
       Properties, free and clear of all defects and encumbrances except
       Permitted Encumbrances.

              5A.11  Amended and Restated Environmental Indemnity Agreement.
On the Restatement Effective Date, the Collateral Agent shall have received a
duly authorized and fully executed Amended and Restated Environmental Indemnity
Agreement substantially in the form of Exhibit K (as amended, modified,
extended, renewed, replaced, restated or supplemented from time to time, the
"Amended and Restated Environmental Indemnity Agreement") from Holdings and its
Subsidiaries.

              5A.12  Original Credit Agreement; etc.  On the Restatement
Effective Date, (i) each Original Bank shall have surrendered to the Managing
Agent for cancellation the promissory notes issued to it pursuant to the
Original Credit Agreement in respect of its Original Loans, (ii) each
Continuing Bank shall have converted its Original Term Loan and Original
Revolving Loan as contemplated by Sections 1.01(a) and (b), respectively, (iii)
each Original Bank which is not a Continuing Bank shall have received payment
in full of all amounts then due and owing to it under the Original Credit
Agreement, (iv) each Continuing Bank whose Original Loans outstanding on the
Restatement Effective Date exceed the aggregate principal amount of Loans to be
made available by such Continuing Bank on such date shall have received payment
in full of all amounts then due and owing to it as provided in Section
13.18(c), (v) the Borrower shall have paid all interest and fees (including
commitment fees) owing under the Original Credit Agreement through the
Restatement Effective Date, and (vi) the Managing Agent shall have received
evidence in form, scope and substance satisfactory to it that the matters set
forth in this Section 5A.12 have been satisfied on such date.

              5A.13  Adverse Change, etc.  On the Restatement Effective Date,
after giving effect to the Transaction, nothing shall have occurred since
September 30, 1996 which could reasonably be likely to have a material adverse
effect on the rights or remedies of the Managing Agent or the Banks, or on the
ability of the Credit Parties to perform their respective obligations to the
Managing Agent and the Banks or which could reasonably be likely to have a
material adverse effect on the operations, property, assets, liabilities or
condition (financial or otherwise) of Holdings and its Subsidiaries taken as a
whole.

              5A.14  Solvency Letter; Environmental Analyses; Insurance.  On or
before the Restatement Effective Date, the Borrower shall have delivered or
shall cause to be delivered to the Managing Agent (i) a solvency letter in form
and substance satisfactory to the Managing Agent from Murray, Devine & Co.,
Inc., setting forth its conclusions that, after giving effect to the
Transaction (including the OmniAmerica





                                      -42-
<PAGE>   50
Transaction), each of Holdings and its Subsidiaries taken as a whole, and the
Borrower and its Subsidiaries, taken as a whole, is not insolvent and will not
be rendered insolvent by the indebtedness incurred in connection therewith, and
will not be left with unreasonably small capital with which to engage in their
business and will not have incurred debts beyond their ability to pay debts as
they mature, (ii) the Phase I environmental assessments from Dames & Moore,
with respect to certain of the Real Property acquired pursuant to the
Transaction and (iii) evidence of insurance complying with the requirements of
Section 8.03 for the business and properties of Holdings and its Subsidiaries,
in scope, form and substance reasonably satisfactory to the Managing Agent and
the Required Banks and naming the Collateral Agent as an additional insured
and/or loss payee, and stating that such insurance shall not be cancelled or
revised without 30 days' prior written notice by the insurer to the Collateral
Agent.

              5A.15  Pro Forma Balance Sheet; Projections.  (a)  On the
Restatement Effective Date, the Banks shall have received the unaudited
projected pro forma consolidated balance sheets of Holdings and the Borrower
prepared on a consolidated basis based upon the projected balance sheet at the
Restatement Effective Date prepared on a basis consistent with the Projections
and in accordance with the financial statement delivered pursuant to Section
7.05(a), both immediately before and immediately after giving effect to the
Transaction (including the OmniAmerica Transaction), the related financing
thereof and the other transactions contemplated hereby and thereby, which
projected pro forma consolidated balance sheets shall be in form and substance
reasonably satisfactory to the Managing Agent and the Required Banks.

              (b)  On the Restatement Effective Date, the Banks shall have
received the Projections described in Section 7.05(d), which Projections shall
be in form and substance reasonably satisfactory to the Managing Agent and the
Required Banks.

              SECTION 5B.  Conditions Precedent to Credit Events on the
OmniAmerica Borrowing Date.  The obligations of each Bank to make Loans on the
OmniAmerica Borrowing Date, is subject, at the time of such Credit Event, to
the satisfaction of the following conditions:

              5B.01  Officer's Certificate.  On the OmniAmerica Borrowing Date,
the Borrower shall have delivered a certificate of an Authorized Officer of the
Borrower, dated the OmniAmerica Borrowing Date, to the effect that, to the best
of such officer's knowledge, no Default or Event of Default has occurred and is
continuing (or would result from the consummation of the OmniAmerica
Transaction) or, if any Default or Event of Default has occurred, is continuing
or will occur as a result of the consummation of the OmniAmerica Transaction,
such certificate shall specify the nature and the extent thereof.  Such
certificate shall also indicate that (x) all of the conditions in





                                      -43-
<PAGE>   51
Sections 5B.03, 5B.04, 5B.05 and 5B.08 have been satisfied on such date and (y)
all representations and warranties contained herein or in any other Credit
Document are true and correct in all material respects with the same effect as
if those representations and warranties had been made on the OmniAmerica
Borrowing Date.

              5B.02  Opinions of Counsel.  On the OmniAmerica Borrowing Date,
the Managing Agent shall have received (i) from Weil, Gotshal & Manges LLP,
special counsel to Holdings and its Subsidiaries, an opinion addressed to the
Agents and each of the Banks and dated the OmniAmerica Borrowing Date in form
and substance reasonably satisfactory to the Agents, (ii) from Liebowitz &
Associates, FCC counsel to Holdings and its Subsidiaries, an opinion addressed
to the Agents and each of the Banks and dated the OmniAmerica Borrowing Date in
form and substance reasonably satisfactory to the Agents and (iii) from local
counsel satisfactory to the Agents, opinions each of which shall be in form and
substance reasonably satisfactory to the Agents and shall cover the perfection
of the security interests granted pursuant to the Amended and Restated Security
Agreements and the Mortgages and such other matters incident to the
transactions contemplated herein as the Agents may reasonably request.

              5B.03  Detroit Disposition.  (a)  On or prior to the date of the
consummation of the Detroit Disposition (the "Detroit Disposition Date"),
Shamrock shall have assigned its rights in the Detroit Purchase Agreement to a
"qualified intermediary" within the meaning of Treasury Regulations Section
1.1031(k)-1(g)(4) such that approximately $30,000,000 of cash proceeds (subject
to a purchase price adjustment, or an amount deposited into an escrow account,
not to exceed $1,000,000) from the Detroit Disposition will be deposited into
an escrow account pursuant to an escrow agreement (the "Escrow Agreement") in
form and substance reasonably satisfactory to the Managing Agent.

              (b)  On or prior to the Detroit Disposition Date, there shall
have been delivered to the Agents true and correct copies of all Detroit
Disposition Documents, and all of the terms and conditions of the Detroit
Disposition Documents shall be in form and substance reasonably satisfactory to
the Managing Agent.  The Detroit Disposition shall have been consummated
substantially in accordance with the Detroit Disposition Documents and all
applicable laws relating thereto.  All conditions in the Detroit Disposition
Documents shall have been satisfied, without waiver or material modification,
and all covenants in the Detroit Purchase Agreement shall have been performed
in all material respects, without waiver or modification, and all
representations and warranties contained therein shall be true and correct in
all material respects, without waiver or modification (except with the consent
of the Agents, which consent shall not be unreasonably withheld).





                                      -44-
<PAGE>   52
              (c)  On or prior to the Detroit Disposition Date, all necessary
and material governmental (domestic and foreign) and third party approvals in
connection with the Detroit Disposition, including, without limitation,
approval from the FCC of the transfer of the FCC Licenses contemplated by the
Detroit Disposition, shall have become final, and the transactions contemplated
by the Detroit Disposition Documents and otherwise referred to herein or
therein, shall have been obtained and remain in effect, and all applicable
waiting periods shall have expired without any action being taken by any
competent authority which restrains, prevents or imposes, in the judgment of
the Managing Agent, materially adverse conditions upon the consummation of the
Detroit Disposition and the transactions contemplated by this Agreement.
Additionally, there shall not exist any judgment, order, injunction or other
restraint issued or filed or a hearing seeking injunctive relief or other
restraint pending or notified prohibiting or imposing materially adverse
conditions upon the consummation of the Detroit Disposition and the
transactions contemplated by this Agreement.

              5B.04  Consummation of the OmniAmerica Transactions.  (a) On or
prior to the OmniAmerica Borrowing Date, Holdings shall have issued Holdings
Class A Common Stock to OmniAmerica, upon terms and conditions and pursuant to
documentation reasonably acceptable to the Agents, in an amount not to exceed
$15,000,000 (the "OmniAmerica Equity Issuance") in connection with the
OmniAmerica Acquisition.

              (b)  On or prior to the OmniAmerica Borrowing Date, Shamrock
shall have used approximately $30,000,000 of cash (subject to a purchase price
adjustment, or an amount deposited into an escrow account, not to exceed
$1,000,000) held in escrow pursuant to the Escrow Agreement to make payments
owing in connection with the OmniAmerica Transaction before proceeds of any
Loans are used for such purpose.

              (c)  On or prior to the OmniAmerica Borrowing Date, there shall
have been delivered to the Agents copies of all OmniAmerica Transaction
Documents, all of which shall be certified by an Authorized Officer of Holdings
and/or its Subsidiaries as true and correct and be in full force and effect.
On the OmniAmerica Borrowing Date, the OmniAmerica Transaction shall have been
consummated in accordance with the OmniAmerica Transaction Documents, which
shall be reasonably satisfactory to the Managing Agent, and all applicable laws
relating thereto.  All conditions in the OmniAmerica Transaction Documents
shall have been satisfied, without waiver or modification, and all covenants in
the OmniAmerica Purchase Agreement shall have been performed in all material
respects, without waiver or modification, and all representations and
warranties contained therein shall be true and correct in all material
respects, without waiver or modification (except with the consent of the
Agents, which consent shall not be unreasonably withheld), and all terms and
conditions of, and documentation for, the OmniAmerica Acquisition and the
OmniAmerica Equity





                                      -45-
<PAGE>   53
Issuance, including, without limitation, amortization, maturities, interest
rates, covenants, defaults, remedies, subordination provisions and all other
terms, shall be reasonably acceptable to the Agents.

              5B.05  Approvals.  On or prior to the OmniAmerica Borrowing Date,
all necessary and material governmental (domestic and foreign) and third party
approvals in connection with the OmniAmerica Transaction, including, without
limitation, approval from the FCC of the transfers of the FCC Licenses
contemplated by the OmniAmerica Transaction (the "OmniAmerica FCC Licenses"),
shall have become final, and the transactions contemplated by the OmniAmerica
Transaction Documents and otherwise referred to herein or therein, shall have
been obtained and remain in effect, and all applicable waiting periods shall
have expired without any action being taken by any competent authority which
restrains, prevents or imposes, in the judgment of the Managing Agent,
materially adverse conditions upon the consummation of the OmniAmerica
Transaction and the transactions contemplated by this Agreement.  Additionally,
there shall not exist any judgment, order, injunction or other restraint issued
or filed or a hearing seeking injunctive relief or other restraint pending or
notified prohibiting or imposing materially adverse conditions upon the
consummation of the OmniAmerica Transaction or the transactions contemplated by
this Agreement.

              5B.06  Security Interests.  On the OmniAmerica Borrowing Date,
the Managing Agent shall have received:

              (a)  executed copies of Financing Statements (Form UCC-1) in
       appropriate form for filing under the UCC of each jurisdiction as may be
       necessary to perfect the security interests purported to be created by
       the Amended and Restated Security Agreements;

              (b)  certified copies of Requests for Information or Copies (Form
       UCC-11), or equivalent reports, listing all effective financing
       statements that name OmniAmerica or any Subsidiary of OmniAmerica as
       debtor and that are filed in any jurisdiction where a filing may be
       necessary or, in the opinion of the Collateral Agent, desirable to
       perfect the security interest purported to be created by such Amended
       and Restated Security Agreement, together with copies of such financing
       statements (none of which shall cover the Collateral except to the
       extent evidencing Permitted Liens or in respect of which the Collateral
       Agent shall have received termination statements (Form UCC-3) or such
       other termination statements as shall be required by local law);





                                      -46-
<PAGE>   54
              (c)  evidence of the completion of all other recordings and
       filings of, or with respect to, the respective Amended and Restated
       Security Agreement as may be necessary or, in the reasonable opinion of
       the Collateral Agent, desirable to perfect the security interests
       intended to be created by such Amended and Restated Security Agreement;
       and

              (d)  evidence that all other actions necessary or, in the
       reasonable opinion of the Collateral Agent, desirable to perfect and
       protect the security interests purported to be created by the respective
       Amended and Restated Security Agreement have been taken.

              5B.07  Environmental Assessments; Insurance.  On or before the
OmniAmerica Borrowing Date, the Borrower shall have delivered or shall cause to
be delivered to the Managing Agent (i) the Phase I environmental assessments
from Dames & Moore, with respect to the Real Property acquired and (ii)
evidence of insurance complying with the requirements of Section 8.03 for the
business and properties of Holdings and its Subsidiaries, in scope, form and
substance reasonably satisfactory to the Agents and naming the Collateral Agent
as an additional insured and/or loss payee, and stating that such insurance
shall not be cancelled or revised without 30 days' prior written notice by the
insurer to the Collateral Agent.

              5B.08  Fees, etc.  On the OmniAmerica Borrowing Date, the
Borrower shall have paid to the Managing Agent and the Banks all costs, fees
and expenses (including, without limitation, legal fees and expenses) payable
to the Managing Agent and the Banks to the extent then due.

              5B.09  OmniAmerica FCC Licenses.  Chancellor Broadcasting
Licensee and/or Shamrock shall hold all the OmniAmerica FCC Licenses, all in
accordance with the rules of, or consents required by, the FCC, and on terms
and conditions reasonably satisfactory to the Managing Agent.  Schedule III
hereto shall be deemed to be amended to reflect that Chancellor Broadcasting
Licensee and/or Shamrock holds the OmniAmerica FCC Licenses after giving effect
to such transfer, assignment or acquisition, and the Borrower will promptly
deliver to each Bank a copy of such amended Schedule III, together with true
and complete copies of the OmniAmerica FCC Licenses held by, and assigned to,
Chancellor Broadcasting Licensee and/or Shamrock on the OmniAmerica FCC
Licenses so acquired, as the case may be.

              SECTION 6.  Conditions Precedent to All Credit Events.  The
obligation of each Bank to make Loans and participate in Letters of Credit
(including Loans made and Letters of Credit issued on the Restatement Effective
Date), and the obligation of any Issuing Bank to issue any Letter of Credit
(including any Letter of Credit issued





                                      -47-
<PAGE>   55
on the Restatement Effective Date), is subject, at the time of each such Credit
Event (except as hereinafter indicated), to the satisfaction of the following
conditions:

              6.01  No Default; Representations and Warranties.  At the time of
each such Credit Event and also after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and
warranties contained herein or in any other Credit Document shall be true and
correct in all material respects with the same effect as though such
representations and warranties had been made on the date of the making of such
Credit Event (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified date).

              6.02  Notice of Borrowing; Letter of Credit Request.  (a)  Prior
to the making of each Loan, the Managing Agent shall have received the notice
required by Section 1.03.

              (b)  Prior to the issuance of each Letter of Credit, the Managing
Agent and the respective Issuing Bank shall have received a Letter of Credit
Request meeting the requirements of Section 2.02.

              The acceptance of the benefit of each Credit Event shall
constitute a representation and warranty by Holdings and the Borrower to the
Managing Agent and each of the Banks that all the conditions specified in
Section 5 and in this Section 6 and applicable to such Credit Event exist as of
that time (except to the extent that any of the conditions specified in Section
5 are required to be satisfactory to or determined by any Bank, the Required
Banks and/or the Managing Agent).  All of the Notes, certificates, legal
opinions and other documents and papers referred to in Section 5 and in this
Section 6, unless otherwise specified, shall be delivered to the Managing Agent
at the Notice Office for the account of each of the Banks and, except for the
Notes, in sufficient counterparts or copies for each of the Banks and shall be
in form and substance reasonably satisfactory to the Banks.

              Notwithstanding anything to the contrary contained above or in
Section 13.10, if the Restatement Effective Date does not occur on or prior to
February 28, 1997, then it shall not thereafter occur (unless the Required
Banks agree in writing to an extension of such date), and this Agreement shall
cease to be of any force or effect and the Original Credit Agreement shall
continue to be effective, as the same may have been, or may thereafter be,
amended, modified or supplemented from time to time.

              SECTION 7.  Representations, Warranties and Agreements.  In order
to induce the Banks to enter into this Agreement and to make the Loans, and
issue (or





                                      -48-
<PAGE>   56
participate in) the Letters of Credit as provided herein, each of Holdings and
the Borrower makes the following representations, warranties and agreements, in
each case after giving effect to the Transaction, all of which shall survive
the execution and delivery of this Agreement and the Notes and the making of
the Loans and the issuance of the Letters of Credit, with the occurrence of
each Credit Event on or after the Restatement Effective Date being deemed to
constitute a representation and warranty that the matters specified in this
Section 7 are true and correct on and as of the Restatement Effective Date and
in all material respects on the date of each such Credit Event (it being
understood and agreed that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all
material respects only as of such specified date).

              7.01  Corporate Status.  Holdings, the Borrower and each of their
respective Subsidiaries (i) is a duly organized and validly existing
corporation in good standing under the laws of the jurisdiction of its
organization, (ii) has the corporate power and authority to own its property
and assets and to transact the business in which it is engaged and presently
proposes to engage and (iii) is duly qualified to do business and is in good
standing in each jurisdiction where the conduct of its business requires such
qualifications except for failures to be so qualified which, individually or in
the aggregate, could not reasonably be expected to have a material adverse
effect on the business, operations, property, assets, liabilities, condition
(financial or otherwise) or prospects of the Borrower or of Holdings and its
Subsidiaries taken as a whole.

              7.02  Corporate Power and Authority.  Each Credit Party has the
corporate power and authority to execute, deliver and perform the terms and
provisions of each of the Documents to which it is party and has taken all
necessary corporate action, as the case may be, to authorize the execution,
delivery and performance by it of each of such Documents.  Each Credit Party
has duly executed and delivered each of the Documents to which it is party, and
each of such Documents constitutes such Credit Party's legal, valid and binding
obligation enforceable in accordance with its terms, except to the extent that
the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors'
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law).

              7.03  No Violation.  Neither the execution, delivery or
performance by any Credit Party of the Documents to which it is a party, nor
compliance by it with the terms and provisions thereof, (i) will contravene any
provision of any applicable law, statute, rule or regulation or any applicable
order, writ, injunction or decree of any court or governmental instrumentality,
(ii) will conflict with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under,





                                      -49-
<PAGE>   57
or result in the creation or imposition of (or the obligation to create or
impose) any Lien (except pursuant to the Security Documents) upon any of the
material properties or assets of Holdings, the Borrower or any of their
respective Subsidiaries pursuant to the terms of any indenture, mortgage, deed
of trust, credit agreement or loan agreement, or any other material agreement,
contract or instrument, to which Holdings, the Borrower or any of their
respective Subsidiaries is a party or by which it or any of its property or
assets is bound or to which it may be subject or (iii) will violate any
provision of the Certificate of Incorporation or By-Laws of Holdings, or any of
its Subsidiaries.

              7.04  Governmental Approvals.  No order, consent, approval,
license, authorization or validation of, or filing, recording or registration
with (except as have been obtained or made prior to each of the Restatement
Effective Date and the OmniAmerica Borrowing Date), or exemption by, any
governmental or public body or authority, or any subdivision thereof, is
required to authorize, or is required in connection with, (i) the execution,
delivery and performance of any Document or (ii) the legality, validity,
binding effect or enforceability of any such Document, except, in the case of
any failure to obtain (other than obtaining a final order approving the
transfer, simultaneously or prior to the closing of the Colfax Acquisition and
the OmniAmerica Acquisition, respectively, of either (x) the Colfax FCC
Licenses or (y) the OmniAmerica FCC Licenses) where such failure to so obtain
would not have a material adverse effect on (x) the business, operations,
property, assets, liabilities, condition (financial or otherwise) or prospects
of the Borrower or Holdings and its Subsidiaries taken as a whole or (y) the
ability of the Credit Parties to perform their obligations under the Credit
Documents or the rights and remedies of the Managing Agent and the Banks
thereunder; provided, however, that:  (a) the License Subsidiary and the
Borrower will be required to notify the FCC of the consummation of the Colfax
Acquisition and the OmniAmerica Acquisition and file ownership reports with the
FCC in connection with such consummations; (b) subsequent to the date of
execution of the Credit Documents, copies of certain of the Credit Documents
are required to be filed with the FCC; (c) the License Subsidiary will be
required from time to time to obtain certain authorizations of, or to make
certain filings with, the FCC that are required in connection with the ordinary
course of business of the License Subsidiary and the Borrower; (d) under the
Communications Act and the FCC rules, FCC approval is required prior to the
transfer of control of the License Subsidiary, the Borrower or Holdings or the
assignment of any of the FCC Licenses or prior to the exercise of any voting
rights or management authority over the License Subsidiary, the Borrower or
Holdings; and (e) prior to the exercise of certain rights or remedies under the
Security Documents by the Managing Agent or the Banks, or their respective
successors and assigns, FCC consents and notifications with respect to such
exercise may be required to be timely obtained or made.





                                      -50-
<PAGE>   58
              7.05  Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections; etc.  (a)  The balance sheets, statements of
operations, statements of stockholders' equity, statements of changes in
stockholders' equity, statements of changes in group deficiency, statements of
operations and division equity, statements of assets and liabilities,
statements of operating revenues and expenses, statements of changes in net
assets, statements of changes in group investment (deficiency) and statements
of cash flows of Holdings and its Subsidiaries as set forth in the Borrower's
12% Exchangeable Preferred Stock Offering Memorandum, dated January 17, 1997,
furnished to the Banks prior to the Restatement Effective Date fairly present
the financial condition and operations of the Stations at and for the periods
indicated.  All such financial statements are true and correct in all material
respects and have been prepared in accordance with GAAP, consistently applied.
After giving effect to the Transaction, since September 30, 1996, there has
been no material adverse change in the business, operations, property, assets,
liabilities, condition (financial or otherwise) or prospects of the Borrower or
of Holdings and its Subsidiaries taken as a whole.

              (b)  On and as of each of the Restatement Effective Date and the
OmniAmerica Borrowing Date, after giving effect to the Transaction and to all
Indebtedness incurred, and to be incurred, and Liens created, and to be
created, by Holdings and its Subsidiaries in connection therewith, (a) the sum
of the assets, at a fair valuation, of each of Holdings and its Subsidiaries,
and the Borrower and its Subsidiaries, will exceed their debts; (b) each of
Holdings and its Subsidiaries, and the Borrower and its Subsidiaries, has not
incurred and does not intend to incur, and does not believe that they will
incur, debts beyond their ability to pay such debts as such debts mature; and
(c) each of Holdings and its Subsidiaries, and the Borrower and its
Subsidiaries, will have sufficient capital with which to conduct their
businesses.  For purposes of this Section 7.05(b), "debt" means any liability
on a claim, and "claim" means (i) right to payment, whether or not such a right
is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or
(ii) 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.

              (c)  Except as fully disclosed in the financial statements
delivered pursuant to Section 7.05(a), there were as of the Restatement
Effective Date no liabilities or obligations with respect to Holdings or any of
its Subsidiaries of any nature whatsoever (whether absolute, accrued,
contingent or otherwise and whether or not due) which, either individually or
in aggregate, would be material to the Borrower or to Holdings and its
Subsidiaries taken as a whole.  As of the Restatement Effective Date, neither
Holdings nor the Borrower knows of any basis for the assertion against it of
any





                                      -51-
<PAGE>   59
liability or obligation of any nature whatsoever that is not fully disclosed in
the financial statements delivered pursuant to Section 7.05(a) which, either
individually or in the aggregate, could be material to Holdings and its
Subsidiaries or the Borrower.

              (d)  On and as of the Restatement Effective Date, the financial
projections dated as of November 26, 1996 (the "Projections") previously
delivered to the Managing Agent and the Banks have been prepared on a basis
consistent with the financial statements referred to in Section 7.05(a) (other
than as set forth or presented in such Projections), and there are no
statements or conclusions in any of the Projections which are based upon or
include information known to the Borrower to be misleading in any material
respect or which fail to take into account material information regarding the
matters reported therein.  On the Restatement Effective Date, the Borrower
believed that the Projections were reasonable and attainable, but the Banks
acknowledge that actual results may vary from the Projections and such
variations may be significant.

              7.06  Litigation.  There are no actions, suits or proceedings
pending or, to the best knowledge of Holdings and the Borrower, threatened (i)
with respect to any Document or (ii) that could reasonably be expected to
materially and adversely affect the business, operations, property, assets,
liabilities, condition (financial or otherwise) or prospects of the Borrower or
of Holdings and its Subsidiaries taken as a whole.

              7.07  True and Complete Disclosure.  All factual information
(taken as a whole) furnished by or on behalf of Holdings or the Borrower in
writing to the Managing Agent or any Bank (including, without limitation, all
information contained in the Documents, but excluding the Projections) for
purposes of or in connection with this Agreement, the other Credit Documents or
any transaction contemplated herein or therein is, and all other such factual
information (taken as a whole) hereafter furnished by or on behalf of the
Borrower in writing to the Managing Agent or any Bank will be, true and
accurate in all material respects on the date as of which such information is
dated or certified and not incomplete by omitting to state any fact necessary
to make such information (taken as a whole) not misleading in any material
respect at such time in light of the circumstances under which such information
was provided.

              7.08  Use of Proceeds; Margin Regulations.  (a)  The proceeds of
the Term Loans shall be used by the Borrower (1) on the Restatement Effective
Date, (i) to finance, in part, the Colfax Acquisition, (ii) to refinance
certain Existing Indebtedness and (iii) to pay fees and expenses related to the
Transaction and (2) on the OmniAmerica Borrowing Date, (i) to finance, in part,
the OmniAmerica Acquisition and (ii) to pay fees and expenses related to the
OmniAmerica Transaction.





                                      -52-
<PAGE>   60
              (b)  The proceeds of Revolving Loans shall be used by the
Borrower (1) on the Restatement Effective Date, (i) to finance, in part, the
Colfax Acquisition and (ii) to pay fees and expenses related to the
Transaction, (2) on the OmniAmerica Borrowing Date, (i) to finance, in part,
the OmniAmerica Transaction and (ii) to pay fees and expenses related thereto,
(3) in an amount up to $200,000,000 for the purposes set forth in Section
9.02(xiv) and (4) otherwise, for the Borrower's and its Subsidiaries' working
capital and general corporate purposes.

              (c)  No part of the proceeds of any Loan will be used to purchase
or carry any Margin Stock or to extend credit for the purpose of purchasing or
carrying any Margin Stock.  Neither the making of any Loan nor the use of the
proceeds thereof will violate or be inconsistent with the provisions of
Regulation G, T, U or X of the Board of Governors of the Federal Reserve
System.

              7.09  Tax Returns and Payments.  Each of Holdings, the Borrower
and each of their Subsidiaries have timely filed or caused to be timely filed,
on the due dates thereof or within applicable grace periods, with the
appropriate taxing authority, all Federal and all material state returns,
statements, forms and reports for taxes (the "Returns") required to be filed by
or with respect to the income, properties or operations of Holdings and/or any
of its Subsidiaries.  The Returns accurately reflect in all material respects
all liability for taxes of Holdings, the Borrower and their respective
Subsidiaries, as the case may be, for the periods covered thereby.  Each of
Holdings, the Borrower and their respective Subsidiaries have paid all material
taxes payable by them other than taxes which are not delinquent, and other than
those contested in good faith and for which adequate reserves have been
established in accordance with GAAP.  Except as disclosed in the financial
statements referred to in Section 7.05(a), there is no material action, suit,
proceeding, investigation, audit, or claim now pending or, to the best
knowledge of Holdings or the Borrower, threatened by any authority regarding
any taxes relating to Holdings, the Borrower or any of their respective
Subsidiaries.  As of the Restatement Effective Date, none of Holdings, the
Borrower nor any of their respective Subsidiaries has entered into an agreement
or waiver or been requested to enter into an agreement or waiver extending any
statute of limitations relating to the payment or collection of taxes of
Holdings, the Borrower or any of their respective Subsidiaries, or is aware of
any circumstances that would cause the taxable years or other taxable periods
of Holdings, the Borrower or any of their respective Subsidiaries not to be
subject to the normally applicable statute of limitations.  None of Holdings,
the Borrower nor any of their respective Subsidiaries has incurred, or will
incur, any material tax liability in connection with the Transaction, the
OmniAmerica Transaction and the other transactions contemplated hereby.





                                      -53-
<PAGE>   61
              7.10  Compliance with ERISA.  Each Plan is in substantial
compliance with ERISA and the Code; no Reportable Event has occurred with
respect to a Plan; no Plan is insolvent or in reorganization; no Plan has an
Unfunded Current Liability; no Plan has an accumulated or waived funding
deficiency, has permitted decreases in its funding standard account or has
applied for an extension of any amortization period within the meaning of
Section 412 of the Code; all contributions required to be made with respect to
a Plan have been timely made; none of Holdings, the Borrower nor any of their
respective Subsidiaries nor any ERISA Affiliate has incurred any material
liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1),
515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29),
4971, 4975 or 4980 of the Code or reasonably expects to incur any material
liability under any of the foregoing Sections with respect to any Plan; no
proceedings have been instituted to terminate or appoint a trustee to
administer any Plan; no condition exists which presents a material risk to
Holdings, the Borrower or any of their respective Subsidiaries or any ERISA
Affiliate of incurring a material liability to or on account of a Plan pursuant
to the foregoing provisions of ERISA and the Code; using actuarial assumptions
and computation methods consistent with Part 1 of subtitle E of Title IV of
ERISA, the aggregate liabilities of Holdings, the Borrower, their respective
Subsidiaries and their ERISA Affiliates to all Plans which are multiemployer
plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete
withdrawal therefrom, as of the close of the most recent fiscal year of each
such Plan ended prior to the date of the most recent Credit Event, would not
exceed $50,000; no lien imposed under the Code or ERISA on the assets of
Holdings, the Borrower or any of their respective Subsidiaries or any ERISA
Affiliate exists or is reasonably likely to arise on account of any Plan; and
Holdings, the Borrower and their respective Subsidiaries do not maintain or
contribute to any employee welfare benefit plan (as defined in Section 3(1) of
ERISA) which provides benefits to retired employees or other former employees
(other than as required by Section 601 of ERISA) or any employee pension
benefit plan (as defined in Section 3(2) of ERISA) the obligations with respect
to which could reasonably be expected to have a material adverse effect on the
ability of Holdings, the Borrower or any of its Subsidiaries to perform their
respective obligations under the Credit Documents to which they are a party.

              7.11  The Security Documents.  (a)  The provisions of the Amended
and Restated Security Agreements are effective to create in favor of the
Collateral Agent for the benefit of the Secured Creditors a legal, valid and
enforceable security interest in all right, title and interest of the Credit
Parties in the Security Agreement Collateral described therein, and the Amended
and Restated Security Agreements, upon the filing of Form UCC-1 financing
statements or the appropriate equivalent (which filing, if this representation
is being made more than 10 days after the Restatement Effective Date, has been
made), create a fully perfected first lien on, and security interest in, all
right,





                                      -54-
<PAGE>   62
title and interest in all of the Security Agreement Collateral described
therein, subject to no other Liens other than Permitted Liens.  Each of the
Credit Parties party to an Amended and Restated Security Agreement has good and
indefeasible title to all Security Agreement Collateral described therein, free
and clear of all Liens except those described above in this clause (a).

              (b)  The security interests created in favor of the Collateral
Agent, as Pledgee, for the benefit of the Secured Creditors under the Amended
and Restated Pledge Agreements constitute first priority perfected security
interests in the Pledged Securities described in the Amended and Restated
Pledge Agreements, subject to no security interests of any other Person.  No
filings or recordings are required in order to perfect (or maintain the
perfection or priority of) the security interests created in the Pledged
Securities and the proceeds thereof under the Amended and Restated Pledge
Agreements.

              (c)  The Mortgages create, as security for the obligations
purported to be secured thereby, a valid and enforceable perfected security
interest in and mortgage lien on all of the Mortgaged Properties in favor of
the Collateral Agent (or such other trustee as may be required or desired under
local law) for the benefit of the Secured Creditors, superior to and prior to
the rights of all third persons (except that the security interest and mortgage
lien created in the Mortgaged Properties may be subject to the Permitted
Encumbrances related thereto) and subject to no other Liens (other than Liens
permitted under Section 9.01).  Part A and B of Schedule II contain a true and
complete list of each parcel of Real Property owned or leased by Holdings, the
Borrower and their respective Subsidiaries on the Restatement Effective Date,
and the type of interest therein held by Holdings, the Borrower or such
Subsidiary.  Holdings, the Borrower and each of their respective Subsidiaries
have good and indefeasible title to all Mortgaged Properties free and clear of
all Liens except those described in the first sentence of this subsection (c).

              7.12  Representations and Warranties in Documents.  All
representations and warranties set forth in the other Documents were true and
correct in all material respects at the time as of which such representations
and warranties were made (or deemed made).  Notwithstanding anything to the
contrary contained in the immediately preceding sentence, it shall not be a
misrepresentation pursuant to this Section 7.12 if a representation or warranty
made by a Person other than a Credit Party pursuant to a Document (other than a
Credit Document) is not true and correct in all material respects, but only if
(A)(i) the damages to Holdings and its Subsidiaries as a result of the
incorrectness of such representation or warranty are fully covered to the
extent in excess of $2,500,000 by (x) the escrow of cash or Cash Equivalents
pursuant to an escrow arrangement established for the benefit of Holdings and
its Subsidiaries or (y)





                                      -55-
<PAGE>   63
a guaranty or indemnity issued by a solvent guarantor or indemnitor (with such
solvency to be determined after giving effect to the required guaranty or
indemnity in respect of the incorrectness of such representations and
warranties) and (ii) Holdings or the Borrower, as the case may be, is
proceeding in good faith to collect the amounts owing pursuant to the
respective escrow arrangement, guaranty or indemnity as a result of the
incorrectness of the respective representation or warranty (which action shall
be required to include, at such time, if any, as the respective escrow monies
are not made available in accordance with the terms of the respective escrow
arrangement or the respective guarantor or indemnitor has resisted requests for
payment, contesting in good faith and by appropriate proceedings the amounts
owing to Holdings and its Subsidiaries) or (B)(i) the period of time expressly
provided in such Document for the survival of such representation or warranty
has expired, (ii) such representation or warranty is made by a Person other
than a Credit Party and (iii) the damages resulting from the incorrectness of
such representation or warranty could not reasonably be expected to have a
material adverse effect on the business, operations, property, assets,
liabilities, condition (financed or otherwise) or prospects of the Borrower or
Holdings and its Subsidiaries taken as a whole.

              7.13  Properties.  Holdings, the Borrower and each of their
respective Subsidiaries have good and indefeasible title to all properties (or
a valid leasehold estate with respect to leased properties) owned by them after
giving effect to the Transaction in accordance with the Documents, including
all property reflected in the balance sheet of the Borrower referred to in
Section 7.05(a) and in the pro forma balance sheet referred to in Section 5.15,
free and clear of all Liens, other than (i) as referred to in the balance sheet
or in the notes thereto or in the pro forma balance sheet or (ii) Permitted
Liens.

              7.14  Capitalization.  (a)  On the Restatement Effective Date and
after giving effect to the Transaction and the other transactions contemplated
hereby, the authorized capital stock of Holdings shall consist of (i)
40,000,000 shares of Class A Common Stock, $.01 par value per share ("Holdings
Class A Common Stock"), of which 9,937,320 shares shall be issued and
outstanding, (ii) 10,000,000 shares of Class B Common Stock ("Holdings Class B
Common Stock"), $.01 par value per share, 8,484,410 shares of which shall be
issued and outstanding, (iii) 10,000,000 shares of Class C Common Stock, $.01
par value per share ("Holdings Class C Common Stock"), none of which are
outstanding and (iv) 10,000,000 shares of preferred stock, $.01 par value per
share, 2,300,000 shares of which shall be designated Convertible Preferred
Stock, of which 2,000,000 shares shall be issued and outstanding.  All such
outstanding shares have been duly and validly issued, are fully paid and non-
assessable and have been issued free of preemptive rights.  As of the
Restatement Effective Date, Holdings does not have outstanding any securities
convertible into or exchangeable for





                                      -56-
<PAGE>   64
its capital stock or outstanding any rights to subscribe for or to purchase, or
any options for the purchase of, or any agreement providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its capital stock, in each case other than (x) the
options outstanding or to be issued pursuant to the Dinetz Employment Contract,
the Employee Stock Option Plan or the agreements granting certain options to
purchase Holdings Class A Common Stock to Ms. Matrice Ellis-Kirk, Mr. Marvin
Dinetz, Mr. Eric W. Neumann, Mr. Jeffrey A. Marcus and Mr. John H. Massey. and
(y) the Convertible Preferred Stock.

              (b)  On the Restatement Effective Date and after giving effect to
the Transaction and the other transactions contemplated hereby, the authorized
capital stock of the Borrower shall consist of (x) 1,000 shares of common
stock, $.01 par value per share, all of which shall be issued and outstanding,
and (y) 10,000,000 shares of preferred stock, $.01 par value per share, (i)
1,000,000 shares of which are designated Series A Exchangeable Preferred Stock,
all of which shall be issued and outstanding, (ii) 1,000,000 shares of which
are designated 12 1/4% Senior Cumulative Preferred Stock, none of which shall
be issued and outstanding, and (iii) 3,600,000 shares of which are designated
Exchangeable Preferred Stock, of which 2,000,000 shares shall be issued and
outstanding.  All such outstanding shares have been duly and validly issued,
are fully paid and nonassessable, are free of preemptive rights and, in the
case of all such outstanding shares of common stock, have been pledged pursuant
to the Holdings Pledge Agreement.  As of the Restatement Effective Date, the
Borrower does not have outstanding any securities convertible into or
exchangeable for its capital stock or 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, other than the Series A
Exchangeable Preferred Stock and the Exchangeable Preferred Stock.

              7.15  Subsidiaries.  After giving effect to the Transaction, as
of the Restatement Effective Date, Holdings will have no direct or indirect
Subsidiaries other than the Borrower, Chancellor Broadcasting Licensee,
Trefoil, Shamrock, Shamrock Radio, Shamrock Broadcasting of Texas, Inc., a
Texas corporation, Shamrock Broadcasting Licenses and Radio 100 L.L.C., a
Delaware limited liability company.

              7.16  Compliance with Statutes, etc.  Except for matters relating
to the compliance by Holdings and its Subsidiaries with Environmental Laws,
which matters are governed by the Amended and Restated Environmental Indemnity
Agreement, each of Holdings and its Subsidiaries is in compliance with all
applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property, except such
noncompliances as could not, individually or in the aggregate,





                                      -57-
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reasonably be expected to have a material adverse effect on the business,
operations, property, assets, liabilities, condition (financial or otherwise)
or prospects of the Borrower or of Holdings and its Subsidiaries taken as a
whole.

              7.17  Investment Company Act.  None of Holdings, the Borrower nor
any of their respective Subsidiaries is an "investment company" or a company
"controlled" by an "investment company," within the meaning of the Investment
Company Act of 1940, as amended.

              7.18  Public Utility Holding Company Act.  None of Holdings, the
Borrower nor any of their respective Subsidiaries 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.

              7.19  Labor Relations.  None of Holdings, the Borrower nor any of
their respective Subsidiaries is engaged in any unfair labor practice that
could reasonably be expected to have a material adverse effect on the Borrower
or on Holdings and its Subsidiaries taken as a whole.  There is (i) no unfair
labor practice complaint pending against Holdings or any of its Subsidiaries
or, to the best knowledge of Holdings or the Borrower, threatened against any
of them, before the National Labor Relations Board, and no significant
grievance or significant arbitration proceeding arising out of or under any
collective bargaining agreement is so pending against Holdings or any of its
Subsidiaries or, to the best knowledge of Holdings or the Borrower, threatened
against any of them, (ii) no strike, labor dispute, slowdown or stoppage
pending against Holdings or any of its Subsidiaries or, to the best knowledge
of Holdings and the Borrower, threatened against Holdings or any of its
Subsidiaries and (iii) to the best knowledge of Holdings and the Borrower, no
union representation question existing with respect to the employees of
Holdings or any of its Subsidiaries, except (with respect to any matter
specified in clause (i), (ii) or (iii) above, either individually or in the
aggregate) such as could not reasonably be expected to have a material adverse
effect on the business, operations, property, assets, liabilities, condition
(financial or otherwise) or prospects of Borrower or of Holdings and its
Subsidiaries taken as a whole.

              7.20  Patents, Licenses, Franchises and Formulas.  Each of
Holdings and its Subsidiaries owns all material patents, trademarks, permits,
service marks, trade names, copyrights, licenses, franchises and formulas, or
rights with respect to the foregoing, and has obtained assignments of all
leases and other rights of whatever nature, necessary for the present conduct
of its business, without any known conflict with the rights of others which, or
the failure to obtain which, as the case may be,





                                      -58-
<PAGE>   66
could reasonably be likely to result in a material adverse effect on the
business, operations, property, assets, liabilities, condition (financial or
otherwise) or prospects of the Borrower or of Holdings and its Subsidiaries
taken as a whole.

              7.21  Transaction.  The Transaction has been consummated in all
material respects in accordance with the terms of the respective Documents and
all applicable laws.  All consents and approvals of, and filings and
registrations with, and all other actions in respect of, all governmental
agencies, authorities or instrumentalities (including the consent from the FCC
approving the transfer of the FCC Licenses contemplated by the Documents which
consent shall have become final) required in order to make or consummate the
Transaction will have been obtained, given, filed or taken and are or will be
in full force and effect (or effective judicial relief with respect thereto has
been obtained), except where the failure to so obtain, give, file or take would
not have a material adverse effect on the business, operations, property,
assets, liabilities, condition (financial or otherwise) or prospects of the
Borrower or of Holdings and its Subsidiaries taken as whole.  All applicable
waiting periods with respect thereto have or, prior to the time when required,
will have, expired without, in all such cases, any action being taken by any
competent authority which restrains, prevents, or imposes material adverse
conditions upon the Transaction.  Additionally, there does not exist any
judgment, order or injunction prohibiting or imposing material adverse
conditions upon the Transaction, or any Credit Event or the performance by any
Credit Party of its obligations under the respective Documents.  All actions
taken by each Credit Party pursuant to or in furtherance of the Transaction
have been taken in compliance with the respective Documents and all applicable
laws.

              7.22  Special Purpose Corporations.  Holdings was formed for the
purpose of holding all of the capital stock of the Borrower and is authorized
to effect the Transaction and except in connection with the foregoing (or as
may be permitted by this Agreement), Holdings engages in no business activities
and has no significant assets (other than the stock of the Borrower) or
liabilities (other than liabilities which are expressly permitted under this
Agreement).  Chancellor Broadcasting Licensee was formed for the purpose of
holding all rights, title and interests in certain of the FCC Licenses to be
used by the Borrower and its Subsidiaries in connection with their respective
businesses and otherwise engages in no business activities and has no
significant assets or liabilities.

              7.23  FCC Licenses.  After giving effect to the Transaction, the
License Subsidiary holds such validly issued FCC licenses and authorizations as
are necessary to operate the Stations as they are currently operated
(collectively, the "FCC Licenses"), each of which is in full force and effect.
The FCC Licenses as of the Restatement Effective Date are listed on Schedule
III (with the Colfax FCC Licenses





                                      -59-
<PAGE>   67
being designated as such on Schedule III), each of which FCC Licenses has the
expiration date indicated on Schedule III.  Neither Holdings nor the Borrower
has knowledge of any material adverse condition imposed by the FCC as part of
any FCC License which is neither set forth on the face thereof as issued by the
FCC nor contained in the rules and regulations of the FCC applicable generally
to stations of the type, nature, class or location of each Station.  Except as
set forth on Annex 7.23, each Station is being operated in all material
respects in accordance with the terms and conditions of the FCC Licenses
applicable to it and in accordance with the rules and regulations of the FCC
and the Communications Act of 1934, as amended (the "Communications Act").
Except as set forth on Annex 7.23, no proceedings are pending or, to the
knowledge of Holdings or the Borrower, are threatened which may reasonably be
expected to result in the revocation, modification, non-renewal or suspension
of any of the FCC Licenses, the denial of any pending applications, the
issuance of any cease and desist order or the imposition of any material fines,
forfeitures or other administrative actions by the FCC with respect to the
Stations or their operation, other than proceedings affecting the radio
broadcasting industry in general.  Except as set forth on Annex 7.23, reports,
applications and other documents required to be filed by any Credit Party with
the FCC with respect to the Stations have in all material respects been timely
filed and all such reports, applications and documents are true, correct and
complete in all material respects, and neither Holdings nor the Borrower has
knowledge of any matters (i) which could reasonably be expected to result in
the suspension or revocation of or the refusal to renew any of the FCC Licenses
or the imposition of any material fines or forfeitures by the FCC upon any
Credit Party or (ii) which could reasonably be expected to result in the
modification or revocation of any FM Stations' authorization to operate as
currently authorized, or to operate the AM Stations as currently authorized, as
applicable, under the rules and regulations of the FCC.  There are no
unsatisfied or otherwise outstanding notices of apparent liability or
violations issued by the FCC with respect to any Station or its operations.
The Borrower has delivered to the Banks true and complete copies of the FCC
Licenses (including any and all amendments and other modifications thereto).

              7.24  Subordinated Notes.  As of each of the Restatement
Effective Date and the OmniAmerica Borrowing Date, the subordination provisions
contained in the Existing Senior Subordinated Notes are enforceable, and after
the issuance, if any, of the Old Junior Exchange Debentures and New Junior
Exchange Debentures the subordination provisions contained therein shall be
enforceable, by the Banks against the Borrower and the holders of such Existing
Senior Subordinated Notes, Old Junior Exchange Debentures or New Junior
Exchange Debentures, and all Obligations of the Borrower hereunder or under the
other Credit Documents are or will be within the definition of "Senior Debt"
included in such provisions of the Existing Senior





                                      -60-
<PAGE>   68
Subordinated Note Documents or the documents relating to the Old Junior
Exchange Debentures or New Junior Exchange Debentures.

              SECTION 8.  Affirmative Covenants.  Holdings and the Borrower
hereby covenant and agree that on and after the Restatement Effective Date and
until the Total Commitments and all Letters of Credit have terminated and the
Loans, Notes and Unpaid Drawings, together with interest, Fees and all other
Obligations incurred hereunder and thereunder, are paid in full:

              8.01  Information Covenants.  Holdings and/or the Borrower will
furnish to each Bank:

              (a)  Monthly Reports.  Within 30 days after the end of each
       fiscal month (other than the fiscal months ending March, June, September
       and December) of Holdings, (i) the combined and combining balance sheets
       of Holdings and its Consolidated Subsidiaries for each fiscal month,
       each as of the end of such month and the related combined and combining
       statements of income and statements of cash flows for such month and for
       the last elapsed portion of the fiscal year ended with the last day of
       such month, in each case setting forth in the statements of income only,
       the comparative figures for the corresponding month in the prior fiscal
       year and the budgeted figures for such month as set forth in the
       respective budget delivered pursuant to Section 8.01(e) and (ii) the
       balance sheets of each of the Stations on an individual basis as of the
       end of such month and the related statements of income and statements of
       cash flows for such month and for the elapsed portion of the fiscal year
       ended with the last day of such month, in each case setting forth in the
       statements of income only, the comparative figures for the corresponding
       month in the prior fiscal year and the budgeted figures for such month
       as set forth in the respective budget delivered pursuant to Section
       8.01(e).

              (b)  Quarterly Financial Statements.  As soon as available and in
       any event within 45 days after the close of each of the first three
       quarterly accounting periods in each fiscal year of Holdings, (i) the
       combined and combining balance sheets of Holdings and its Consolidated
       Subsidiaries for each fiscal quarter, each as of the end of such quarter
       and the related combined and combining statements of income and
       statements of cash flows for such quarter and for the last elapsed
       portion of the fiscal year ended with the last day of such quarter and
       setting forth in the statements of income only, the comparative figures
       for the corresponding quarter in the prior fiscal year and the budgeted
       figures for such quarter as set forth in the respective budget delivered
       pursuant to Section 8.01(e), and (ii) the balance sheets of each of the
       Stations as of the





                                      -61-
<PAGE>   69
       end of such quarter and the related statements of income and statements
       of cash flows for such quarter and for the elapsed portion of the fiscal
       year ended with the last day of such quarter, in each case setting forth
       in the statements of income only, the comparative figures for the
       corresponding quarter in the prior fiscal year and the budgeted figures
       for such quarter as set forth in the respective budget delivered
       pursuant to Section 8.01(e).

              (c)  Annual Financial Statements.  Within 95 days after the close
       of each fiscal year of Holdings, (i) the consolidated and consolidating
       balance sheets of Holdings and its Consolidated Subsidiaries for each
       fiscal year, each as at the end of such fiscal year and the related
       statements of income and retained earnings and of cash flows for such
       fiscal year and, setting forth comparative figures for the preceding
       fiscal year commencing fiscal year 1996 and certified, in the case of
       such consolidated statements, by Coopers & Lybrand L.L.P. or such other
       independent certified public accountants of recognized national standing
       reasonably acceptable to the Managing Agent, together with a report of
       such accounting firm (which report shall be unqualified as to scope)
       stating that in the course of its regular audit of the financial
       statements of Holdings and its Subsidiaries, which audit was conducted
       in accordance with generally accepted auditing standards, such
       accounting firm obtained no knowledge of any Default or Event of Default
       under Sections 9.03, 9.04, 9.05 and 9.07 through 9.10, inclusive, which
       has occurred and is continuing or, if in the opinion of such accounting
       firm such a Default or Event of Default has occurred and is continuing,
       a statement as to the nature thereof, (ii) the balance sheets of each of
       the Stations at the end of such fiscal year and the related statement of
       income and retained earnings and statement of cash flows for such fiscal
       year, in each case setting forth comparative figures for the preceding
       fiscal year for income statements only, and (iii) management's
       discussions and analysis of the important operational and financial
       developments during such fiscal year in respect of Holdings and its
       Subsidiaries.

              (d)  Management Letters.  Promptly after the receipt thereof by
       Holdings or any of its Subsidiaries, a copy of any final "management
       letter" received by Holdings or such Subsidiary from its certified
       public accountants and management's responses thereto.

              (e)  Budgets.  No later than 30 days following the commencement
       of the first day of each fiscal year of Holdings, a budget in form
       satisfactory to the Managing Agent prepared by Holdings for (x) in the
       case of budgeted statements of income, each of the twelve months of such
       fiscal year prepared in detail, and (y) in the case of budgeted
       statements of sources and uses of cash and balance





                                      -62-
<PAGE>   70
       sheets, for such fiscal year on an annual basis and prepared in detail
       and for each of the five years immediately following such fiscal year
       prepared in summary form, in each case, of each of Holdings and its
       Subsidiaries and each of the Stations on an individual basis accompanied
       by the statement of the President, Chief Financial Officer or Senior
       Vice President of Finance of the Borrower to the effect that, to the
       best of his knowledge, the budget is a reasonable estimate for the
       period covered thereby.

              (f)  Officer's Certificates.  At the time of the delivery of the
       financial statements provided for in Section 8.01(a), (b) and (c), a
       certificate of an Authorized Officer of the Borrower to the effect that,
       to the best of such officer's knowledge, no Default or Event of Default
       has occurred and is continuing or, if any Default or Event of Default
       has occurred and is continuing, specifying the nature and extent
       thereof, which certificate shall, in the case of any such financial
       statements delivered in respect of a period ending on the last day of a
       fiscal quarter or year of Holdings, (x) set forth the calculations
       required to establish whether the Borrower was in compliance with the
       provisions of Sections 9.03, 9.04, 9.05, and 9.07 through 9.10,
       inclusive, at the end of such fiscal quarter or year, as the case may be
       and (y) if delivered with the financial statements required by Section
       8.01(c), set forth the calculations required to establish whether the
       Borrower was in compliance with the provisions of Section 4.02(f) and
       set forth the amount of Excess Cash Flow for the respective Excess Cash
       Payment Period.

              (g)  Notice of Default or Litigation.  Promptly, and in any event
       within three Business Days after an officer of Holdings or the Borrower
       obtains knowledge thereof, notice of (i) the occurrence of any event
       which constitutes a Default or Event of Default and (ii) any litigation
       or governmental investigation or proceeding pending (x) against Holdings
       or any of its Subsidiaries which could reasonably be expected to
       materially and adversely affect the business, operations, property,
       assets, liabilities, condition (financial or otherwise) or prospects of
       the Borrower or Holdings and its Subsidiaries taken as a whole, (y) with
       respect to any material Indebtedness of the Borrower and its
       Subsidiaries taken as a whole or (z) with respect to any other Document
       which could reasonably be expected to materially and adversely affect
       the business, operations, property, assets, liabilities, condition
       (financial or otherwise) or prospects of the Borrower or Holdings and
       its Subsidiaries taken as a whole.

              (h)  Other Reports and Filings.  Promptly, copies of all (x)
       financial information, proxy materials and other information and
       reports, if any, which Holdings or any of its Subsidiaries shall file
       with the Securities and Exchange





                                      -63-
<PAGE>   71
       Commission or any successor thereto (the "SEC") including, without
       limitation, in connection with the issuance of the Existing Senior
       Subordinated Notes or, if issued, the Old Junior Exchange Debentures,
       the New Junior Exchange Debentures or any securities issued pursuant to
       the OmniAmerica Equity Issuance, or deliver to holders of its
       Indebtedness pursuant to the terms of the documentation governing such
       Indebtedness (or any trustee, agent or other representative therefor)
       and (y) material filings or communications with the FCC or under, or as
       required by, the Communications Act.

              (i)  Annual Meetings with Banks.  At the request of the Managing
       Agent or the Required Banks, Holdings shall within 120 days after the
       close of each fiscal year of Holdings hold a meeting at a time and place
       selected by Holdings and acceptable to the Managing Agent with all of
       the Banks at which meeting shall be reviewed the financial results of
       the previous fiscal year and the financial condition of Holdings and the
       budgets presented for the current fiscal year of Holdings and its
       Subsidiaries.

              (j)  Other Information.  From time to time, such other
       information or documents (financial or otherwise) with respect to
       Holdings or its Subsidiaries as any Bank may reasonably request in
       writing.

              8.02  Books, Records and Inspections.  Holdings will, and will
cause each of its Subsidiaries to, keep proper books of record and account in
which full, true and correct entries in conformity with GAAP and all
requirements of law shall be made of all dealings and transactions in relation
to its business and activities.  Holdings will, and will cause each of its
Subsidiaries to, permit officers and designated representatives of the Managing
Agent or any Bank to visit and inspect, during regular business hours and under
guidance of officers of Holdings, the Borrower or such Subsidiary, any of the
properties of Holdings, the Borrower or such Subsidiary, and to examine the
books of account of Holdings, the Borrower or such Subsidiary and discuss the
affairs, finances and accounts of Holdings, the Borrower or such Subsidiary
with, and be advised as to the same by, its and their officers and independent
accountants, all at such reasonable times and intervals and to such reasonable
extent as the Managing Agent or such Bank may request.

              8.03  Maintenance of Property; Insurance.  (a) Schedule IV sets
forth a true and complete listing of all insurance maintained by Holdings, and
its Subsidiaries as of the Restatement Effective Date.  Holdings will, and will
cause each of its Subsidiaries to, (i) keep all property necessary in its
business in good working order and condition (ordinary wear and tear excepted),
(ii) maintain insurance on all its property in at least such amounts and
against at least such risks as is consistent and in





                                      -64-
<PAGE>   72
accordance with industry practice and (iii) furnish to each Bank, upon written
request, full information as to the insurance carried.  In addition to the
requirements of the immediately preceding sentence, Holdings and the Borrower
will at all times cause insurance of the types described in Schedule IV to be
maintained (with the same scope of coverage as that described in Schedule IV)
at levels which are at least as great as the respective amount described
opposite the respective type of insurance on Schedule IV under the column
headed "Maximum Amount Required to be Maintained."

              (b)  Holdings will, and will cause its Subsidiaries to, at all
times keep their respective property insured in favor of the Collateral Agent,
and all policies or certificates (or certified copies thereof) with respect to
such insurance (and any other insurance maintained by Holdings or any of its
Subsidiaries) (i) shall be endorsed to the Collateral Agent's satisfaction for
the benefit of the Collateral Agent (including, without limitation, by naming
the Collateral Agent as loss payee or as an additional insured), (ii) shall
state that such insurance policies shall not be cancelled without 30 days'
prior written notice thereof by the respective insurer to the Collateral Agent,
(iii) shall provide that the respective insurers irrevocably waive any and all
rights of subrogation with respect to the Collateral Agent and the Secured
Creditors, (iv) shall contain the standard non-contributory mortgagee clause
endorsement in favor of the Collateral Agent with respect to hazard insurance
coverage, (v) shall,  except in the case of public liability insurance and
workers' compensation insurance, provide that any losses shall be payable
notwithstanding (A) any act or neglect of Holdings or any of its Subsidiaries,
(B) the occupation or use of the properties for purposes more hazardous than
those permitted by the terms of the respective policy if such coverage is
obtainable at commercially reasonable rates and is of the kind from time to
time customarily insured against by Persons owning or using similar property
and in such amounts as are customary, (C) any foreclosure or other proceeding
relating to the insured properties if such coverage is available at
commercially reasonable rates or (D) any change in the title to or ownership or
possession of the insured properties if such coverage is available at
commercially reasonable rates and (vi) shall be deposited with the Collateral
Agent if such coverage is available at commercially reasonable rates.

              (c)  If Holdings or any of its Subsidiaries shall fail to
maintain all insurance in accordance with this Section 8.03, or if Holdings or
any of its Subsidiaries shall fail to so endorse and deposit all policies or
certificates with respect thereto, the Managing Agent and/or the Collateral
Agent shall have the right (but shall be under no obligation) to procure such
insurance and the Borrower agrees to reimburse the Managing Agent or the
Collateral Agent as the case may be, for all costs and expenses of procuring
such insurance.





                                      -65-
<PAGE>   73
              8.04  Corporate Franchises.  Holdings will, and will cause each
of its Subsidiaries to, do or cause to be done, all things necessary to
preserve and keep in full force and effect its existence and its material
rights, franchises, licenses and patents (including the rights of the Borrower
and the License Subsidiary under the Asset Use and Operating Agreement dated
January 10, 1994 and the two separate Asset Use and Operating Agreements dated
October 12, 1994, respectively) (each an "Operating Agreement," and,
collectively, the "Operating Agreements"); provided, however, that nothing in
this Section 8.04 shall prevent (i) sales of assets by Holdings or any of its
Subsidiaries in accordance with Section 9.02 or (ii) the withdrawal by Holdings
or any of its Subsidiaries of their qualification as a foreign corporation in
any jurisdiction where such withdrawal could not reasonably be expected to have
a material adverse effect on the business, operations, property, assets,
liabilities or condition (financial or otherwise) of the Borrower or of
Holdings and its Subsidiaries taken as a whole.

              8.05  Compliance with Statutes, etc.  Except for matters relating
to compliance by Holdings and its Subsidiaries with Environmental Laws, which
matters are governed by the Amended and Restated Environmental Indemnity
Agreement, Holdings will, and will cause each of its Subsidiaries to, comply
with all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all governmental bodies, domestic or foreign, in
respect of the conduct of its business and the ownership of its property,
except such noncompliances as could not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the business,
operations, property, assets, liabilities, condition (financial or otherwise)
or prospects of the Borrower or of Holdings and its Subsidiaries taken as a
whole.

              8.06  ERISA.  As soon as possible and, in any event, within 20
days after Holdings, the Borrower or any of  their respective Subsidiaries or
any ERISA Affiliate knows or has reason to know of the occurrence of any of the
following, Holdings or the Borrower will deliver to each of the Banks a
certificate of an Authorized Officer of Holdings or the Borrower setting forth
details as to such occurrence and the action, if any, that Holdings, the
Borrower, such Subsidiary or such ERISA Affiliate is required or proposes to
take, together with any notices required or proposed to be given to or filed
with or by Holdings, the Borrower, such Subsidiary, the ERISA Affiliate, the
PBGC, or a Plan participant or the Plan administrator with respect thereto:
that a Reportable Event has occurred; that an accumulated funding deficiency
has been incurred or an application is likely to be or has been made to the
Secretary of the Treasury for a waiver or modification of the minimum funding
standard (including any required installment payments) or an extension of any
amortization period under Section 412 of the Code with respect to a Plan; that
a contribution required to be made to a Plan has not been timely made; that a
Plan has been or is reasonably expected to be terminated, reorganized,
partitioned or declared insolvent under





                                      -66-
<PAGE>   74
Title IV of ERISA; that a Plan has an Unfunded Current Liability giving rise to
a lien under ERISA or the Code; that proceedings are likely to be or have been
instituted or notice has been given to terminate or appoint a trustee to
administer a Plan, that a proceeding has been instituted pursuant to Section
515 of ERISA to collect a delinquent contribution to a Plan; that Holdings, the
Borrower, any of their respective Subsidiaries or any ERISA Affiliate will or
is reasonably expected to incur any liability (including any contingent or
secondary liability) to or on account of the termination of or withdrawal from
a Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or
with respect to a Plan under Section 401(a)(29), 4971 or 4975 of the Code or
Section 409 or 502(i) or 502(l) of ERISA; or that Holdings, the Borrower or any
Subsidiary may incur any material liability pursuant to any employee welfare
benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to
retired employees or other former employees (other than as required by Section
601 of ERISA) or any employee pension benefit plan (as defined in Section 3(2)
of ERISA).  Upon request the Borrower will deliver to each of the Banks a
complete copy of the annual report (Form 5500) of each Plan required to be
filed with the Internal Revenue Service.  In addition to any certificates or
notices delivered to the Banks pursuant to the first sentence hereof, copies of
annual reports and any material notices received by Holdings, the Borrower or
any of their respective Subsidiaries or any ERISA Affiliate with respect to any
Plan shall be delivered to the Banks no later than 20 days after the date such
report has been filed with the Internal Revenue Service or such notice has been
received by Holdings, the Borrower, the Subsidiary or the ERISA Affiliate, as
applicable.

              8.07  End of Fiscal Years; Fiscal Quarters.  Holdings shall cause
(i) each of its, and each of its Subsidiaries', fiscal years to end on December
31, and (ii) each of its, and each of its Subsidiaries', fiscal quarters to end
on March 31, June 30 and September 30.

              8.08  Performance of Obligations.  Holdings will, and will cause
each of its Subsidiaries to, perform all of their obligations under the terms
of each mortgage, indenture, security agreement and other debt instrument by
which it is bound, except such non-performances as could not, individually or
in the aggregate, reasonably be expected to have a material adverse effect on
the business, operations, property, assets, liabilities, condition (financial
or otherwise) or prospects of the Borrower or of Holdings and its Subsidiaries
taken as a whole.

              8.09  Payment of Taxes.  Holdings will pay and discharge or cause
to be paid and discharged, and will cause each of its Subsidiaries to pay and
discharge, all material taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits, or upon any material properties
belonging to it, in each case on a timely basis, and all lawful claims which,
if unpaid, might become a lien or charge





                                      -67-
<PAGE>   75
upon any properties of Holdings or any of its Subsidiaries; provided that none
of Holdings nor any of its Subsidiaries shall be required to pay any such tax,
assessment, charge, levy or claim which is being contested in good faith and by
proper proceedings if it has maintained adequate reserves with respect thereto
in accordance with GAAP.

              8.10  Maintenance of Separateness.  Holdings will, and will cause
each of its Subsidiaries to, satisfy customary corporate formalities including
the holding of regular board of directors' and shareholders' meetings and the
maintenance of corporate offices and records.  None of the Borrower nor any of
its Subsidiaries shall make any payment to a creditor of Holdings in respect of
any liability of Holdings which is not a liability of the Borrower or such
Subsidiary, and no bank account of Holdings shall be commingled with any bank
account of the Borrower or any of its Subsidiaries.  Any financial statements
distributed to any creditors of Holdings shall, to the extent permitted by
GAAP, clearly establish the corporate separateness of Holdings from the
Borrower and its Subsidiaries.  Finally, neither Holdings nor any of its
Subsidiaries shall take any action, or conduct its affairs in a manner, which
is likely to result in the corporate existence of Holdings being ignored, or in
the assets and liabilities of the Borrower or any of its Subsidiaries being
substantively consolidated with those of Holdings in a bankruptcy,
reorganization or other insolvency proceeding.

              8.11  Dividends on Series A Exchangeable Preferred Stock and
Exchangeable Preferred Stock.  The Borrower will pay all dividends on (x) the
Series A Exchangeable Preferred Stock through the accretion of the liquidation
preference on the Series A Exchangeable Preferred Stock rather than in cash,
except as otherwise permitted to be paid in cash pursuant to Section 9.03(x),
and (y) the Exchangeable Preferred Stock (including at any time on or after
January 15, 2002) solely through the issuance of additional shares of
Exchangeable Preferred Stock rather than in cash, except as permitted to be
paid in cash pursuant to Section 9.03(x).

              8.12  Additional Security; Further Assurances.  (a)  Holdings and
the Borrower will, and will cause each of their respective Subsidiaries to,
grant to the Collateral Agent security interests in Reinvestment Assets at the
time of the acquisition thereof as described in this clause (a).  To the extent
Reinvestment Assets are acquired by the Borrower and/or its Subsidiaries, the
Borrower or such Subsidiary shall grant a Lien on and a security interest in
such Reinvestment Assets on the same terms as set forth in the Security
Documents and as otherwise set forth in this Section 8.12.  To the extent
Reinvestment Assets are acquired by a merger or the acquisition of capital
stock, the Borrower shall cause the Person acquiring such Reinvestment Assets
to become a Subsidiary of the Borrower and/or its Subsidiaries, and shall
pledge or cause to be pledged all capital stock of any such Person so acquired
pursuant to the Amended and Restated Borrower Pledge Agreement or the Amended
and Restated Subsidiary Pledge





                                      -68-
<PAGE>   76
Agreement and cause such Person to enter into an additional guaranty
substantially similar to the Amended and Restated Subsidiary Guaranty and
additional security documents substantially similar to the Security Documents,
all as otherwise as set forth in this Section 8.12; provided, that, absent a
change in the relevant sections of the Code or the rules, regulations, rulings,
notices or other official pronouncements issued or promulgated thereunder, the
Borrower and its Subsidiaries shall be required to only pledge 65% of the
voting capital stock of a foreign Subsidiary and no foreign Subsidiary shall be
required to enter into such guaranty or Security Documents; provided further,
the Borrower and its Subsidiaries shall not be required to grant a security
interest in any Reinvestment Assets that are acquired subject to a Lien
permitted by Section 9.01(vii), (viii) or (xx).

              (b)  Holdings will, and will cause each of its Subsidiaries to,
grant to the Collateral Agent security interests and mortgages (an "Additional
Mortgage") in such Real Property of Holdings or any of its Subsidiaries as are
not covered by the Existing Mortgages or Mortgages to the extent acquired after
the Restatement Effective Date, and as may reasonably be requested from time to
time by the Managing Agent or the Required Banks (each such Real Property, an
"Additional Mortgaged Property").  All such Additional Mortgages shall be
granted pursuant to documentation substantially in the form of the Mortgages or
in such other form as is reasonably satisfactory to the Managing Agent and
shall constitute valid and enforceable perfected Liens superior to and prior to
the rights of all third Persons and subject to no other Liens except as are
permitted by Section 9.01 at the time of perfection thereof.  The Additional
Mortgages or instruments related thereto shall have been duly recorded or filed
in such manner and in such places as are required by law to establish, perfect,
preserve and protect the Liens in favor of the Collateral Agent required to be
granted pursuant to the Additional Mortgages and all taxes, fees and other
charges payable in connection therewith shall have been paid in full.
Notwithstanding anything to the contrary stated above in this clause (b),
Holdings and its Subsidiaries shall be required to only grant Additional
Mortgages in fee owned Real Property with a fair market value at the time of
acquisition thereof in excess of $500,000.

              (c)  No later than 30 days following the OmniAmerica Borrowing
Date, the Borrower shall, execute and deliver to the Collateral Agent an
Additional Mortgage on the Real Property listed on Part B of Schedule II, and
shall take all other actions and deliver such other documents (including
opinions of counsel and title policies) with respect thereto as the Managing
Agent may reasonably request.

              (d)  Holdings will, and will cause each of its Subsidiaries to,
grant to the Collateral Agent security interests in assets acquired pursuant to
Sections 9.02(ix), (xiv) and (xv) at the time of the acquisition thereof as
described in this clause (d).  To the





                                      -69-
<PAGE>   77
extent assets are acquired by the Borrower or any of its Subsidiaries pursuant
to such Sections, the Borrower or such Subsidiary shall grant a Lien on and a
security interest in such assets on the same terms as set forth in the Security
Documents and as otherwise set forth in this Section 8.12.  In connection with
the acquisition of the capital stock of a Person pursuant to such Sections, the
Borrower shall cause such Person to become a direct or indirect Subsidiary of
the Borrower, and shall pledge or cause to be pledged all capital stock of any
such Person so acquired pursuant to the Amended and Restated Borrower Pledge
Agreement or the Amended and Restated Subsidiary Pledge Agreement, as
applicable, and cause such Person to enter into an additional guaranty
substantially similar to the Amended and Restated Subsidiary Guaranty and
additional security documents substantially similar to the Security Documents,
all as otherwise set forth in this Section 8.12; provided, that, absent a
change in the relevant sections of the Code or the rules, regulations, rulings,
notices or other official pronouncements issued or promulgated thereunder, the
Borrower and its Subsidiaries shall be required to only pledge 65% of the
voting capital stock of a foreign Subsidiary and no foreign Subsidiary shall be
required to enter into such guaranty or Security Documents; provided further,
that the Borrower and its Subsidiaries shall not be required to grant a
security interest in such assets that are acquired subject to a Lien permitted
by Section 9.01(vii), (viii) or (xx).  Notwithstanding anything to the contrary
contained above, Holdings and its Subsidiaries shall be required to only grant
Additional Mortgages in fee owned Real Property with a fair market value at the
time of acquisition in excess of $500,000.

              (e)  Holdings will, and will cause each of its Subsidiaries to,
at the expense of the Borrower, make, execute, endorse, acknowledge, file and/
or deliver to the Collateral Agent from time to time such vouchers, invoices,
schedules, confirmatory assignments, conveyances, financing statements,
transfer endorsements, powers of attorney, certificates, real property surveys,
reports and other assurances or instruments and take such further steps
relating to the Collateral covered by any of the Security Documents as the
Collateral Agent may reasonably require pursuant to this Section 8.12.
Furthermore, Holdings and the Borrower shall cause to be delivered to the
Collateral Agent such opinions of counsel, title insurance and other related
documents as may be requested by the Collateral Agent to assure itself that
this Section 8.12 has been complied with.

              (f)  Holdings will cause each Subsidiary established or created
in accordance with Section 9.15 to execute and deliver a guaranty of all
Obligations and all obligations under Interest Rate Protection Agreements in
substantially the form of the Amended and Restated Subsidiary Guaranty;
provided that absent a change in the relevant sections of the Code or the
rules, regulations, rulings, notices or other official





                                      -70-
<PAGE>   78
pronouncements issued or promulgated thereunder, no foreign Subsidiary shall be
required to enter into such guaranty.

              (g)  Holdings will cause each Subsidiary established or created
in accordance with Section 9.15 to grant to the Collateral Agent a first
priority Lien on all property (tangible and intangible) of such Subsidiary upon
terms similar to those set forth in the Security Documents as appropriate, and
satisfactory in form and substance to the Collateral Agent and Required Banks;
provided, that absent a change in the relevant sections of the Code or the
rules, regulations, rulings, notices or other official pronouncements issued or
promulgated thereunder, no foreign Subsidiary shall be required to enter into
such Security Documents; provided further, that the Borrower and its
Subsidiaries shall not be required to grant a security interest in such assets
that are acquired subject to a Lien permitted by Section 9.01(vii), (viii) or
(xx); provided further, that such Subsidiary shall be required to only grant
Additional Mortgages in fee owned Real Property with a fair market value at the
time of acquisition in excess of $500,000.  Holdings and the Borrower will
cause each Subsidiary, at its own expense, to execute, acknowledge and deliver,
or cause the execution, acknowledgement and delivery of, and thereafter
register, file or record in any appropriate governmental office, any document
or instrument reasonably deemed by the Collateral Agent to be necessary or
desirable for the creation and perfection of the foregoing Liens.  Holdings and
the Borrower will cause each of its Subsidiaries to take all actions requested
by the Collateral Agent (including, without limitation, the filing of UCC-1's)
in connection with the granting of such security interests.

              (h)  The security interests required to be granted pursuant to
this Section 8.12 shall be granted pursuant to security documentation (which
shall be substantially similar to the Security Documents already executed and
delivered by the Borrower or its Subsidiaries, as applicable) or otherwise
satisfactory in form and substance to the Managing Agent  and shall constitute
valid and enforceable perfected security interests prior to the rights of all
third Persons and subject to no other Liens except such Liens as are permitted
by Section 9.01.  The Additional Security Documents and other instruments
related thereto shall be duly recorded or filed in such manner and in such
places and at such times as are required by law to establish, perfect, preserve
and protect the Liens, in favor of the Collateral Agent for the benefit of the
respective Secured Creditors, required to be granted pursuant to the Additional
Security Documents and all taxes, fees and other charges payable in connection
therewith shall be paid in full by the Borrower.  At the time of the execution
and delivery of the Additional Security Documents, the Borrower shall cause to
be delivered to the Collateral Agent such opinions of counsel, Mortgage
Policies, title surveys, real estate appraisals and other related documents as
may be reasonably requested by the Managing





                                      -71-
<PAGE>   79
Agent or the Required Banks to assure themselves that this Section 8.12 has
been complied with.

              (i)  Each of Holdings and the Borrower agrees that each action
required above by Section 8.12(e) shall be completed as soon as possible, but
in no event later than 60 days after such action is requested to be taken by
the Managing Agent or the Required Banks.  Each of Holdings and the Borrower
further agrees that each action required by Section 8.12(a) (to the extent
applicable in connection with the creation or acquisition of a new Subsidiary),
8.12(d), (f), (g) and (h) with respect to Additional Collateral shall be
completed contemporaneously with the creation of such new Subsidiary.

              8.13  Designation of Agent.  If for any reason the agent
designated by Holdings and the Borrower in Section 13.08(a) shall cease to be
available to act in such capacity, Holdings and the Borrower shall designate,
appoint and empower a new agent in the City of New York satisfactory to the
Managing Agent on the terms and for the purposes set forth in Section 13.08(a).

              SECTION 9.  Negative Covenants.  Holdings and the Borrower
covenant and agree that on and after the Restatement Effective Date and until
the Total Commitments and all Letters of Credit have terminated and the Loans,
Notes and Unpaid Drawings, together with interest, Fees and all other
Obligations incurred hereunder and thereunder, are paid in full:

              9.01  Liens.  Holdings will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
Holdings or any of its Subsidiaries, whether now owned or hereafter acquired,
or sell any such property or assets subject to an understanding or agreement,
contingent or otherwise, to repurchase such property or assets (including sales
of accounts receivable with recourse to Holdings or any of its Subsidiaries),
or assign any right to receive income or permit the filing of any financing
statement under the UCC or any other similar notice of Lien under any similar
recording or notice statute; provided that the provisions of this Section 9.01
shall not prevent the creation, incurrence, assumption or existence of the
following (Liens described below are herein referred to as "Permitted Liens"):

              (i)    inchoate Liens for taxes, assessments or governmental
       charges or levies not yet due and payable or Liens for taxes,
       assessments or governmental charges or levies being contested in good
       faith and by appropriate proceedings for which adequate reserves have
       been established in accordance with GAAP;





                                      -72-
<PAGE>   80
              (ii)   Liens in respect of property or assets of the Borrower or
       any of its Subsidiaries imposed by law, which were incurred in the
       ordinary course of business and do not secure Indebtedness for borrowed
       money, such as carriers', warehousemen's, materialmen's and mechanics'
       liens and other similar Liens arising in the ordinary course of
       business, and (x) which do not in the aggregate materially detract from
       the value of the Borrower's or such Subsidiary's property or assets or
       materially impair the use thereof in the operation of the business of
       the Borrower or such Subsidiary or (y) which are being contested in good
       faith by appropriate proceedings, which proceedings have the effect of
       preventing the forfeiture or sale of the property or assets subject to
       any such Lien;

              (iii)  Liens in existence on each of the Restatement Effective
       Date and the OmniAmerica Borrowing Date which are listed, and the
       property subject thereto described, in Schedule V, but only to the
       respective date, if any, set forth in such Schedule V for the removal
       and termination of any such Liens, plus renewals, replacements and
       extensions of such Liens to the extent set forth on Schedule V, provided
       that (x) the aggregate principal amount of the Indebtedness, if any,
       secured by such Liens does not increase from that amount outstanding at
       the time of any such renewal, replacement or extension and (y) any such
       renewal, replacement or extension does not encumber any additional
       assets or properties of Holdings or any of its Subsidiaries;

              (iv)   Permitted Encumbrances;

              (v)    Liens created pursuant to the Security Documents;

              (vi)   licenses, leases or subleases granted to other Persons in
       a manner consistent with past practice or the radio industry generally
       not materially interfering with the conduct of the business of Holdings
       and its Subsidiaries taken as a whole;

              (vii)  Liens upon assets subject to Capitalized Lease Obligations
       to the extent permitted by Section 9.04, provided that (x) such Liens
       only serve to secure the payment of Indebtedness arising under such
       Capitalized Lease Obligation and (y) the Lien encumbering the asset
       giving rise to the Capitalized Lease Obligation does not encumber any
       other asset of the Borrower or any Subsidiary of the Borrower;

              (viii) Liens placed upon equipment or machinery used in the
       ordinary course of business of the Borrower or any of its Subsidiaries
       at the time of





                                      -73-
<PAGE>   81
       acquisition thereof by the Borrower or any such Subsidiary or within 120
       days thereafter to secure Indebtedness incurred to pay all or a portion
       of the purchase price thereof and all renewals, replacements or
       extensions thereof, provided that (x) the aggregate outstanding
       principal amount of all Indebtedness secured by Liens permitted by this
       clause (viii) shall not at any time exceed $5,000,000 and (y) in all
       events, the Lien encumbering the equipment or machinery so acquired does
       not encumber any other asset of the Borrower or such Subsidiary;

              (ix)   easements, rights-of-way, restrictions (including zoning
       restrictions), encroachments, protrusions and other similar charges or
       encumbrances, and minor title deficiencies, in each case whether now or
       hereafter in existence, not securing Indebtedness and not materially
       interfering with the conduct of the business of the Borrower or any of
       its Subsidiaries;

              (x)    Liens arising from precautionary UCC financing statement
       filings regarding operating leases entered into by Holdings or any of
       its Subsidiaries in the ordinary course of business;

              (xi)   Liens arising out of the existence of judgments or awards
       not constituting an Event of Default under Section 10.09, provided that
       no cash or property is deposited or delivered to secure the respective
       judgment or award (or any appeal bond in respect thereof, other than
       appeal bonds secured by deposits not to exceed $5,000,000 in the
       aggregate);

              (xii)  statutory, contractual and common law landlords' liens
       under leases to which the Borrower or any of its Subsidiaries is a
       party;

              (xiii) Liens (other than any Lien imposed by ERISA) incurred or
       deposits made in the ordinary course of business in connection with
       workers' compensation, unemployment insurance and other types of social
       security, or to secure the performance of tenders, statutory
       obligations, surety, stay, customs bonds, statutory bonds (other than
       appeal bonds), bids, leases, government contracts, trade contracts,
       performance and return of money bonds and other similar obligations
       (exclusive of obligations for the payment of borrowed money);

              (xiv)  any interest or title of a lessor, sublessor, licensee or
       licensor under any lease or license agreement permitted by this
       Agreement;

              (xv)   Liens in favor of a banking institution arising as a
       matter of law encumbering deposits (including the right of set-off) held
       by such banking





                                      -74-
<PAGE>   82
       institutions incurred in the ordinary course of business and which are
       within the general parameters customary in the banking industry;

              (xvi)  deposits made in the ordinary course of business to secure
       liabilities for premiums to insurance carriers, provided that such
       deposits do not exceed in the aggregate an amount equal to $2,500,000 at
       any time;

              (xvii) Liens arising out of conditional sale, title retention,
       consignment or similar arrangements for sale of goods entered into by
       the Borrower or any of its Subsidiaries in the ordinary course of
       business, in accordance with past practices of the Borrower and its
       Subsidiaries;

              (xviii) Liens created to secure obligations permitted by Section
       9.02(xii);

              (xix)  cash earnest money deposits in connection with
       acquisitions otherwise permitted by Section 9.02 in an amount not to
       exceed that amount, when added to the Stated Amount of all Letters of
       Credit issued to provide assurance of performance in connection with
       acquisitions otherwise permitted by Section 9.02, which equals
       $40,000,000 at any time outstanding;

              (xx)   Liens on property or assets in existence at the time such
       property or assets are acquired pursuant to Section 9.02(ix), (xiv) or
       (xv), provided that (x) any Indebtedness that is secured by such Liens
       is permitted to exist under Section 9.04(xv) and (y) such Liens are not
       incurred in connection with, or in contemplation or anticipation of,
       such acquisition and do not attach to any other asset of Holdings or any
       of its Subsidiaries; and

              (xxi)  Liens not otherwise permitted under this Section 9.01 to
       the extent attaching to properties and assets with an aggregate fair
       market value not in excess of, and securing liabilities not in excess
       of, $2,500,000 in the aggregate at any time outstanding.

              9.02  Consolidation, Merger, Purchase or Sale of Assets, etc.
Holdings will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or merge, consolidate, convey, sell, lease or
otherwise dispose of all or any part of its property or assets, or enter into
any sale-leaseback transactions, or purchase or otherwise acquire (in one or a
series of related transactions) any part of the property or assets (other than
purchases or other acquisitions of inventory, materials, equipment and
intangible assets, including property acquired by way of trade or barter
agreements, in the ordinary course of business) of any Person, except that:





                                      -75-
<PAGE>   83
              (i)    Capital Expenditures made by the Borrower and its
       Subsidiaries shall be permitted to the extent not in violation of
       Section 9.07;

              (ii)   each of the Borrower and its Subsidiaries may in the
       ordinary course of business, sell, lease or otherwise dispose of any
       assets provided that the aggregate Net Sale Proceeds of all assets
       subject to sales or other dispositions pursuant to this clause (ii)
       shall not exceed $2,500,000 in any fiscal year of the Borrower;

              (iii)  investments may be made to the extent permitted by Section
       9.05;

              (iv)   each of the Borrower and its Subsidiaries may lease (as
       lessee) real or personal property in the ordinary course of business (so
       long as such lease does not create a Capitalized Lease Obligation not
       otherwise permitted by Section 9.04(v));

              (v)    each of the Borrower and its Subsidiaries may make sales
       or other transfers of airtime in the ordinary course of business and
       consistent with past practices;

              (vi)   licenses or sublicenses by the Borrower and its
       Subsidiaries of software, trademarks and other intellectual property and
       general intangibles and licenses, leases or subleases of other property
       in the ordinary course of business and which do not materially interfere
       with the business of the Borrower or any Subsidiary;

              (vii)  the Borrower or any Wholly-Owned Subsidiary of the
       Borrower may transfer assets to or lease assets to or acquire or lease
       assets from the Borrower or any Wholly-Owned Subsidiary (so long as the
       security interests granted pursuant to the Security Documents are not,
       in the judgment of the Collateral Agent, adversely affected thereby) or
       any Subsidiary of the Borrower may be merged or consolidated with or
       into, or be liquidated or dissolved into, the Borrower or any Wholly-
       Owned Subsidiary of the Borrower (so long as the Borrower or such
       Wholly-Owned Subsidiary is the surviving corporation);

              (viii) (x) the sale or other disposition of Stations of the
       Borrower shall be permitted for cash at fair market value (as determined
       in good faith by the Borrower) so long as the proceeds thereof are
       applied in accordance with Section 4.02(e), provided that the Broadcast
       Cash Flow attributable to the Stations so sold or disposed during any
       fiscal year of the Borrower shall not exceed 20% of Consolidated
       Broadcast Cash Flow for such fiscal year and (y)





                                      -76-
<PAGE>   84
       the acquisition for no more than fair market value of Reinvestment
       Assets shall be permitted in accordance with Sections 4.02(e) and 8.12;

              (ix)   so long as (x) no Default or Event of Default then exists
       or would arise therefrom and (y) Holdings shall be in compliance with
       the financial covenants contained in Sections 9.08 through 9.10,
       inclusive, with such financial covenants to be calculated on a pro forma
       basis as if such Stock Swap and/or Station Swap had been consummated on
       the first day of the then most recently ended Test Period (and any
       Indebtedness incurred, issued or assumed in connection therewith had
       been incurred on the first day of, and remained outstanding throughout,
       such Test Period), the Borrower may, and may permit its Subsidiaries to,
       simultaneously exchange (for reasonably equivalent value, a portion
       thereof which may include cash) (x) 100% of the capital stock of any
       Subsidiary of such Person (the "Stock Swapped Station") for 100% of the
       capital stock of any Person (the "Stock Target Station") owning a
       station (each such occurrence a "Stock Swap") or (y) all or
       substantially all of the assets of a radio Station or group of Stations
       (the "Asset Swapped Station," with each Stock Swapped Station and Asset
       Swapped Station, a "Swapped Station") for all or substantially all of
       the assets of another radio station or group of stations (the "Asset
       Target Station," with each Stock Target Station and each Asset Target
       Station, a "Target Station") (each such occurrence a "Station Swap"),
       provided, that at the time of such Stock Swap or Station Swap the
       Borrower and/or such Subsidiary, and the newly acquired entity, shall
       comply with Section 8.12, provided further, that any cash proceeds
       received by Borrower or any of its Subsidiaries in connection with any
       such Stock Swap or Asset Swap shall be applied in accordance with the
       requirements of Section 4.02(e);

              (x)    the Colfax Acquisition shall be permitted;

              (xi)   the OmniAmerica Transaction, shall be permitted;

              (xii)  the Borrower and its Subsidiaries may sell or discount,
       accounts receivable arising in the ordinary course of business (x) which
       are overdue or (y) which the Borrower may reasonably determine are
       difficult to collect, but only in connection with the compromise or
       collection thereof consistent with customary industry practice (and not
       as part of any bulk sale or financing of receivables);

              (xiii) transfers of condemned property to the respective
       governmental authority or agency that have condemned same (whether by
       deed in lieu of condemnation or otherwise), and transfers of properties
       that have been subject to





                                      -77-
<PAGE>   85
       a casualty to the respective insurer of such property or its designee as
       part of an insurance settlement, so long as the proceeds thereof are
       applied as required by Section 4.02(g);

              (xiv)  so long as no Default or Event of Default then exists or
       would arise therefrom, the Borrower may and may permit its Subsidiaries
       to, acquire the capital stock or assets of any Person so long as (x) any
       such acquisition is for all the capital stock or all or substantially
       all of the business of, or an operating division or a business unit of,
       such Person, (y) the aggregate consideration paid (including
       Indebtedness assumed in connection therewith) pursuant to this clause
       (xiv) does not exceed $200,000,000 and (z) Holdings shall be in
       compliance with the financial covenants contained in Sections 9.08
       through 9.10, inclusive, with such financial covenants to be calculated
       on a pro forma basis as if such acquisition had been consummated on the
       first day of the then most recently ended Test Period (and any
       Indebtedness incurred, issued or assumed in connection therewith had
       been incurred on the first day of, and remained outstanding throughout,
       such Test Period);

              (xv)   in addition to the acquisitions permitted pursuant to
       preceding clause (xiv), the Borrower and its Subsidiaries may acquire
       all or substantially all of the business of, or operating division or a
       business unit of, any Person with the reinvestment of Excess Cash Flow
       for the relevant Excess Cash Payment Period to the extent (w) not
       required to be applied to repay Loans pursuant to Section 4.02(f), (x)
       not used to prepay Holdings Subordinated Notes pursuant to Section
       9.11(ii), (y) not used to make Capital Expenditures pursuant to Section
       9.07(c)(iii) and (z) not used to make investments pursuant to Section
       9.05(x);

              (xvi)  the Detroit Disposition shall be permitted;

              (xvii) the American Radio Exchange shall be permitted;

              (xviii) the SFX Exchange shall be permitted;

              (xix)  the Milwaukee Disposition shall be permitted; and

              (xx)   each of the Borrower and its Subsidiaries may in the
       ordinary course of business sell or otherwise dispose of equipment
       which, in the reasonable judgment of such Person, is obsolete, worn out
       or otherwise no longer useful, in the conduct of such Person's business.





                                      -78-
<PAGE>   86
To the extent the Required Banks waive the provisions of this Section 9.02 with
respect to the sale of any Collateral, or any Collateral is sold as permitted
by this Section 9.02 (other than clause (vii) thereof), such Collateral shall
be sold free and clear of the Liens created by the Security Documents, and the
Managing Agent and Collateral Agent shall be authorized to take any actions
deemed appropriate in order to effect the foregoing; provided, that immediately
prior to the consummation of the Detroit Disposition, the Liens in the cash
proceeds from the Detroit Disposition shall be released for the period
beginning on such date and ending upon the earliest of (i) the forty-sixth day
thereafter (the "Identification Date"), if Shamrock has not identified
replacement property (within the meaning of Treasury Regulations Section
1.1031(k)-1(g)(6)(ii)) by such date, (ii) the day after the end of the
"exchange period" (within the meaning of Treasury Regulations Section
1.1031(k)-1(b)(2)(ii)) or (iii) any date after the Identification Date on which
the written agreement to acquire the replacement property is terminated for
reasons beyond the control of Shamrock and the Borrower.

              9.03  Dividends.  Holdings shall not, and shall not permit any of
its Subsidiaries to, authorize, declare or pay any Dividends with respect to
Holdings or any of its Subsidiaries except that:

              (i)    any Subsidiary of the Borrower may pay Dividends to the
       Borrower or any Wholly-Owned Subsidiary of the Borrower;

              (ii)   the Borrower may pay cash Dividends to Holdings for the
       purpose of paying, so long as all proceeds thereof are promptly used by
       Holdings to pay, its operating expenses incurred in the ordinary course
       of business and other corporate overhead costs and expenses (including,
       without limitation, legal and accounting expenses and similar expenses)
       in a maximum principal amount of $2,000,000 per annum;

              (iii)  Holdings may pay cash Dividends, and the Borrower may pay
       cash Dividends to Holdings to enable Holdings, to make payments (A) to
       pay management fees or executive compensation to the extent such
       management fees  or executive compensation are permitted by Section
       9.06(v) and (vi) and pursuant to the Monitoring and Oversight
       Agreements, to the extent permitted pursuant to Section 9.06(iv), (B) to
       repurchase Holdings Common Stock and/or options to purchase Holdings
       Common Stock held by (x) Dinetz pursuant to the Dinetz Employment
       Contract or (y) directors, executives, officers, members of management,
       or employees of Holdings, the Borrower or any of its Subsidiaries upon
       the exercise of options in accordance with the Employee Stock Option
       Plan, or (z) other stockholders of Holdings so long as the purpose of
       such purchase is to acquire Holdings Common Stock for reissuance to new
       employees





                                      -79-
<PAGE>   87
       of Holdings and its Subsidiaries to the extent so reissued within 12
       months of any such purchase so long as the aggregate amount of cash
       expended by Holdings pursuant to subclause (B) of this clause (iii)
       shall not exceed $2,500,000 in any fiscal year or $5,000,000 in the
       aggregate (plus the amount of cash proceeds paid by any new employee in
       consideration for reissuance of Holdings Common Stock repurchased by
       Holdings to the extent received by Holdings within 12 months following
       any such repurchase, minus the amount of cash paid in respect of
       Holdings Subordinated Notes permitted under Section 9.11(ii)) and (C) on
       the Holdings Subordinated Notes, to the extent permitted under Section
       9.11(ii), so long as in the case of subclauses (B) and (C) of this
       clause (iii), no Default or Event of Default exists or would result
       therefrom;

              (iv)   the Borrower may pay cash Dividends to Holdings for the
       purpose of paying, so long as all proceeds thereof are promptly used by
       Holdings to pay franchise taxes and federal, state and local income
       taxes and interest, and penalties with respect thereto, if any, payable
       by Holdings, provided that any refund shall be promptly returned by
       Holdings to the Borrower;

              (v)    the Borrower may pay cash Dividends to Holdings to enable
       Holdings to pay cash Dividends to redeem fractional shares of its common
       stock so long as the aggregate amount thereof does not exceed $5,000;

              (vi)   the Borrower may pay regularly scheduled Dividends on its
       Exchangeable Preferred Stock pursuant to the terms thereof solely
       through the issuance of additional shares of Exchangeable Preferred
       Stock;

              (vii)  so long as no Default or Event of Default then exists or
       would result therefrom, the Borrower may pay cash Dividends to Holdings
       for the purpose of paying, so long as all proceeds thereof are promptly
       used by Holdings to pay, regularly scheduled Dividends on its
       Convertible Preferred Stock; provided, that (x) the aggregate amount of
       cash Dividends paid pursuant to this clause (vii) shall not exceed 7%
       per annum of the original aggregate liquidation preference of the
       Convertible Preferred Stock in any fiscal year of the Borrower and (y)
       such payment of cash Dividends is permitted under the Series A
       Exchangeable Preferred Stock Documents, the Exchangeable Preferred Stock
       Documents and any other indenture, certificate of designation or other
       agreement which may restrict such payments;

              (viii) the Borrower may pay cash Dividends to Holdings for the
       purpose of making, so long as all proceeds thereof are promptly used by
       Holdings





                                      -80-
<PAGE>   88
       to make, cash payments in lieu of issuing fractional shares of Holdings
       Common Stock upon the conversion of the Convertible Preferred Stock in
       an aggregate amount not to exceed $150,000;

              (ix)   the Borrower may pay cash Dividends on its Exchangeable
       Preferred Stock in lieu of issuing fractional shares of Exchangeable
       Preferred Stock; and

              (x)    so long as (x) no Default or Event of Default then exists
       or would result therefrom, (y) the Leverage Ratio on the date of payment
       thereof is less than 4.00:1.00 and (z) such payment of cash Dividends is
       permitted under the indentures, certificates of designation and other
       agreements which may restrict such payments, the Borrower may pay
       regularly scheduled Dividends on its Series A Exchangeable Preferred
       Stock and Exchangeable Preferred Stock.

              9.04  Indebtedness.  Holdings will not, and will not permit any
of its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

              (i)    Indebtedness incurred pursuant to this Agreement and the
       other Credit Documents;

              (ii)   Indebtedness existing on the Restatement Effective Date
       shall be permitted to the extent the same is listed on Schedule VI, and
       extensions, replacements, refinancings or renewals thereof, provided
       that no such extension, replacement, refinancing or renewal shall
       increase the principal amount thereof;

              (iii)  so long as the Total Revolving Loan Commitment shall have
       been terminated and all Revolving Loans have been paid in full, at any
       time following the Revolving Loan Maturity Date, Indebtedness of the
       Borrower and its Subsidiaries in respect of unsecured revolving lines of
       credit in an aggregate principal amount not to exceed $50,000,000 at any
       time outstanding;

              (iv)   Indebtedness under Interest Rate Protection Agreements to
       the extent entered into pursuant to Section 9.05;

              (v)    Indebtedness evidenced by Capitalized Lease Obligations to
       the extent permitted pursuant to Section 9.07;

              (vi)   Indebtedness subject to Liens permitted under Section
       9.01(viii);





                                      -81-
<PAGE>   89
              (vii)  Indebtedness of Holdings not to exceed $2,000,000 at any
       time outstanding evidenced by subordinated notes in form and upon terms
       reasonably satisfactory to the Managing Agent (the "Holdings
       Subordinated Notes") issued to effectuate the stock repurchases
       described in Section 9.03(iii);

              (viii) Indebtedness (x) of the Borrower evidenced by the Existing
       Senior Subordinated Notes in an aggregate principal amount not to exceed
       $260,000,000 and (y) arising under guaranties by the Subsidiaries of the
       Borrower of the obligations of the Borrower under the Existing Senior
       Subordinated Notes;

              (ix)   additional Indebtedness of the Borrower and its
       Subsidiaries not otherwise permitted under this Section 9.04 not to
       exceed $5,000,000 in aggregate principal amount outstanding at any time;

              (x)    Contingent Obligations of the Borrower or any Subsidiary
       as a guarantor of the lessee under any lease pursuant to which the
       Borrower or a Subsidiary is the lessee so long as such lease is
       otherwise permitted hereunder;

              (xi)   intercompany Indebtedness of any Wholly-Owned Subsidiary
       of Holdings owing to the Borrower or any other Wholly-Owned Subsidiary
       of Holdings, or of the Borrower owing to any Wholly-Owned Subsidiary of
       Holdings, to the extent permitted by Section 9.05(xi);

              (xii)  as long as no Default or Event of Default then exists or
       would arise therefrom, with the consent of the Total Supermajority
       Banks, the Borrower may exchange all of the Series A Exchangeable
       Preferred Stock into the Old Junior Exchange Debentures in accordance
       with the terms of the Series A Exchangeable Preferred Stock Documents;

              (xiii) so long as no Default or Event of Default then exists or
       would arise therefrom, with the consent of the Total Supermajority
       Banks, the Borrower may exchange all of the Exchangeable Preferred Stock
       into the New Junior Exchange Debentures in accordance with the terms of
       the Exchangeable Preferred Stock Documents;

              (xiv)  so long as (i) the Borrower shall have delivered a
       certificate of an Authorized Officer of the Borrower to the effect that,
       to the best of such officer's knowledge, (x) no Default or Event of
       Default has occurred and is continuing (or would result from the
       incurrence of the additional Indebtedness contemplated by this clause
       9.04 (xiv)), and (y) all representations and warranties





                                      -82-
<PAGE>   90
       herein or in any other Credit Document are true and correct in all
       material respects with the same effect as if these representations and
       warranties had been made on the date of the incurrence of Indebtedness
       contemplated by this clause 9.04(xiv) (it being understood and agreed
       that any representation or warranty which by its terms is made as of a
       specified date shall be required to be true and correct in all material
       respects only as of such specified date) and (ii) new Notes and other
       documentation necessary to incur such Indebtedness are delivered in form
       and substance satisfactory to the Managing Agent pursuant to Sections
       13.04 and 13.12, then the Borrower may increase the Total Revolving Loan
       Commitment, in whole or in part, by an amount not to exceed $200,000,000
       in the aggregate with the consent of the Banks providing such additional
       amount (and no other Banks);

              (xv)   (A) unsecured Indebtedness of the Borrower and its
       Subsidiaries owing to the seller in any acquisition permitted pursuant
       to Section 9.02(ix), (xiv) and (xv) in an aggregate principal amount not
       to exceed $15,000,000 at any time outstanding or (B) Indebtedness of the
       Borrower and its Subsidiaries assumed in connection with any such
       acquisition of an asset securing such Indebtedness in an aggregate
       principal amount not to exceed $15,000,000 at any time outstanding,
       provided that such Indebtedness was not incurred in connection with, or
       in anticipation or contemplation of, such acquisition;

              (xvi)  Contingent Obligations of the Borrower or any of its
       Subsidiaries (other than License Subsidiary) as a guarantor of
       Indebtedness permitted pursuant to Section 9.04(ii) existing on the
       Restatement Effective Date and extensions, replacements, refinancings
       and renewals thereof, provided that no such extension, replacement,
       refinancing or renewal shall (x) amend, modify or supplement the
       subordination provisions, if any, contained in such guaranty in a manner
       adverse to interests of the Banks or (y) increase the principal amount
       of such Indebtedness guaranteed by the original guaranty; and

              (xvii) guarantees (other than guarantees of Indebtedness (other
       than Capitalized Lease Obligations)) made in the ordinary course of
       business, provided that such guarantees could not, individually or in
       the aggregate, have a material adverse effect on the business,
       operations, property, assets, liabilities, condition (financial or
       otherwise) or prospects of the Borrower or of Holdings and its
       Subsidiaries taken as a whole.

              Notwithstanding anything to the contrary contained in this
Agreement, in no event shall the License Subsidiary contract, create, incur,
assume or suffer to





                                      -83-
<PAGE>   91
exist any Indebtedness (other than the Indebtedness incurred pursuant to the
Subsidiary Guaranty).

              9.05  Advances, Investments and Loans.  Holdings will not, and
will not permit any of its Subsidiaries to, directly or indirectly, lend money
or credit or make advances to any Person, or purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, any other Person, or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, or hold any
cash or Cash Equivalents, except that the following shall be permitted:

              (i)    the Borrower and its Subsidiaries may acquire and hold
       accounts receivables owing to any of them, if created or acquired in the
       ordinary course of business and payable or dischargeable in accordance
       with customary terms;

              (ii)   the Borrower and its Subsidiaries may acquire and hold
       cash and Cash Equivalents, provided that during any time that Revolving
       Loans of Non-Defaulting Banks are outstanding, the aggregate amount of
       cash and Cash Equivalents permitted to be held by the Borrower and its
       Subsidiaries shall not exceed $5,000,000 for any period of five
       consecutive days (exclusive of any cash held by the Borrower (x) from
       proceeds of the New Stock that were contributed to the Borrower by
       Holdings to the extent such proceeds are used to redeem Existing Senior
       Subordinated Notes in accordance with Section 4.02(c), (y) pursuant to
       an earnest money escrow account to the extent such account is permitted
       by Section 9.01(xviii) and (z) from proceeds of the Detroit Disposition
       that are placed in escrow for purposes of effecting the OmniAmerica
       Transaction);

              (iii)  the Borrower and its Subsidiaries may make loans and
       advances in the ordinary course of business to their respective
       officers, directors and employees so long as the aggregate principal
       amount thereof at any time outstanding (determined without regard to any
       write-downs or write-offs of such loans and advances) shall not exceed
       $1,000,000;

              (iv)   the Borrower may enter into Interest Protection Agreements
       on terms reasonably satisfactory to the Managing Agent;

              (v)    Holdings may repurchase Holdings Common Stock to the
       extent permitted by Section 9.03;





                                      -84-
<PAGE>   92
              (vi)   Holdings and any of its Subsidiaries may make investments
       in accordance with Section 4.02(e) (including investments necessary to
       form Subsidiaries under Section 9.15);

              (vii)  promissory notes and other similar non-cash consideration
       received by the Borrower and its Subsidiaries in connection with
       dispositions permitted by Section 9.02 so long as the aggregate
       principal amount thereof does not exceed $1,000,000 at any one time
       outstanding;

              (viii) the Borrower and its Subsidiaries may acquire and own
       investments (including debt obligations) received in connection with the
       bankruptcy or reorganization of suppliers and customers and in
       settlement of delinquent obligations of, and other disputes with,
       customers and suppliers arising in the ordinary course of business;

              (ix)   investments by the Borrower in any Wholly-Owned
       Subsidiary;

              (x)    investments by the Borrower and its Subsidiaries
       consisting of the reinvestment of Excess Cash Flow for the relevant
       Excess Cash Payment Period to the extent (v) not required to be applied
       to repay the Loans pursuant to Section 4.02(f), (w) not used to prepay
       Holdings Subordinated Notes pursuant to Section 9.11(ii), (x) not used
       to make Capital Expenditures pursuant to Section 9.07(c)(iii), (y) not
       used to make acquisitions pursuant to Section 9.02(xv) and (z) such
       investments (other than investments resulting in the ownership by the
       Borrower and/or its Subsidiaries of 100% of the capital stock of the
       Person in which such investment is made) in an aggregate principal
       amount not to exceed $10,000,000;

              (xi)   any Wholly-Owned Subsidiary may make intercompany loans
       and advances to the Borrower or any Wholly-Owned Subsidiary and the
       Borrower may make intercompany loans and advances to any Wholly-Owned
       Subsidiary, provided that if such intercompany loans are evidenced by an
       intercompany promissory note, such note is pledged by the Borrower or
       such Wholly-Owned Subsidiary as Collateral pursuant to the applicable
       Pledge Agreement;

              (xii)  in addition to investments permitted by clauses (i)
       through (xi) of this Section 9.05, the Borrower and its Subsidiaries may
       make additional loans, advances and investments in an aggregate
       principal amount not to exceed $2,500,000 at any time outstanding;





                                      -85-
<PAGE>   93
              (xiii) investments by the Borrower or any of its Subsidiaries to
       the extent permitted by Section 9.07;

              (xiv)  advances, loans and investments made by the Borrower and
       its Subsidiaries in existence on the Restatement Effective Date and set
       forth on Schedule VIII shall be permitted, without giving effect to any
       additions thereto or replacements thereof; and

              (xv)   guarantees of Indebtedness made by the Borrower or any of
       its Subsidiaries to the extent otherwise permitted by Section 9.04.

              9.06  Transactions with Affiliates.  Holdings will not, and will
not permit any of its Subsidiaries to enter into any transaction or series of
related transactions, whether or not in the ordinary course of business, with
any Affiliate of Holdings or any of its Subsidiaries, other than in the
ordinary course of business and on terms and conditions substantially as
favorable to Holdings or such Subsidiary as would reasonably be obtained by
Holdings or such Subsidiary at that time in a comparable arm's-length
transaction with a Person other than an Affiliate, except that:

              (i)    Dividends may be paid to the extent provided in Section
       9.03;

              (ii)   loans may be made and other transactions may be entered
       into by the Borrower and its Subsidiaries to the extent permitted by
       Sections 9.02, 9.04 and 9.05;

              (iii)  customary fees may be paid to non-officer directors of
       Holdings;

              (iv)   Holdings or to the extent not paid by Holdings, the
       Borrower may pay to Hicks, Muse & Co. Partners, L.P., its Affiliates or
       any successor thereto controlled by Jack D. Furst, Charles W. Tate,
       Thomas O. Hicks and/or John R. Muse, the amounts set forth in the
       Amended and Restated Financial Monitoring and Oversight Agreement dated
       as of January 1, 1996, among Holdings, the Borrower and Hicks, Muse &
       Co. Partners, L.P. and the Financial Advisory Agreement dated as of
       January 1, 1996 among HM2/Management Partners L.P., the Company and
       Holdings in the form delivered to the Banks on or prior to the
       Restatement Effective Date, as it may be modified thereafter but without
       giving effect to any modifications thereto which in any way adversely
       affects the interests of the Banks (including, without limitation, by
       increasing in any respect the costs or liabilities of Holdings or any of
       its Subsidiaries) without the consent of the Managing Agent and the
       Required Banks ("the Monitoring and Oversight Agreements");





                                      -86-
<PAGE>   94
              (v)    Holdings and its Subsidiaries may enter into and make
       payments pursuant to employment arrangements with executive officers and
       senior management employees in the ordinary course of business;

              (vi)   Holdings and its Subsidiaries may make payments pursuant
       to employment agreements existing on the Restatement Effective Date;

              (vii)  Holdings and its Subsidiaries may make payments pursuant
       to the Tax Sharing Agreements;

              (viii) The Borrower and the License Subsidiary may maintain their
       present Operating Agreements;

              (ix)   Holdings may make capital contributions to the Borrower;
       and

              (x)    customary fees and reimbursement of expenses may be paid
       to directors of Holdings.

              Except as specifically provided above, no management or similar
fees shall be paid or payable by Holdings or any of its Subsidiaries to any
Person other than the Borrower.

              9.07  Capital Expenditures.  (a)  Holdings will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
during any fiscal period set forth below (taken as one accounting period) the
Borrower and its Subsidiaries may make Capital Expenditures so long as the
aggregate amount of such Capital Expenditures made under this Section 9.07(a)
does not exceed in any period set forth below the amount set forth opposite
such period below:

<TABLE>
<CAPTION>
                Period                                   Amount
                ------                                   ------
       <S>                                             <C>
       Restatement Effective Date to                   $6,500,000
       and including the last day
       of the Fiscal Year ending
       December 31, 1997

       Fiscal Year ending                              $7,000,000
       December 31, 1998

       Fiscal Year ending                              $7,500,000
       December 31, 1999

       Fiscal Year ending                              $8,000,000
       December 31, 2000

       Fiscal Year ending                              $8,500,000
       December 31, 2001

       Fiscal Year ending                              $9,000,000
       December 31, 2002

       January 1, 2003 to and including                $1,000,000
       the Term Loan Maturity Date
</TABLE>





                                      -87-
<PAGE>   95
              (b)  Notwithstanding anything to the contrary contained in clause
(a) above, (x) to the extent that the Capital Expenditures made by the Borrower
and its Subsidiaries in any period set forth in clause (a) above are less than
the amount permitted to be made in such period (without giving effect to any
additional amount available as a result of this clause (b) or clause (c)
below), the amount of such difference may be carried forward and used to make
Capital Expenditures in the immediately succeeding fiscal year of the Borrower
and (y) to the extent that the Capital Expenditures made by the Borrower and
its Subsidiaries in fiscal year 1996 are less than the amount permitted to be
made in such fiscal year pursuant to Section 9.07(a) of the Original Credit
Agreement (without giving effect to any additional amounts available as a
result of clause (b) or clause (c) of Section 9.07 thereunder), the amount of
such difference may be carried forward and used to make Capital Expenditures in
fiscal year 1997.

              (c)  In addition to the Capital Expenditures permitted pursuant
to preceding clauses (a) and (b), the Borrower and its Subsidiaries may make
additional Capital Expenditures consisting of (i) the reinvestment of Net Sale
Proceeds of asset sales not required to be applied to prepay the Loans pursuant
to Section 4.02(e) as a result of clauses (ii) or (v) of the first
parenthetical phrase contained therein, or as a result of the proviso contained
in Section 4.02(e), (ii) the reinvestment of proceeds of Recovery Events not
required to be applied to repay the Loans pursuant to Section 4.02(g) and (iii)
the reinvestment of the amounts of Excess Cash Flow (w) not required to be
applied to repay the Loans pursuant to Section 4.02(f), (x) not used to prepay
the Holdings Subordinated Notes pursuant to Section 9.11(ii), (y) not used to
make acquisition pursuant to Section 9.02(xv) or (z) not used to make
investments pursuant to Section 9.05(x).





                                      -88-
<PAGE>   96
              9.08  Maximum Leverage Ratio.  Holdings will not permit the
Leverage Ratio at any time during a period set forth below to be greater than
the ratio set forth opposite such period below:

<TABLE>
<CAPTION>
              Period                                        Ratio
              ------                                        -----
<S>                                                        <C>
Fiscal quarter ended June 30, 1997                         6.25 to 1
Fiscal quarter ended September 30, 1997                    5.75 to 1
Fiscal quarter ended December 31, 1997                     5.50 to 1

Fiscal quarter ended March 31, 1998                        4.25 to 1
Fiscal quarter ended June 30, 1998                         3.95 to 1
Fiscal quarter ended September 30, 1998                    3.65 to 1
Fiscal quarter ended December 31, 1998                     3.30 to 1

Fiscal quarter ended March 31, 1999                        3.10 to 1
Fiscal quarter ended June 30, 1999                         3.00 to 1
Fiscal quarter ended September 30, 1999                    3.00 to 1
Fiscal quarter ended December 31, 1999                     3.00 to 1

Fiscal quarter ended March 31, 2000                        3.00 to 1
Fiscal quarter ended June 30, 2000                         3.00 to 1
Fiscal quarter ended September 30, 2000                    3.00 to 1
Fiscal quarter ended December 31, 2000                     3.00 to 1

Fiscal quarter ended March 31, 2001                        3.00 to 1
Fiscal quarter ended June 30, 2001                         3.00 to 1
Fiscal quarter ended September 30, 2001                    3.00 to 1
Fiscal quarter ended December 31, 2001                     3.00 to 1

Fiscal quarter ended March 31, 2002                        3.00 to 1
Fiscal quarter ended June 30, 2002                         3.00 to 1
Fiscal quarter ended September 30, 2002                    3.00 to 1
Fiscal quarter ended December 31, 2002                     3.00 to 1

Fiscal quarter ended March 31, 2003                        3.00 to 1
Fiscal quarter ended June 30, 2003                         3.00 to 1
Fiscal quarter ended September 30, 2003                    3.00 to 1
Fiscal quarter ended December 31, 2003                     3.00 to 1
</TABLE>





                                      -89-
<PAGE>   97
              9.09  Minimum Consolidated EBITDA.  Holdings will not permit
Consolidated EBITDA for any period of four consecutive fiscal quarters (or, if
shorter, the period beginning on the Restatement Effective Date and ending on
the last day of a fiscal quarter ended thereafter), in each case taken as one
accounting period, ended on the last day of any fiscal quarter set forth below
to be less than the amount set forth opposite such fiscal quarter below:

<TABLE>
<CAPTION>
       Fiscal Quarter                                        Amount
       --------------                                        ------
<S>                                                       <C>
Fiscal quarter ended June 30, 1997                        $ 25,200,000
Fiscal quarter ended September 30, 1997                   $ 50,500,000
Fiscal quarter ended December 31, 1997                    $ 80,800,000

Fiscal quarter ended March 31, 1998                       $104,300,000
Fiscal quarter ended June 30, 1998                        $108,400,000
Fiscal quarter ended September 30, 1998                   $112,500,000
Fiscal quarter ended December 31, 1998                    $117,400,000

Fiscal quarter ended March 31, 1999                       $119,700,000
Fiscal quarter ended June 30, 1999                        $122,700,000
Fiscal quarter ended September 30, 1999                   $125,700,000
Fiscal quarter ended December 31, 1999                    $129,200,000

Fiscal quarter ended March 31, 2000                       $131,600,000
Fiscal quarter ended June 30, 2000                        $134,600,000
Fiscal quarter ended September 30, 2000                   $137,500,000
Fiscal quarter ended December 31, 2000                    $141,100,000

Fiscal quarter ended March 31, 2001                       $143,100,000
Fiscal quarter ended June 30, 2001                        $145,600,000
Fiscal quarter ended September 30, 2001                   $148,000,000
Fiscal quarter ended December 31, 2001                    $151,000,000

Fiscal quarter ended March 31, 2002                       $153,100,000
Fiscal quarter ended June 30, 2002                        $155,800,000
Fiscal quarter ended September 30, 2002                   $158,500,000
Fiscal quarter ended December 31, 2002                    $161,700,000
Fiscal quarter ended March 31, 2003                       $164,000,000
Fiscal quarter ended June 30, 2003                        $166,900,000
Fiscal quarter ended September 30, 2003                   $169,700,000
Fiscal quarter ended December 31, 2003                    $173,200,000
</TABLE>





                                      -90-
<PAGE>   98
              9.10  Consolidated EBITDA to Consolidated Net Cash Interest
Expense.  Holdings will not permit the ratio of Consolidated EBITDA to
Consolidated Net Cash Interest Expense for any period of four consecutive
fiscal quarters (or, if shorter, the period beginning on the Restatement
Effective Date and ending on the last day of a fiscal quarter ended
thereafter), in each case taken as one accounting period, ended on the last day
of any fiscal quarter set forth below to be less than the amount set forth
opposite such fiscal quarter below:

<TABLE>
<CAPTION>
       Fiscal Quarter                                       Ratio
       --------------                                       -----
<S>                                                        <C>
Fiscal quarter ended June 30, 1997                         2.00 to 1
Fiscal quarter ended September 30, 1997                    2.00 to 1
Fiscal quarter ended December 31, 1997                     2.25 to 1

Fiscal quarter ended March 31, 1998                        2.45 to 1
Fiscal quarter ended June 30, 1998                         2.60 to 1
Fiscal quarter ended September 30, 1998                    2.80 to 1
Fiscal quarter ended December 31, 1998                     3.00 to 1

Fiscal quarter ended March 31, 1999                        3.15 to 1
Fiscal quarter ended June 30, 1999                         3.35 to 1
Fiscal quarter ended September 30, 1999                    3.60 to 1
Fiscal quarter ended December 31, 1999                     3.85 to 1

Fiscal quarter ended March 31, 2000                        4.00 to 1
Fiscal quarter ended June 30, 2000                         4.00 to 1
Fiscal quarter ended September 30, 2000                    4.00 to 1
Fiscal quarter ended December 31, 2000                     4.00 to 1

Fiscal quarter ended March 31, 2001                        4.00 to 1
Fiscal quarter ended June 30, 2001                         4.00 to 1
Fiscal quarter ended September 30, 2001                    4.00 to 1
Fiscal quarter ended December 31, 2001                     4.00 to 1

Fiscal quarter ended March 31, 2002                        4.00 to 1
Fiscal quarter ended June 30, 2002                         4.00 to 1
Fiscal quarter ended September 30, 2002                    4.00 to 1
Fiscal quarter ended December 31, 2002                     4.00 to 1

Fiscal quarter ended March 31, 2003                        4.00 to 1
Fiscal quarter ended June 30, 2003                         4.00 to 1
Fiscal quarter ended September 30, 2003                    4.00 to 1
Fiscal quarter ended December 31, 2003                     4.00 to 1
</TABLE>





                                      -91-
<PAGE>   99
              9.11  Limitation on Modifications of Certificate of
Incorporation, By-Laws and Certain Other Agreements; Limitations of Prepayments
and Modifications of Indebtedness; etc.  Holdings will not, and will not permit
any of its Subsidiaries to (i)

make (or give any notice with respect of) any voluntary or optional payment or
prepayment on or redemption or acquisition for value of (including, without
limitation, by way of depositing with the trustee with respect thereto money or
securities before due for the purpose of paying when due), after the issuance
thereof, any Old Junior Exchange Debentures, New Junior Exchange Debentures or
any Existing Senior Subordinated Notes, (ii) make any cash payments whatsoever
in respect of Holdings Subordinated Notes issued pursuant to Section 9.04(vii)
unless the aggregate amount of such payments made in respect of such Holdings
Subordinated Notes, when added to the aggregate amount of Dividends theretofore
paid pursuant to Section 9.03(iii)(B), do not exceed $2,500,000 in any fiscal
year or $5,000,000 in the aggregate (plus the amount of cash proceeds paid by
any new employee in consideration for reissuance of Holdings Common Stock
repurchased by Holdings to the extent received by Holdings within six months
following any such repurchase), (iii) amend or modify, or permit the amendment
or modification of any provision of the foregoing Indebtedness (including,
without limitation, the Existing Senior Subordinated Note Documents), the
Series A Exchangeable Preferred Stock Documents (including as relating to the
Old Junior Exchange Debentures), the Exchangeable Preferred Stock Documents
(including as relating to the New Junior Exchange Debentures), the Tax Sharing
Agreement, the Detroit Disposition Documents, the SFX Exchange Documents, the
OmniAmerica Purchase Agreement or the American Radio Exchange Documents (other
than in the case of the Tax Sharing Agreement, the Detroit Disposition
Documents, the SFX Exchange Documents, the OmniAmerica Purchase Agreement and
the American Radio Exchange Documents, in a manner not reasonably likely to be
materially adverse to the interest of the Banks) or (iv) amend, modify or
change its Certificate of Incorporation (including, without limitation, by the
filing or modification of any certificate of designation) or By-Laws, or any
agreement entered into by it, as the case may be, with respect to its capital
stock (including any Stockholders' Agreement), or enter into any new





                                      -92-
<PAGE>   100
agreement with respect to its capital stock, other than any amendments,
modifications or changes pursuant to this clause or any such new agreements
which do not in any way adversely affect the interests of the Banks.

              9.12  Limitation on Certain Restrictions on Subsidiaries.
Holdings will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any such Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by Borrower or any Subsidiary of
the Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of
the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of
the Borrower or (c) transfer any of its properties or assets to the Borrower or
any Subsidiary of the Borrower, except for such encumbrances or restrictions
existing under or by reason of (i) applicable law, (ii) this Agreement, the
other Credit Documents and the Colfax Acquisition Documents, (iii) customary
provisions restricting subletting or assignment of any lease governing a
leasehold interest of the Borrower or any Subsidiary of the Borrower, (iv)
customary provisions restricting assignment of any licensing agreement entered
into by the Borrower or any Subsidiary of the Borrower in the ordinary course
of business and (v) customary restrictions in any industrial revenue bond,
purchase money financing, capital lease or any other agreement permitted by
this Agreement.

              9.13  Limitation on Issuance of Capital Stock.  (a) Holdings will
not issue (i) any preferred stock or (ii) any class of redeemable common stock,
other than the Convertible Preferred Stock and Permitted Issuances.

              (b)  The Borrower will not issue, or permit any of its
Subsidiaries to issue, any capital stock (including by way of sales of treasury
stock) or any options or warrants to purchase, or securities convertible into,
capital stock, except (i) for transfers and replacements of then outstanding
shares of capital stock, (ii) for stock splits, stock dividends and similar
issuances which do not decrease the percentage ownership of Holdings or any of
its Subsidiaries in any class of the capital stock of the Borrower or such
Subsidiary, (iii) to qualify directors to the extent required by applicable
law, (iv) the Borrower may issue additional shares of common stock to Holdings,
so long as all such shares are immediately delivered to the Collateral Agent
and pledged pursuant to the Amended and Restated Holdings Pledge Agreement, (v)
Series A Exchangeable Preferred Stock, provided that the Borrower may not
exchange the Series A Exchangeable Preferred Stock for Old Junior Exchange
Debentures other than in accordance with Section 9.04(xii), (vi) Exchangeable
Preferred Stock, provided that the Borrower may not exchange the Exchangeable
Preferred Stock for New Junior Exchange





                                      -93-
<PAGE>   101
Debentures other than in accordance with Section 9.04(xiii), and (vii) in
connection with the creation of Subsidiaries of the Borrower in compliance with
Section 9.15.

              9.14  Business.  (a)  Holdings shall engage in no types of
business and shall have no assets or liabilities, other than its ownership of
the capital stock of the Borrower and liabilities incident thereto, and
liabilities expressly permitted under this Agreement.

              (b)  The Borrower will not, and will not permit any of its
Subsidiaries to, engage (directly or indirectly) in any business other than the
type of business in which the Borrower and its Subsidiaries are engaged on the
Restatement Effective Date and reasonable extensions thereof.

              (c)  Chancellor Broadcasting Licensee shall engage in no business
activities and have no assets or liabilities, other than the holding of certain
of the FCC Licenses and its operations pursuant to Operating Agreements with
the Borrower and liabilities incident thereto.

              9.15  Limitation on Creation of Subsidiaries.  Holdings shall not
and will not permit any Subsidiary to establish, create or acquire any
additional Subsidiaries after the Restatement Effective Date without the prior
written consent of the Required Banks, except that the Borrower may create or
otherwise acquire new Subsidiaries in connection with the acquisition of
Stations in compliance with Sections 4.02(e), 9.02(ix), 9.02(xiv), 9.02(xv),
9.05(x) or 9.05(xii).

              9.16  No Other Designated Senior Debt.  Holdings will not, and
will not permit any Subsidiary to, create or permit the creation after the
Restatement Effective Date of, any class of "Designated Senior Debt," or any
Indebtedness with similar rights, including pursuant to clause (ii) of the
definition of "Designated Senior Debt" appearing in the Existing Senior
Subordinated Note Indentures, the Old Junior Exchange Debenture Indenture or
the New Junior Exchangeable Debenture Indenture.

              SECTION 10.  Events of Default.  Upon the occurrence of any of
the following specified events (each an "Event of Default"):

              10.01  Payments.  The Borrower shall (i) default in the payment
when due of any principal of any Loan or any Note or (ii) default, and such
default shall continue unremedied for three or more Business Days, in the
payment when due of any Unpaid Drawings or interest on any Loan or Note, or any
Fees or any other amounts owing hereunder, thereunder or under any other Credit
Document; or





                                      -94-
<PAGE>   102
              10.02  Representations, etc.  Any representation, warranty or
statement made by any Credit Party herein or in any other Credit Document or in
any certificate delivered pursuant hereto or thereto shall prove to be untrue
in any material respect on the date as of which made or deemed made; or

              10.03  Covenants.  Holdings or the Borrower shall (i) default in
the due performance or observance by it of any term, covenant or agreement
contained in Section 8.01(g)(i), 8.07, 8.11, 8.12, 8.13 or Section 9 or (ii)
default in the due performance or observance by it of any other term, covenant
or agreement contained in this Agreement (other than as described in Section
10.01, 10.02 or 10.03(i)), and such default shall continue unremedied for a
period of 30 days after written notice to the Borrower by the Managing Agent or
any Bank; or

              10.04  Default Under Other Agreements.  Holdings or any of its
Subsidiaries shall (i) default in any payment of any Indebtedness (other than
the Obligations) beyond the period of grace, if any, provided in the instrument
or agreement under which such Indebtedness was created or (ii) default in the
observance or performance of any agreement or condition relating to any
Indebtedness (other than the Obligations) or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause
(determined without regard to whether any notice is required), any such
Indebtedness to become due prior to its stated maturity, or (iii) any
Indebtedness (other than the Obligations) of Holdings or any of its
Subsidiaries shall be declared to be due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof, provided that (x) it shall not be a Default or Event of
Default under this Section 10.04 unless the aggregate principal amount of all
Indebtedness as described in preceding clauses (i) through (iii), inclusive, is
at least $1,500,000; or

              10.05  Bankruptcy, etc.  Holdings or any of its Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled "Bankruptcy," as now or hereafter in effect, or any
successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced
against Holdings or any of its Subsidiaries and the petition is not
controverted within 10 days, or is not dismissed within 60 days, after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) is
appointed for, or takes charge of, all or substantially all of the property of
Holdings or any of its Subsidiaries, or Holdings or any of its Subsidiaries
commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction whether now or hereafter in effect relating
to Holdings or any of its





                                      -95-
<PAGE>   103
Subsidiaries, or there is commenced against Holdings or any of its Subsidiaries
any such proceeding which remains undismissed for a period of 60 days, or
Holdings or any of its Subsidiaries is adjudicated insolvent or bankrupt; or
any order of relief or other order approving any such case or proceeding is
entered; or Holdings or any of its Subsidiaries suffers any appointment of any
custodian or the like for it or any substantial part of its property to
continue undischarged or unstayed for a period of 60 days; or Holdings or any
of its Subsidiaries makes a general assignment for the benefit of creditors; or
any corporate action is taken by Holdings or any of its Subsidiaries for the
purpose of effecting any of the foregoing; or

              10.06  ERISA.  (a)  Any Plan shall fail to satisfy the minimum
funding standard required for any plan year or part thereof or a waiver of such
standard or extension of any amortization period is sought or granted under
Section 412 of the Code, any Plan shall have had or, in the reasonable opinion
of the Required Banks, is likely to have a trustee appointed to administer such
Plan, any Plan is, shall have been or is likely to be terminated or to be the
subject of termination proceedings under ERISA, any Plan shall have an Unfunded
Current Liability, a contribution required to be made to a Plan has not been
made, Holdings, the Borrower or any of their respective Subsidiaries or any
ERISA Affiliate has incurred or is likely to incur a liability to or on account
of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201,
4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code, or
Holdings, the Borrower or any of their respective Subsidiaries has incurred or
is likely to incur liabilities pursuant to one or more employee welfare benefit
plans (as defined in Section 3(1) of ERISA) which provide benefits to retired
employees or other former employees (other than as required by Section 601 of
ERISA) or employee pension benefit plans (as defined in Section 3(2) of ERISA);
(b) there shall result from any such event or events the imposition of a lien,
the granting of a security interest, or a liability or a material risk of
incurring a liability; and in each case in clauses (a) and (b) above, such
lien, security interest or liability, in the reasonable opinion of the Required
Banks, will have a material adverse effect upon the business, operations,
property, assets, liabilities or condition (financial or otherwise) of
Holdings, the Borrower or of Holdings and its Subsidiaries taken as a whole; or

              10.07  Security Documents.  At any time after the execution and
delivery thereof, any of the Security Documents shall cease to be in full force
and effect, or shall cease in any material respect to give the Collateral Agent
for the benefit of the Secured Creditors the Liens, rights, powers and
privileges purported to be created thereby (including, without limitation, a
perfected security interest in, and Lien on, all of the Collateral), in favor
of the Collateral Agent, superior to and prior to the rights of all third
Persons (except as permitted by Section 9.01), and subject to no other Liens
(except as permitted by Section 9.01), or any Credit Party shall default in the
due





                                      -96-
<PAGE>   104
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to any of the Security Documents and such
default shall continue beyond any grace period specifically applicable thereto
pursuant to the terms of such Security Document; or

              10.08  Guaranty.  Any Guaranty or any provision thereof shall
cease to be in full force or effect as to the relevant Guarantor or other party
thereunder (other than in accordance with the express terms thereof) or any
Guarantor or other party thereunder or Person acting by or on behalf of such
Guarantor or such party shall deny or disaffirm such Guarantor's or such
party's obligations under the relevant Guaranty, or any Guarantor or such party
shall default in the due performance or observance of any term, covenant or
agreement on its part to be performed or observed pursuant to any Guaranty; or

              10.09  Judgments.  One or more judgments or decrees shall be
entered against Holdings or any of its Subsidiaries involving in the aggregate
for Holdings and its Subsidiaries a liability (not paid or fully covered by a
reputable and solvent insurance company) and such judgments and decrees either
shall be final and non-appealable or shall not be vacated, discharged or stayed
or bonded pending appeal for any period of 60 consecutive days, and the
aggregate amount of all such judgments exceeds $2,000,000; or

              10.10  Change of Ownership.  A Change of Ownership shall occur;
or

              10.11  Environmental Matters.  At any time after the execution
and delivery thereof, the Amended and Restated Environmental Indemnity
Agreement or any provision thereof shall cease to be in full force or effect as
to Holdings or any of its Subsidiaries, or Holdings or any of its Subsidiaries
shall default in the due performance or observance of any term, covenant or
agreement on its part to be performed or observed pursuant to the Amended and
Restated Environmental Indemnity Agreement, and such default shall continue
unremedied for a period of 30 days after written notice to the Borrower by the
Managing Agent or any Bank;

then, and in any such event, and at any time thereafter, if any Event of
Default shall then be continuing, the Managing Agent, upon the written request
of the Required Banks, shall by written notice to the Borrower, take any or all
of the following actions, without prejudice to the rights of the Managing
Agent, any Bank or the holder of any Note to enforce its claims against any
Credit Party (provided that, if an Event of Default specified in Section 10.05
shall occur with respect to the Borrower, the result which would occur upon the
giving of written notice by the Managing Agent to the Borrower as specified in
clauses (i) and (ii) below shall occur automatically without the





                                      -97-
<PAGE>   105
giving of any such notice):  (i) declare the Total Commitments terminated,
whereupon all Commitments of each Bank shall forthwith terminate immediately
and any Commitment Commission shall forthwith become due and payable without
any other notice of any kind; (ii) declare the principal of and any accrued
interest in respect of all Loans and the Notes and all Obligations owing
hereunder and thereunder to be, whereupon the same shall become, forthwith due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each Credit Party; (iii) terminate any Letter
of Credit which may be terminated in accordance with its terms; (iv) direct the
Borrower to pay (and the Borrower agrees that upon receipt of such notice, or
upon the occurrence of an Event of Default specified in Section 10.05 with
respect to the Borrower, it will pay) to the Collateral Agent at the Payment
Office such additional amount of cash, to be held as security by the Collateral
Agent, as is equal to the aggregate Stated Amount of all Letters of Credit
issued for the account of the Borrower and then outstanding; (v) enforce, as
Collateral Agent, all of the Liens and security interests created pursuant to
the Security Documents and (vi) apply any cash collateral held pursuant to
Section 4.02 in satisfaction of the Obligations.

              SECTION 11.  Definitions and Accounting Terms.

              11.01  Defined Terms.  As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

              "Additional Collateral" shall mean all property (whether real or
personal) in which security interests are granted (or have been purported to be
granted) (and continue to be in effect at the time of determination) pursuant
to Section 8.12 (which shall in any event exclude any interest in the FCC
Licenses to the extent prohibited by applicable law).

              "Additional Mortgage" shall have the meaning provided in Section
8.12(b).

              "Additional Mortgaged Property" shall have the meaning provided
in Section 8.12(b).

              "Additional Security Documents" shall mean all mortgages, pledge
agreements, security agreements and other security documents entered into
pursuant to Section 8.12 with respect to Additional Collateral.





                                      -98-
<PAGE>   106
              "Adjusted Available Revolving Loan Commitment" for each Bank,
shall mean, at any time, such Bank's Revolving Loan Commitment less such Bank's
Adjusted RL Percentage of the Blocked Commitment, if any, at such time.

              "Adjusted Certificate of Deposit Rate" shall mean, on any day,
the sum (rounded to the nearest 1/100 of 1%) of (1) the rate obtained by
dividing (x) the most recent weekly average dealer offering rate for negotiable
certificates of deposit with a three-month maturity in the secondary market as
published in the most recent Federal Reserve System publication entitled
"Select Interest Rates," published weekly on Form H.15 as of the date hereof,
or if such publication or a substitute containing the foregoing rate
information shall not be published by the Federal Reserve System for any week,
the weekly average offering rate determined by the Managing Agent on the basis
of quotations for such certificates received by it from three certificate of
deposit dealers in New York of recognized standing or, if such quotations are
unavailable, then on the basis of other sources reasonably selected by the
Managing Agent, by (y) a percentage equal to 100% minus the stated maximum rate
of all reserve requirements as specified in Regulation D applicable on such day
to a three-month certificate of deposit of a member bank of the Federal Reserve
System in excess of $100,000 (including, without limitation, any marginal,
emergency, supplemental, special or other reserves), plus (2) the then daily
net annual assessment rate as estimated by the Managing Agent for determining
the current annual assessment payable by the Managing Agent to the Federal
Deposit Insurance Corporation for insuring three-month certificates of deposit.

              "Adjusted Consolidated Net Income" for any period shall mean
Consolidated Net Income for such period plus, without duplication, the sum of
the amount of all net non-cash charges (including, without limitation,
depreciation, amortization, deferred tax expense and non-cash interest expense,
but excluding any net non-cash charges reflected in Adjusted Consolidated
Working Capital) and net non-cash losses which were included in arriving at
Consolidated Net Income for such period less the sum of the amount of all net
non-cash gains (exclusive of such non-cash items reflected in Adjusted
Consolidated Working Capital) included in arriving at Consolidated Net Income
for such period.

              "Adjusted Consolidated Working Capital" at any time shall mean
Consolidated Current Assets (but excluding therefrom all cash and Cash
Equivalents) less Consolidated Current Liabilities.

              "Adjusted RL Percentage" shall mean (x) at a time when no Bank
Default exists, for each Bank, such Bank's RL Percentage and (y) at a time when
a Bank Default exists (i) for each Bank that is a Defaulting Bank, zero and
(ii) for each Bank that is a Non-Defaulting Bank, the percentage determined by
dividing in the case of





                                      -99-
<PAGE>   107
such Bank's RL Percentage, such Bank's Revolving Loan Commitment at such time
by the Adjusted Total Revolving Loan Commitment at such time, it being
understood that all references herein to Revolving Loan Commitments and the
Adjusted Total Revolving Loan Commitment at a time when the Total Revolving
Loan Commitment or Adjusted Total Revolving Loan Commitment, as the case may
be, has been terminated shall be references to the Revolving Loan Commitments
or Adjusted Total Revolving Loan Commitment, as the case may be, in effect
immediately prior to such termination, provided that (A) no Bank's Adjusted RL
Percentage shall change upon the occurrence of a Bank Default from that in
effect immediately prior to such Bank Default if after giving effect to such
Bank Default, and any repayment of Revolving Loans at such time pursuant to
Section 4.02(a) or otherwise, the sum of the aggregate outstanding principal
amount of Revolving Loans of all Non-Defaulting Banks plus the Letter of Credit
Outstandings, exceed the Adjusted Total Revolving Loan Commitment; (B) the
changes to the Adjusted RL Percentage that would have become effective upon the
occurrence of a Bank Default but that did not become effective as a result of
the preceding clause (A) shall become effective on the first date after the
occurrence of the relevant Bank Default on which the sum of the aggregate
outstanding principal amount of the Revolving Loans of all Non-Defaulting Banks
plus the Letter of Credit Outstandings is equal to or less than the Adjusted
Total Revolving Loan Commitment; and (C) if (i) a Non-Defaulting Bank's
Adjusted RL Percentage is changed pursuant to the preceding clause (B) and (ii)
any repayment of such Bank's Revolving Loans, or of Unpaid Drawings with
respect to Letters of Credit, that were made during the period commencing after
the date of the relevant Bank Default and ending on the date of such change to
its Adjusted RL Percentage must be returned to the Borrower as a preferential
or similar payment in any bankruptcy or similar proceeding of the Borrower,
then the change to such Non-Defaulting Bank's Adjusted RL Percentage effected
pursuant to said clause (B) shall be reduced to that positive change, if any,
as would have been made to its Adjusted RL Percentage if (x) such repayments
had not been made and (y) the maximum change to its Adjusted RL Percentage
would have resulted in the sum of the outstanding principal of Revolving Loans
made by such Bank plus such Bank's new Adjusted RL Percentage of the
outstanding principal amount of Letter of Credit Outstandings equalling such
Bank's Revolving Loan Commitment at such time.

              "Adjusted Total Available Revolving Loan Commitment" shall mean,
at any time, the Total Available Revolving Loan Commitment at such time less
the aggregate Revolving Loan Commitments of all Defaulting Banks at such time.

              "Adjusted Total Revolving Loan Commitment" shall mean at any time
the Total Revolving Loan Commitment less the aggregate Revolving Loan
Commitments of all Defaulting Banks.





                                     -100-
<PAGE>   108
              "Affected Eurodollar Loans" shall have the meaning provided in
Section 4.02(i).

              "Affiliate" shall mean, with respect to any Person, any other
Person (including for purposes of Section 9.06 only, all directors, officers
and partners of such Person) directly or indirectly controlling, controlled by,
or under direct or indirect common control with, such Person; provided,
however, that for purposes of Section 9.06, an Affiliate of Holdings shall
include any Person that directly or indirectly owns more than 10% of any class
of the capital stock of Holdings.  A Person shall be deemed to control another
Person if such Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of such other Person,
whether through the ownership of voting securities, by contract or otherwise.

              "Agents" shall mean the Managing Agent and each of Goldman Sachs
Credit Partners L.P., as documentation agent, and NationsBank, N.A., as
syndication Agent, so long as each remains a Bank.

              "Agreement" shall mean this Amended and Restated Credit
Agreement, as amended, modified, extended, renewed, replaced, restated or
supplemented from time to time.

              "Amended and Restated Borrower Pledge Agreement" shall have the
meaning provided in Section 5A.08(b).

              "Amended and Restated Borrower Security Agreement" shall have the
meaning provided in Section 5A.09.

              "Amended and Restated Environmental Indemnity Agreement" shall
have the meaning provided in Section 5A.11.

              "Amended and Restated Holdings Pledge Agreement" shall have the
meaning set forth in Section 5A.08(a).

              "Amended and Restated Holdings Security Agreement" shall have the
meaning provided in Section 5A.09.

              "Amended and Restated Pledge Agreements" shall mean the Amended
and Restated Holdings Pledge Agreement, the Amended and Restated Borrower
Pledge Agreement and the Amended and Restated Subsidiary Pledge Agreement.





                                     -101-
<PAGE>   109
              "Amended and Restated Security Agreements" shall mean and include
the Amended and Restated Holdings Security Agreement, the Amended and Restated
Borrower Security Agreement, the Amended and Restated Subsidiary Security
Agreement and any Additional Security Document delivered pursuant to Section
8.12.

              "Amended and Restated Subsidiary Guaranty" shall have the meaning
provided in Section 5A.07.

              "Amended and Restated Subsidiary Pledge Agreement" shall have the
meaning provided in Section 5A.08(c).

              "Amended and Restated Subsidiary Security Agreement" shall have
the meaning provided in Section 5A.09.

              "American Radio" shall mean American Radio Systems Corporation, a
Delaware corporation.

              "American Radio Exchange" shall mean the simultaneous exchange by
the Borrower of certain of the OmniAmerica Stations for certain radio stations
owned by American Radio in accordance with the terms and provisions of the
American Radio Exchange Documents.

              "American Radio Exchange Documents" shall mean the agreement,
dated as of July 31, 1996, between the Borrower and American Radio, as in
effect on the Restatement Effective Date, and all other agreements and
documents relating to the American Radio Exchange.

              "American Radio Station" shall mean KSTE (AM), Rancho Cordova,
California.

              "Applicable Margin" shall mean a percentage per annum equal to
(x) in the case of Base Rate Loans, 1.125% and (y) in the case of Eurodollar
Loans, 2.125%, reduced in each case by the applicable Interest Reduction
Discount.

              "Asset Swapped Station" shall have the meaning provided in
Section 9.02(ix).

              "Asset Target Station" shall have the meaning provided in Section
9.02(ix).





                                     -102-
<PAGE>   110
              "Assignment and Assumption Agreement" shall mean the Assignment
and Assumption Agreement substantially in the form of Exhibit L (appropriately
completed).

              "Authorized Officer" of any Credit Party shall mean any of the
Chairman of the Board, the President, the Chief Executive Officer, any Vice
President, the Treasurer, the Secretary, any Assistant Secretary, any Assistant
Treasurer, the Chief Financial Officer or the Controller of such Credit Party
or any other officer of such Credit Party which is designated in writing to the
Managing Agent and the Issuing Bank or any of the foregoing officers of such
Credit Party as being authorized to give such notices under this Agreement.

              "Available Revolving Loan Commitment" for any Bank shall mean, at
any time, the Revolving Loan Commitment of such Bank as then in effect less
such Bank's RL Percentage of the amount of the Blocked Commitment, if any, at
such time.

              "Bank" shall mean each financial institution listed on Schedule
I, as well as any Person which becomes a "Bank" hereunder pursuant to Sections
1.13 and 13.04(b).

              "Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any Borrowing or to fund
its portion of any unreimbursed payment under Section 2.03(c) or (ii) a Bank
having notified in writing the Borrower and/or the Managing Agent that it does
not intend to comply with its obligations under Section 1.01(a), 1.01(b) or 2,
in the case of either clause (i) or (ii) as a result of any takeover of such
Bank by any regulatory authority or agency.

              "Bankruptcy Code" shall have the meaning provided in Section
10.05.

              "Base Rate" at any time shall mean the higher of (i) 1/2 of 1% in
excess of the Adjusted Certificate of Deposit Rate and (ii) the Prime Lending
Rate.

              "Base Rate Loan" shall mean each Loan designated or deemed
designated as such by the Borrower at the time of the incurrence thereof or
conversion thereto.

              "Blocked Commitment" shall mean (i) for the period from and
including the Restatement Effective Date through but not including the
OmniAmerica Borrowing Date, $75,000,000 and (ii) for the period thereafter, $0.

              "Borrower" shall have the meaning provided in the first paragraph
of this Agreement.





                                     -103-
<PAGE>   111
              "Borrowing" shall mean the borrowing of one Type of Loan of a
single Tranche from all the Banks having Commitments of the respective Tranche
on a given date (or resulting from a conversion or conversions on such date)
having in the case of Eurodollar Loans the same Interest Period, provided that
Base Rate Loans incurred pursuant to Section 1.10(b) shall be considered part
of the related Borrowing of Eurodollar Loans.

              "Broadcast Cash Flow" shall mean, with respect to any Station
during any period, the sum of (x) EBITDA of such Station for such period
(provided that for purposes of calculating compliance with Section 9.08, non-
cash expenses relating to options to purchase common stock of Holdings issued
by Holdings in 1994 to Steven Dinetz, the President and Chief Executive Officer
of the Borrower, and certain Directors of the Borrower shall not be included in
the determination of Broadcast Cash Flow for any period occurring on or after
the Restatement Effective Date) and (y) corporate overhead expense allocated to
such Station for such period; it being understood that the Broadcast Cash Flow
of any Person shall mean the total Broadcast Cash Flow of all Stations owned by
such Person.

              "BTCo" shall mean Bankers Trust Company in its individual
capacity.

              "Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day except Saturday, Sunday and any day which
shall be in New York City a legal holiday or a day on which banking
institutions are authorized or required by law or other government action to
close and (ii) with respect to all notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, any day
which is a Business Day described in clause (i) above and which is also a day
for trading by and between banks in the New York interbank Eurodollar market.

              "Capital Expenditures" shall mean, with respect to any Person,
all expenditures (excluding barter transactions effected in the ordinary course
of business consistent with past practices) by such Person which should be
capitalized in accordance with GAAP, including all such expenditures with
respect to fixed or capital assets (including, without limitation, expenditures
for maintenance and repairs which should be capitalized in accordance with
GAAP) and the amount of Capitalized Lease Obligations incurred by such Person.

              "Capitalized Lease Obligations" of any Person shall mean all
rental obligations which, under GAAP, are or will be required to be capitalized
on the books of such Person, in each case taken at the amount thereof accounted
for as indebtedness in accordance with GAAP.





                                     -104-
<PAGE>   112
              "Cash Equivalents" shall mean, as to any Person, (i) securities
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (ii) time deposits and certificates
of deposit of any commercial bank having, or which is the principal banking
subsidiary of a bank holding company organized under the laws of the United
States, any State thereof, the District of Columbia or any foreign jurisdiction
having capital, surplus and undivided profits aggregating in excess of
$200,000,000, with maturities of not more than one year from the date of
acquisition by such Person, (iii) repurchase obligations with a term of not
more than 90 days for underlying securities of the types described in clause
(i) above entered into with any bank meeting the qualifications specified in
clause (ii) above, (iv) commercial paper issued by any Person incorporated in
the United States rated at least A-1 or the equivalent thereof by Standard &
Poor's Corporation or at least P-1 or the equivalent thereof by Moody's
Investors Service, Inc. and in each case maturing not more than one year after
the date of acquisition by such Person, (v) investments in money market funds
substantially all of whose assets are comprised of securities of the types
described in clauses (i) through (iv) above and (vi) demand deposit accounts
maintained in the ordinary course of business not in excess of $100,000 in the
aggregate.

              "Chancellor Broadcasting Licensee" shall mean Chancellor
Broadcasting Licensee Company, a Delaware corporation.

              "Change of Ownership" shall mean (i) Holdings shall cease to own
beneficially 100% of the capital stock (other than the Series A Exchangeable
Preferred Stock and the Exchangeable Preferred Stock) of the Borrower, or the
Borrower or a Wholly-Owned Subsidiary of the Borrower shall cease to own
beneficially 100% of the capital stock of the Chancellor Broadcasting Licensee,
(ii) for any reason whatsoever any "Person" or "group" (as such terms are used
in Sections 13(d) and 14(d) of the Exchange Act), excluding HM Group, is or
becomes the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under
the Exchange Act), directly or indirectly, of more than the greater of (x) 15%
of the then outstanding Voting Stock of Holdings or (y) the percentage of the
then outstanding Voting Stock of Holdings owned beneficially by the HM Group,
(iii) the Board of Directors of Holdings shall cease to consist of a majority
of Continuing Directors or (iv) a "Change of Control" under and as defined in
the Existing Senior Subordinated Note Indentures, the Series A Exchangeable
Preferred Stock Documents, the Exchangeable Preferred Stock Documents, or after
any issuance thereof, the Old Junior Exchange Debentures or New Junior Exchange
Debentures shall have occurred.





                                     -105-
<PAGE>   113
              "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated and the rulings issued
thereunder.  Section references to the Code are to the Code, as in effect at
the Restatement Effective Date, and to any subsequent provision of the Code,
amendatory thereof, supplemental thereto or substituted therefor.

              "Colfax" shall mean Colfax Communications, Inc. and its
affiliates.

              "Colfax Acquisition" shall have the meaning provided in Section
5A.06(a)(iii).

              "Colfax Acquisition Documents" shall mean the Colfax Purchase
Agreement and all other agreements and documents relating to the Colfax
Acquisition.

              "Colfax FCC Licenses" shall mean the FCC Licenses acquired
pursuant to the Colfax Acquisition.

              "Colfax Purchase Agreement" shall have the meaning provided in
Section 5A.06(a)(iii).

              "Colfax Stations" shall mean the stations that the Borrower has
agreed to acquire from Colfax pursuant to the Colfax Purchase Agreement.

              "Collateral" shall mean all property (whether real or personal)
with respect to which any security interests have been granted (or purported to
be granted) pursuant to any Security Document, including, without limitation,
all Pledge Agreement Collateral, all Security Agreement Collateral, all
Mortgaged Properties and all cash and Cash Equivalents delivered as collateral
pursuant to Section 4.02 or Section 10 hereof and all Additional Collateral, if
any (all of which shall in any event exclude any interest in the FCC Licenses
to the extent prohibited by applicable law).

              "Collateral Agent" shall mean the Managing Agent acting as
collateral agent for the Secured Creditors pursuant to the Security Documents.

              "Commitment" shall mean any of the commitments of any Bank, i.e.,
whether the Term Loan Commitment or Revolving Loan Commitment.

              "Commitment Commission" shall have the meaning provided in
Section 3.01(a)(ii).

              "Communications Act" shall have the meaning provided in Section
7.23.





                                     -106-
<PAGE>   114
              "Consolidated Broadcast Cash Flow" shall mean, for any period,
the Broadcast Cash Flow of Holdings and its Consolidated Subsidiaries
determined on a consolidated basis in accordance with GAAP during such period,
provided that if any such period includes any period during which the
OmniAmerica Borrowing Date occurs or has not previously occurred, such prior
period shall be calculated on the basis of the sum of Broadcast Cash Flow of
the OmniAmerica Stations plus the Broadcast Cash Flow of Holdings and its
Consolidated Subsidiaries.

              "Consolidated Current Assets" shall mean, at any time, the
consolidated current assets of Holdings and its Consolidated Subsidiaries
determined on a consolidated basis in accordance with GAAP plus the Total
Unutilized Revolving Loan Commitment at such time.

              "Consolidated Current Liabilities" shall mean, at any time, the
consolidated current liabilities of Holdings and its Consolidated Subsidiaries
determined on a consolidated basis in accordance with GAAP at such time, but
excluding (i) the current portion of any Indebtedness under this Agreement and
any other long-term Indebtedness which would otherwise be included therein,
(ii) accrued but unpaid interest with respect to the Indebtedness described in
clause (i), and (iii) the current portion of Capitalized Lease Obligations.

              "Consolidated EBIT" shall mean, for any period, the Consolidated
Net Income of Holdings and its Consolidated Subsidiaries determined on a
consolidated basis in accordance with GAAP, before Consolidated Net Interest
Expense and provision for taxes and without giving effect to any extraordinary
gains or losses or gains or losses from sales of assets other than inventory
sold in the ordinary course of business.

              "Consolidated EBITDA" shall mean, for any period, Consolidated
EBIT, adjusted by adding thereto the amount of all amortization of intangibles
and depreciation that were deducted in arriving at Consolidated EBIT for such
period provided, for purposes of calculating compliance with Sections 9.08,
9.09 and 9.10, in the event that any sale or other disposition of Stations is
made in compliance with Section 9.02, and the proceeds thereof are not applied
to repay Loans, all in accordance with Section 4.02(e), for the period (not to
exceed 180 days) that the proceeds thereof are held as cash collateral pursuant
to Section 4.02(e), the amount equal to the Broadcast Cash Flow of the Stations
so sold or so disposed at the end of the most recent fiscal quarter prior to
such sale or disposition for the four fiscal quarters prior thereto shall be
included in the determination of Consolidated EBITDA during such period,
provided further that for purposes of calculating compliance with Sections
9.08, 9.09 and 9.10, non-cash expenses relating to options to purchase common
stock of Holdings issued by





                                     -107-
<PAGE>   115
Holdings in 1994 to Steven Dinetz, the President and Chief Executive Officer of
the Borrower, Ms. Matrice Ellis-Kirk, Mr. Marvin Dinetz, Mr. Eric W. Neumann,
Mr. Jeffrey A. Marcus, Mr. John H. Massey and certain Directors of the Borrower
shall not be included in the determination of Consolidated EBITDA for any
period occurring on or after the Restatement Effective Date.

              "Consolidated Indebtedness" shall mean, at any time, the sum of
the aggregate outstanding principal amount of all Indebtedness for borrowed
money, and the principal component of Capitalized Lease Obligations of Holdings
and its Consolidated Subsidiaries determined on a consolidated basis in
accordance with GAAP.

              "Consolidated Net Cash Interest Expense" shall mean, for any
period, the total consolidated cash interest expense of Holdings and its
Consolidated Subsidiaries determined on a consolidated basis in accordance with
GAAP for such period plus, without duplication, that portion of Capitalized
Lease Obligations of Holdings and its Consolidated Subsidiaries representing
the interest factor for such period in each case net of the total consolidated
cash interest income of Holdings, its Consolidated Subsidiaries for such
period.

              "Consolidated Net Income" shall mean, for any period, net after
tax income of Holdings and its Consolidated Subsidiaries determined on a
consolidated basis in accordance with GAAP.

              "Consolidated Net Interest Expense" shall mean, for any period,
the total consolidated interest expense of Holdings and its Consolidated
Subsidiaries determined on a consolidated basis in accordance with GAAP for
such period (calculated without regard to any limitations on the payment
thereof) plus, without duplication, that portion of Capitalized Lease
Obligations of Holdings and its Consolidated Subsidiaries determined on a
consolidated basis in accordance with GAAP representing the interest factor for
such period in each case net of the total consolidated cash interest income of
Holdings and its Consolidated Subsidiaries for such period, but excluding the
amortization of any deferred financing costs incurred in connection with this
Agreement.

              "Consolidated Subsidiaries" shall mean, as to any Person, all
Subsidiaries of such Person which are consolidated with such Person for
financial reporting purposes in accordance with GAAP.

              "Contingent Obligation" shall mean, as to any Person, any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends





                                     -108-
<PAGE>   116
or other obligations ("primary obligations") of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (x) for the
purchase or payment of any such primary obligation or (y) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment
of such primary obligation or (iv) otherwise to assure or hold harmless the
holder of such primary obligation against loss in respect thereof; provided,
however, that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business.  The
amount of any Contingent Obligation shall be deemed to be an amount equal to
the stated or determinable amount of the primary obligation in respect of which
such Contingent Obligation is made (or, if less, the maximum amount of such
primary obligation for which such Person may be liable pursuant to the terms of
the instrument evidencing such Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

              "Continuing Bank" shall mean each Original Bank with a Commitment
under this Agreement (immediately upon giving effect to the Restatement
Effective Date).

              "Continuing Directors" shall mean the directors of Holdings on
the Restatement Effective Date and each other director, if such director's
nomination for election to the Board of Directors of Holdings is recommended by
a majority of the then Continuing Directors or any other nominee of the HM
Group.

              "Convertible Preferred Stock" shall mean Holding's 7% Convertible
Preferred Stock.

              "Convertible Preferred Stock Documents" shall mean each document
delivered pursuant to the Convertible Preferred Stock Issuance or in connection
therewith, which shall be in form and substance satisfactory to the Managing
Agent.

              "Convertible Preferred Stock Issuance" shall have the meaning
provided in Section 5A.06(i).





                                     -109-
<PAGE>   117
              "Credit Documents" shall mean this Agreement and, after the
execution and delivery thereof pursuant to the terms of this Agreement, each
Note, each Security Document, the Amended and Restated Environmental Indemnity
Agreement and the Amended and Restated Subsidiary Guaranty.

              "Credit Event" shall mean the making of any Loan or the issuance
of any Letter of Credit.

              "Credit Party" shall mean Holdings, the Borrower and each
Subsidiary thereof party to a Credit Document.

              "Default" shall mean any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default.

              "Defaulting Bank" shall mean any Bank with respect to which a
Bank Default is in effect.

              "Detroit Disposition" shall mean (i) the entering into of a time
brokerage agreement (the "Detroit TBA") and an asset purchase agreement (the
"Detroit Purchase Agreement"), dated as of August 12, 1996, among Holdings,
Shamrock and Evergreen Media Corporation of the Great Lakes, a Delaware
corporation ("Evergreen") pursuant to which Shamrock may outsource to Evergreen
certain limited functions of stations WWWW-FM and WDFN-AM in Detroit (the
"Detroit Stations") and (ii) the sale of the Detroit Stations to Evergreen for
approximately $30,000,000 of gross cash proceeds (subject to a purchase price
adjustment, or an amount deposited into an escrow account, not to exceed
$1,000,000) pursuant to the Detroit Purchase Agreement.

              "Detroit Disposition Date" shall have the meaning provided in
Section 5B.03(a).

              "Detroit Disposition Documents" shall mean the Detroit Purchase
Agreement, the Detroit TBA and all other agreements and documents relating to
the Detroit Disposition.

              "Detroit Purchase Agreement" shall have the meaning provided in
the definition of Detroit Disposition.

              "Detroit Stations" shall have the meaning provided in the
definition of Detroit Disposition.





                                     -110-
<PAGE>   118
              "Detroit TBA" shall have the meaning provided in the definition
of Detroit Disposition.

              "Dinetz" shall mean Mr. Steven Dinetz.

              "Dinetz Employment Contract" shall mean the contract between
Holdings and Dinetz.

              "Dividend" with respect to any Person shall mean that such Person
has declared or paid a dividend or returned any equity capital to its
stockholders or authorized or made any other distribution, payment or delivery
of property (other than common stock of such Person) or cash to its
stockholders as such, or redeemed, retired, purchased or otherwise acquired,
directly or indirectly, for consideration any shares of any class of its
capital stock outstanding on or after the Restatement Effective Date (or any
options or warrants issued by such Person with respect to its capital stock),
or set aside any funds for any of the foregoing purposes, or shall have
permitted any of its Subsidiaries to purchase or otherwise acquire for
consideration any shares of any class of the capital stock of such Person
outstanding on or after the Restatement Effective Date (or any options or
warrants issued by such Person with respect to its capital stock).

              "Documentation Agent" shall mean Goldman Sachs Credit Partners
L.P., in its capacity as Documentation Agent for the Banks hereunder.

              "Documents" shall mean the Transaction Documents and, on and
after the OmniAmerica Borrowing Date, the OmniAmerica Transaction Documents.

              "Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States.

              "Drawing" shall have the meaning provided in Section 2.04(b).

              "EBIT" shall mean, for any period, net after tax income of any
Person before Net Interest Expense and provision for taxes and without giving
effect to any extraordinary gains or losses or gains or losses from sales of
assets other than inventory sold in the ordinary course of business.

              "EBITDA" shall mean, for any period, EBIT, adjusted by adding
thereto the amount of all amortization of intangibles and depreciation that
were deducted in arriving at EBIT for such period.





                                     -111-
<PAGE>   119
              "Eligible Transferee" shall mean and include a commercial bank,
mutual funds, financial institution or other institutional "accredited
investor" (as defined in Regulation D of the Securities Act).

              "Employee Stock Option Plan" shall mean (i) the Chancellor
Corporation Stock Award Plan, (ii) the 1994 Directors Stock Option Plan and
(iii) any plan, to be entered into after the Restatement Effective Date, for
the compensation of management of Holdings or any of its Subsidiaries, or any
arrangement for the benefit of management of Holdings or any of its
Subsidiaries, in form and substance reasonably acceptable to the Managing
Agent.

              "End Date" shall have the meaning provided in the definition of
Interest Reduction Discount.

              "Environmental Claims" shall have the meaning provided in the
Amended and Restated Environmental Indemnity Agreement.

              "Environmental Law" shall have the meaning provided in the
Amended and Restated Environmental Indemnity Agreement.

              "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.  Section references to ERISA are to ERISA, as in effect at
the Restatement Effective Date and any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.

              "ERISA Affiliate" shall mean each person (as defined in Section
3(9) of ERISA) which together with the Borrower or any Subsidiary of the
Borrower would be deemed to be a "single employer" within the meaning of
Section 414(b), (c), (m) or (o) of the Code.

              "Escrow Agreement" shall have the meaning provided in Section
5B.03(a).

              "Eurodollar Loan" shall mean each Loan designated as such by the
Borrower at the time of the incurrence thereof or conversion thereto.

              "Eurodollar Rate" shall mean the offered quotation to first-class
banks in the New York interbank Eurodollar market by BTCo for Dollar deposits
of amounts in immediately available funds comparable to the outstanding
principal amount of the Eurodollar Loan of BTCo with maturities comparable to
the Interest Period applicable





                                     -112-
<PAGE>   120
to such Eurodollar Loan commencing two Business Days thereafter as of 10:00
A.M. (New York time) on the date which is two Business Days prior to the
commencement of such Interest Period, divided (and rounded off to the nearest
1/16 of 1%) by a percentage equal to 100% minus the then stated maximum rate of
all reserve requirements (including, without limitation, any marginal,
emergency, supplemental, special or other reserves required by applicable law)
applicable to any member bank of the Federal Reserve System in respect of
Eurocurrency funding or liabilities as defined in Regulation D (or any
successor category of liabilities under Regulation D).

              "Event of Default" shall have the meaning provided in Section 10.

              "Evergreen" shall have the meaning provided in the definition of
Detroit Disposition.

              "Excess Cash Flow" shall mean, for any period, the remainder of
(a) the sum of (i) Adjusted Consolidated Net Income for such period and (ii)
the decrease, if any, in Adjusted Consolidated Working Capital from the first
day to the last day of such period, minus (b) the sum of (i) the amount of
Capital Expenditures made by the Borrower and its Subsidiaries on a
consolidated basis during such period pursuant to and in accordance with
Section 9.07(a) and (b), except to the extent financed with the proceeds of
Indebtedness or pursuant to Capitalized Lease Obligations, (ii) the aggregate
amount of permanent principal payments of Indebtedness for borrowed money of
the Borrower and the permanent repayment of the principal component of
Capitalized Lease Obligations of the Borrower and its Subsidiaries (excluding
(1) payments with proceeds of issuances of Indebtedness or equity or with
proceeds of asset sales and (2) payments of Loans or other Obligations,
provided that repayments of Loans shall be deducted in determining Excess Cash
Flow if such repayments were (x) required as a result of a Scheduled Repayment
under Section 4.02(b) (but not as a reduction to the amount of Scheduled
Repayments pursuant to another provision of this Agreement) or (y) made as a
voluntary prepayment pursuant to Section 4.01 with internally generated funds
(but in the case of a voluntary prepayment of Revolving Loans, only to the
extent accompanied by a voluntary reduction to the Total Revolving Loan
Commitment)) during such period, (iii) cash Dividends paid by Holdings during
such period, (iv) the increase, if any, in Adjusted Consolidated Working
Capital from the first day to the last day of such period and (v) the amount of
all expenses (including expenses incurred in connection with acquisitions) that
have been paid during such period to the extent that such expenses have been
capitalized in accordance with GAAP but only to the extent that the payment
thereof does not otherwise reduce Adjusted Consolidated Net Income.





                                     -113-
<PAGE>   121
              "Excess Cash Payment Date" shall mean the date occurring 90 days
after the last day of each fiscal year of the Borrower (beginning with its
fiscal year ending December 31, 1997).

              "Excess Cash Payment Period" shall mean with respect to the
repayment required on each Excess Cash Payment Date, the immediately preceding
fiscal year of the Borrower.

              "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

              "Exchangeable Preferred Stock" shall mean the Borrower's 12%
Exchangeable Preferred Stock due 2009.

              "Exchangeable Preferred Stock Documents" shall mean each document
delivered pursuant to the Exchangeable Preferred Stock Issuance or in
connection therewith (including, but not limited to, the New Junior Exchange
Debenture Indenture and all documents relating thereto), which shall be in form
and substance satisfactory to the Managing Agent.

              "Exchangeable Preferred Stock Issuance" shall have the meaning
provided in Section 5A.06(ii).

              "Existing Letters of Credit" shall mean those letters of credit
issued under the Original Credit Agreement prior to the Restatement Effective
Date and which remain outstanding following the Restatement Effective Date, as
disclosed on Schedule VII.

              "Existing Mortgage Policies" shall mean the Mortgage Policies
under, and as defined in, the Original Credit Agreement.

              "Existing Mortgaged Properties" shall mean all Real Property of
the Borrower and its Subsidiaries listed on Part A of Schedule II and
designated as "Existing Mortgaged Properties" therein.

              "Existing Mortgages" shall mean all Mortgages (as defined in the
Original Credit Agreement) granted by the Borrower and its Subsidiaries
pursuant to the Original Credit Agreement and which have not been released by
the lenders thereunder prior to the Restatement Effective Date.





                                     -114-
<PAGE>   122
              "Existing Senior Subordinated Note Documents" shall mean and
include each of the documents and other agreements entered into (including,
without limitation, the Existing Senior Subordinated Note Indenture and the
Second Senior Subordinated Note Indenture) relating to the issuance by the
Borrower of the Existing Senior Subordinated Notes, as in effect on the
Restatement Effective Date and as the same may be entered into, modified,
supplemented or amended from time to time pursuant to the terms hereof and
thereof.

              "Existing Senior Subordinated Note Indenture" shall mean that
certain indenture dated as of October 12, 1994 by and between the Borrower and
United States Trust Company of Texas, as Trustee, as amended, modified,
extended, renewed, replaced, restated or supplemented from time to time.

              "Existing Senior Subordinated Notes" shall mean the Borrower's 12
1/2% Senior Subordinated Notes due 2004, issued pursuant to the Existing Senior
Subordinated Note Indenture and the Borrower's 9-3/8% Senior Subordinated Notes
due 2004 issued pursuant to the Second Senior Subordinated Note Indenture.

              "Facing Fee" shall have the meaning provided in Section 3.01(c).

              "FCC" shall mean the Federal Communications Commission, or any
successor thereto.

              "FCC Licenses" shall have the meaning provided in Section 7.23.

              "Federal Funds Rate" shall mean for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day
(or, if such day is not a Business Day, for the next preceding Business Day) by
the Federal Reserve Bank of New York, or, if such rate is not so published for
any day which is a Business Day, the average of the quotations for such day on
such transactions received by the Managing Agent from three Federal Funds
brokers of recognized standing selected by the Managing Agent.

              "Fees" shall mean all amounts payable pursuant to or referred to
in Section 3.01.

              "GAAP" shall have the meaning provided in Section 13.07(a).





                                     -115-
<PAGE>   123
              "Guaranteed Obligations" shall mean (i) the full and prompt
payment when due (whether at the stated maturity, by acceleration or otherwise)
of the principal and interest on each Note issued by the Borrower to such Bank,
and Loans made, under the Credit Agreement and all reimbursement obligations
and Unpaid Drawings with respect to Letters of Credit, together with all the
other obligations and liabilities (including, without limitation, indemnities,
fees and interest thereon) of the Borrower to such Bank now existing or
hereafter incurred under, arising out of or in connection with the Credit
Agreement or any other Credit Document and the due performance and compliance
with all the terms, conditions and agreements contained in the Credit Documents
by the Borrower and (ii) the full and prompt payment when due (whether by
acceleration or otherwise) of all obligations of the Borrower owing under any
Interest Rate Protection Agreement, whether now in existence or hereafter
arising, and the due performance and compliance with all terms, conditions and
agreements contained therein.

              "Guarantor" shall mean Holdings and any guarantor that is party
to the Amended and Restated Subsidiary Guaranty.

              "Guaranty" shall mean the guaranty made by Holdings pursuant to
Section 14, the Amended and Restated Subsidiary Guaranty, and any guaranty
executed pursuant to Section 8.12(f).

              "Hazardous Materials" shall have the meaning provided in the
Amended and Restated Environmental Indemnity Agreement.

              "HM Group" shall mean, collectively, (i) Hicks, Muse, Tate &
Furst Incorporated, its Affiliates and Dinetz taken as a whole, (ii) so long as
Hicks, Muse, Tate & Furst Incorporated, its Affiliates and Dinetz taken as a
whole possess sole voting right with respect to the Voting Stock held by each
such individual, such individuals who are or were employees, officers,
directors or partners of Hicks, Muse, Tate & Furst Incorporated or such
Affiliate and the family members of such individuals or trusts created for the
sole benefit of such family members and (iii) so long as Hicks, Muse, Tate &
Furst Incorporated, its Affiliates and Dinetz taken as a whole possess sole
voting right with respect to the Voting Stock of Holdings held by each such
Person, any Person not otherwise described by clause (i) and (ii) above,
provided that the aggregate number of shares held by all such Persons in
accordance with this clause (iii) at any time shall not exceed 3% of the
aggregate number of shares held by the Persons described in clause (i) and (ii)
above at such time.

              "Holdings" shall have the meaning provided in the first paragraph
of this Agreement.





                                     -116-
<PAGE>   124
              "Holdings Class A Common Stock" shall have the meaning provided
in Section 7.14(a).

              "Holdings Class B Common Stock" shall have the meaning provided
in Section 7.14(a).

              "Holdings Class C Common Stock" shall have the meaning provided
in Section 7.14(a).

              "Holdings Common Stock" shall mean Holdings Class A Common Stock,
Holdings Class B Common Stock and Holdings Class C Common Stock.

              "Holdings Guaranty" shall mean the guaranty provided to the Banks
pursuant to Section 14.

              "Holdings Subordinated Notes" shall have the meaning set forth in
Section 9.04(vii).

              "Indebtedness" shall mean, as to any Person, without duplication,
(i) all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services due more than 90 days after acquisition of the property or receipt of
services or which is otherwise represented by a note, (ii) the maximum amount
available to be drawn under all letters of credit issued for the account of
such Person and all unpaid drawings in respect of such letters of credit, (iii)
all Indebtedness of the types described in clause (i), (ii), (iv), (v), (vi) or
(vii) of this definition secured by any Lien on any property owned by such
Person, whether or not such Indebtedness has been assumed by such Person (to
the extent of the lesser of the amount of such Indebtedness and the value of
the respective property), (iv) Capitalized Lease Obligations, (v) all
obligations of such person to pay a specified purchase price for goods or
services, whether or not delivered or accepted, i.e., take-or-pay and similar
obligations, (vi) all Contingent Obligations of such Person and (vii) all
obligations under any Interest Rate Protection Agreement or under any similar
type of agreement; provided, that Indebtedness shall not include trade payables
and accrued expenses, in each case arising in the ordinary course of business.

              "Initial Borrowing Date" shall have the meaning provided in the
Original Credit Agreement.

              "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.





                                     -117-
<PAGE>   125
              "Interest Period" shall have the meaning provided in Section
1.09.

              "Interest Rate Protection Agreement" shall mean any interest rate
swap agreement, interest rate cap agreement, interest collar agreement,
interest rate hedging agreement or other similar agreement or arrangement.

              "Interest Reduction Discount" shall mean (i) initially 0.125% and
(ii) from and after each day of delivery of any certificate delivered in
accordance with the following sentence indicating an entitlement to an Interest
Reduction Discount other than zero (each, a "Start Date") to and including the
applicable End Date described below, the percentage set forth below opposite
the Leverage Ratio indicated to have been achieved in any certificate delivered
in accordance with the following sentence:

<TABLE>
<CAPTION>
                                             Base Rate          Eurodollar
       Leverage Ratio                          Loans              Loans   
       --------------                        ---------          ----------
<S>                                            <C>                <C>
Equal to or greater than 6.0:1                 0.375%             0.375%

Equal to or greater than 5.5:1
  but less than 6.0:1                          0.625%             0.625%

Equal to or greater than 5.0:1
  but less than 5.5:1                          0.875%             0.875%

Equal to or greater than 4.5:1
  but less than 5.0:1                          1.125%             1.125%

Less than 4.5:1                                1.125%             1.375%
</TABLE>

The Leverage Ratio shall be determined based on the delivery of a certificate
of the Borrower to the Managing Agent (with a copy to be sent by the Borrower
to each Bank), certified by an Authorized Officer of the Borrower within 30
days after the last day of any fiscal quarter of the Borrower, (commencing with
its fiscal quarter ending June 30, 1997), which certificate shall set forth the
calculation of the Leverage Ratio for the Test Period ended immediately prior
to the relevant Start Date and the Interest Reduction Discount which shall be
thereafter applicable (until same is changed or ceases to apply in accordance
with the following sentences).  The Interest Reduction Discount so determined
shall apply, except as set forth in the succeeding sentence, from the Start





                                     -118-
<PAGE>   126
Date to the earlier of (x) the date on which the next certificate is delivered
to the Managing Agent and (y) the date which is 30 days following the last day
of the fiscal quarter in which the previous Start Date occurred (the "End
Date"), at which time, if no certificate has been delivered to the Managing
Agent indicating an entitlement to an Interest Reduction Discount other than
zero (and thus commencing a new Start Date), the Interest Reduction Discount
shall be reduced to zero.  Notwithstanding anything to the contrary contained
above in this definition, the Interest Reduction Discount shall be reduced to
zero at all times during which there shall exist a Default or an Event of
Default.

              "Issuing Bank" shall mean, BTCo and any Bank which at the request
of the Borrower and with the consent of the Managing Agent agrees, in such
Bank's sole discretion, to become an Issuing Bank for the purpose of issuing
Letters of Credit pursuant to Section 2.  The sole Issuing Bank on the
Restatement Effective Date is BTCo.

              "L/C Supportable Obligations" shall mean (i) obligations of the
Borrower or its Subsidiaries incurred in the ordinary course of business with
respect to insurance obligations and workers' compensation, surety bonds and
other similar statutory obligations and (ii) such other obligations of the
Borrower or any of its Subsidiaries as are reasonably acceptable to the
respective Issuing Bank and otherwise permitted to exist pursuant to the terms
of this Agreement (including, but not limited to, obligations of the Borrower
to provide an earnest money deposit in an amount not to exceed $10,000,000
pursuant to the OmniAmerica Purchase Agreement.

              "Leaseholds" of any Person means all the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

              "Letter of Credit" shall have the meaning provided in Section
2.01(a).

              "Letter of Credit Fee" shall have the meaning provided in Section
3.01(b).

              "Letter of Credit Outstandings" shall mean, at any time, the sum
of (i) the aggregate Stated Amount of all outstanding Letters of Credit and
(ii) the amount of all Unpaid Drawings relating to Letters of Credit.

              "Letter of Credit Request" shall have the meaning provided in
Section 2.02(a).





                                     -119-
<PAGE>   127
              "Leverage Ratio" shall mean on the date of determination thereof
the ratio of (x) Consolidated Indebtedness on such date to (y) (i) in the case
of any date occurring on or after the Test Period ending March 31, 1997 (but
prior to the last date of the next succeeding Test Period), Consolidated EBITDA
for such Test Period multiplied by 4, (ii) in the case of any date occurring on
or after the Test Period ending June 30, 1997 (but prior to the last date of
the next succeeding Test Period), Consolidated EBITDA for such Test Period
multiplied by 2, (iii) in the case of any date occurring on or after the Test
Period ending September 30, 1997 (but prior to the last date of the next
succeeding Test Period), Consolidated EBITDA for such Test Period multiplied by
4/3 and (iv) thereafter Consolidated EBITDA for the Test Period most recently
ended (taken as one accounting period) and ending on such date.
Notwithstanding anything to the contrary contained in the immediately preceding
sentence, for purposes of determining the Leverage Ratio in connection with
Sections 3.01(a)(i) and (ii), the denominator shall be Consolidated EBITDA for
the then most recently ended Test Period.

              "License Subsidiary" shall mean Chancellor Broadcasting Licensee,
Shamrock, Shamrock Radio, Shamrock Licenses and Trefoil.

              "Lien" shall mean any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, priority or other security agreement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under
the UCC or any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

              "Loan" shall mean each Term Loan and each Revolving Loan.

              "Management Agreements" shall have the meaning provided in
Section 5A.05.

              "Managing Agent" shall mean Bankers Trust Company, in its
capacity as Managing Agent for the Banks hereunder, and shall include any
successor to the Managing Agent appointed pursuant to Section 12.09.

              "Margin Stock" shall have the meaning provided in Regulation U.

              "Milwaukee Disposition" shall mean (i) the entering into of the
Milwaukee Disposition Documents between the Borrower and both Clear Channel
Radio, Inc. and Clear Channel Radio Licenses, Inc., Nevada corporations
(collectively, "Clear Channel") for the purchase and sale of Stations WOKY
(AM), Milwaukee and





                                     -120-
<PAGE>   128
WMIL (FM), Waukesha, Wisconsin (the "Milwaukee Stations") and (ii) the sale of
the Milwaukee Stations to Clear Channel for approximately $40,000,000 of gross
cash proceeds pursuant to the Milwaukee Disposition Documents.

              "Milwaukee Disposition Documents" shall mean the agreements and
documents relating to the Milwaukee Disposition.

              "Monitoring and Oversight Agreements" shall have the meaning
provided in Section 9.06(iv).

              "Mortgage" shall have the meaning provided in Section 5A.10(a),
and, after the execution and delivery thereof, shall include each Additional
Mortgage delivered pursuant to Sections 8.12.

              "Mortgage Amendment" shall have the meaning provided in Section
5A.10(a).

              "Mortgage Policies" shall have the meaning provided in Section
5A.10(c).

              "Mortgaged Properties" shall mean the Existing Mortgaged
Properties and shall include any real property mortgaged pursuant to Section
8.12.

              "Net Interest Expense" shall mean, for any period, the total
interest expense of any Person for such period (calculated without regard to
any limitations on the payment thereof) plus, without duplication, that portion
of Capitalized Lease Obligations of such Person representing the interest
factor for such period in each case net of the total consolidated cash interest
income of such Person for such period, but excluding the amortization of any
deferred financing costs incurred in connection with this Agreement.

              "Net Sale Proceeds" shall mean for any sale, lease, transfer or
other disposition of assets, the gross cash proceeds (including any cash
received by way of deferred payment pursuant to a promissory note, receivable
or otherwise, but only as and when received) received by Holdings and/or any of
its Subsidiaries from such sale, lease, transfer or other disposition, net of
reasonable transaction costs (including, without limitation, any underwriting,
brokerage or other customary selling commissions and reasonable legal, advisory
and other fees and expenses, including title and recording expenses and
reasonable expenses incurred for preparing such assets for sale, associated
therewith) and payments of unassumed liabilities relating to the assets sold at
the time of, or within 30 days after, the date of such sale, the amount of such
gross cash





                                     -121-
<PAGE>   129
proceeds required to be used to repay any Indebtedness (other than Indebtedness
of the Banks pursuant to this Agreement) which is secured by the respective
assets which were sold, and the estimated marginal increase in income taxes
which will be payable by Holdings' consolidated group with respect to the
fiscal year in which the sale occurs as a result of such sale; but excluding
any portion of any such gross cash proceeds which Holdings determines in good
faith should be reserved for post-closing adjustments (to the extent Holdings'
delivers to the Banks a certificate signed by an Authorized Officer as to such
determination), it being understood and agreed that on the day that all such
post-closing adjustments have been determined (which shall not be later than
six months following the date of the respective asset sale), the amount (if
any) by which the reserved amount in respect of such sale or disposition
exceeds the actual post-closing adjustments payable by Holdings or any of its
Subsidiaries shall constitute Net Sale Proceeds on such date).

              "New Banks" shall mean each of the Persons listed on Schedule I
hereto which is not a Continuing Bank.

              "New Junior Exchange Debenture Indenture" shall mean that certain
indenture dated as of the date of issuance of the New Junior Exchange
Debentures, by and between the Borrower and [the United States Trust Company of
Texas, N.A.], as trustee, which shall be in form and substance satisfactory to
the Managing Agent.

              "New Junior Exchange Debentures" shall mean the Borrower's
Subordinated Notes due 2009 issued pursuant to the New Junior Exchange
Debenture Indenture.

              "New Stock" shall have the meaning provided in the Original
Credit Agreement.

              "Non-Continuing Bank" shall have the meaning provided in Section
13.18.

              "Non-Defaulting Bank" shall mean and include each Bank which is
not a Defaulting Bank.

              "Note" shall mean each Term Note and each Revolving Note.

              "Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

              "Notice of Conversion" shall have the meaning provided in Section
1.06.





                                     -122-
<PAGE>   130
              "Notice Office" shall mean the office of the Managing Agent
located at 130 Liberty Street, New York, New York 10006, Attention:  Mary Kay
Coyle, or such other office as the Managing Agent may hereafter designate in
writing as such to the other parties hereto.

              "Obligations" shall mean all amounts owing to the Managing Agent,
the Collateral Agent or any Bank pursuant to the terms of this Agreement or any
other Credit Document.

              "Old Junior Exchange Debenture Indenture" shall mean that certain
indenture dated as of the date of issuance of the Old Junior Exchange
Debentures, by and between the Borrower and United States Trust Company of
Texas, as trustee.

              "Old Junior Exchange Debentures" shall mean the Borrower's
Subordinated Notes due 2006 issued pursuant to the Old Junior Exchange
Debenture Indenture.

              "OmniAmerica" shall mean the OmniAmerica Group.

              "OmniAmerica Acquisition" shall mean the Borrower's acquisition
of the OmniAmerica Stations.

              "OmniAmerica Borrowing Date" shall mean the date on which the
OmniAmerica Acquisition is consummated.

              "OmniAmerica Equity Issuance" shall have the meaning provided in
Section 5B.04(a).

              "OmniAmerica FCC Licenses" shall have the meaning provided in
Section 5B.05.

              "OmniAmerica Purchase Agreement" shall mean the asset purchase
agreement between the Borrower and OmniAmerica, relating to the OmniAmerica
Acquisition, dated as of May 14, 1996.

              "OmniAmerica Stations" shall mean the radio stations that the
Borrower has agreed to acquire from OmniAmerica pursuant to the OmniAmerica
Purchase Agreement.

              "OmniAmerica Transaction" shall mean and include the OmniAmerica
Acquisition, the OmniAmerica Equity Issuance, the transfer of the OmniAmerica
FCC





                                     -123-
<PAGE>   131
Licenses to the License Subsidiary and all other transactions contemplated by
or consummated in connection therewith.

              "OmniAmerica Transaction Documents" shall mean the OmniAmerica
Purchase Agreement, the OmniAmerica Equity Issuance documents and all other
agreements and documents relating to the OmniAmerica Acquisition.

              "Operating Agreement" shall have the meaning provided in Section
8.04.

              "Original Banks" shall mean each Person which was a Bank under,
and as defined in, the Original Credit Agreement.

              "Original Credit Agreement" shall have the meaning provided in
the first Whereas clause of this Agreement.

              "Original Loans" shall mean, collectively the Original Term Loans
and the Original Revolving Loans.

              "Original Revolving Loans" shall mean the "Revolving Loans"
under, and as defined in, the Original Credit Agreement.

              "Original Term Loans" shall mean the "Term Loans" under, and as
defined in, the Original Credit Agreement.

              "Participant" shall have the meaning provided in Section 2.03(b).

              "Payment Office" shall mean the office of the Managing Agent
located at 130 Liberty Street, New York, New York 10006, Attention:  Mary Kay
Coyle, or such other office as the Managing Agent may hereafter designate in
writing as such to the other parties hereto.

              "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

              "Permitted Encumbrance" shall mean, with respect to any Mortgaged
Property, such exceptions to title as are set forth in the title insurance
policy or title commitment delivered with respect thereto, all of which
exceptions must be acceptable to the Managing Agent in its reasonable
discretion.

              "Permitted Issuance" shall mean (a) the issuance by Holdings of
options or other equity securities of Holdings to outside directors, members of
management or





                                     -124-
<PAGE>   132
employees of Holdings or any Subsidiary of Holdings, (b) the issuance of
securities as interest or dividends on pay-in-kind debt or preferred equity
securities permitted hereunder and under the other Credit Documents, (c) the
issuance to Holdings or any Subsidiary (or any director, with respect to
directors' qualifying shares) by any of its Subsidiaries of any of their
respective capital stock, in each case with respect to this clause (c) to the
extent such capital stock is pledged to the Collateral Agent pursuant to the
applicable Amended and Restated Pledge Agreement (provided that only 65% of the
voting capital stock of a foreign Subsidiary of the Borrower is required to be
so pledged) and (d) the issuance by Holdings of shares of capital stock of
Holdings to infuse additional capital into Holdings in an aggregate amount not
to exceed $25,000,000.

              "Permitted Liens" shall have the meaning provided in Section
9.01.

              "Person" shall mean any individual, partnership, joint venture,
limited liability company, firm, corporation, association, trust or other
enterprise or any government or political subdivision or any agency, department
or instrumentality thereof.

              "Plan" shall mean any multiemployer or single-employer plan, as
defined in Section 4001 of ERISA, which is maintained or contributed to by (or
to which there is an obligation to contribute of), the Borrower or a Subsidiary
of the Borrower or an ERISA Affiliate, and each such plan for the five year
period immediately following the latest date on which the Borrower, a
Subsidiary of the Borrower or an ERISA Affiliate maintained, contributed or had
an obligation to contribute to such plan.

              "Pledge Agreement Collateral" shall mean all "Collateral" as
defined in each of the Amended and Restated Pledge Agreements.

              "Pledged Securities" shall mean "Pledged Securities" as defined
in each of the Amended and Restated Pledge Agreements.

              "Prime Lending Rate" shall mean the rate which Bankers Trust
Company announces from time to time as its prime lending rate, the Prime
Lending Rate to change when and as such prime lending rate changes.  The Prime
Lending Rate is a reference rate and does not necessarily represent the lowest
or best rate actually charged to any customer.  Bankers Trust Company may make
commercial loans or other loans at rates of interest at, above or below the
Prime Lending Rate.

              "Projections" shall have the meaning provided in Section 7.05(d).





                                     -125-
<PAGE>   133
              "Public Offering" means an underwritten public offering
(including the issuance of the New Stock) of common stock of Holdings pursuant
to a registration statement filed with the Securities and Exchange Commission
in accordance with the Securities Act, which public equity offering results in
gross proceeds to Holdings of not less than $25,000,000.

              "Quarterly Payment Date" shall mean the last Business Day of each
January, April, July and October occurring after the Restatement Effective
Date.

              "Real Property" of any Person shall mean all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

              "Recovery Event" shall mean the receipt by Holdings or any of its
Subsidiaries of any (i) cash insurance proceeds payable (x) by reason of theft,
loss, physical destruction or damage or any other similar event with respect to
any property or assets of Holdings or any of its Subsidiaries and (y) under any
policy of insurance required to be maintained under Section 8.03 or (ii)
condemnation award payable by reason of eminent domain or deed in lieu thereof.

              "Register" shall have the meaning set forth in Section 13.17.

              "Regulation D" shall mean Regulation D of the Board of Governors
of the Federal Reserve System as from time to time in effect and any successor
to all or a portion thereof establishing reserve requirements.

              "Regulation G" shall mean Regulation G of the Board of Governors
of the Federal Reserve System as from time to time in effect and any successor
to all or a portion thereof.

              "Regulation T" shall mean Regulation T of the Board of Governors
of the Federal Reserve System as from time to time in effect and any successor
to all or a portion thereof.

              "Regulation U" shall mean Regulation U of the Board of Governors
of the Federal Reserve System as from time to time in effect and any successor
to all or a portion thereof.

              "Regulation X" shall mean Regulation X of the Board of Governors
of the Federal Reserve System as from time to time in effect and any successor
to all or a portion thereof.





                                     -126-
<PAGE>   134
              "Reinvestment Assets" shall have the meaning provided in Section
4.02(e).

              "Release" shall have meaning provided on the Amended and Restated
Environmental Indemnity Agreement.

              "Replaced Bank" shall have the meaning provided in Section 1.13.

              "Replacement Bank" shall have the meaning provided in Section
1.13.

              "Reportable Event" shall mean an event described in Section
4043(b) of ERISA with respect to a Plan as to which the 30-day notice
requirement has not been waived by the PBGC.

              "Required Banks" shall mean Non-Defaulting Banks, the sum of
whose outstanding Term Loans (and, if prior to the OmniAmerica Borrowing Date,
Term Loan Commitments) and Revolving Loan Commitments (or after the termination
thereof, outstanding Revolving Loans and Adjusted RL Percentage of Letter of
Credit Outstandings) represent an amount greater than 50% of the sum of (x) all
outstanding Term Loans (and, if prior to the OmniAmerica Borrowing Date, Term
Loan Commitments) of Non-Defaulting Banks and (y) the Total Revolving Loan
Commitment (or after the termination thereof, the sum of the then total
outstanding Revolving Loans and Adjusted RL Percentage of Letter of Credit
Outstandings at such time) of Non-Defaulting Banks.

              "Restatement Effective Date" shall have the meaning provided in
Section 13.10.

              "Returns" shall have the meaning provided in Section 7.09.

              "Revolving Loan" shall have the meaning provided in Section
1.01(b).

              "Revolving Loan Commitment" shall mean, for each Bank, the amount
set forth opposite such Bank's name in Schedule I hereto directly below the
column entitled "Revolving Loan Commitment," as same may be (x) reduced from
time to time pursuant to Sections 3.02, 3.03, 4.02 and/or 10 or (y) adjusted
from time to time as a result of assignments to or from such Bank pursuant to
Section 1.13 or 13.04(b).

              "Revolving Loan Commitment Commission" shall have the meaning
provided in Section 3.01(a)(ii).





                                     -127-
<PAGE>   135
              "Revolving Loan Conversion" shall have the meaning set forth in
Section 1.01(b).

              "Revolving Loan Maturity Date" shall mean January 31, 2003.

              "Revolving Note" shall have the meaning provided in Section
1.05(a).

              "RL Percentage" of any Bank at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Revolving Loan
Commitment of such Bank at such time and the denominator of which is the Total
Revolving Loan Commitment at such time, provided that if the RL Percentage of
any Bank is to be determined after the Total Revolving Loan Commitment has been
terminated, then the RL Percentages of the Banks shall be determined
immediately prior (and without giving effect) to such termination.

              "Scheduled Repayments" shall have the meaning provided in Section
4.02(b).

              "SEC" shall have the meaning provided in Section 8.01(h).

              "Second Senior Subordinated Note Indenture" shall mean that
certain indenture dated as of February 8, 1996 by and between the Borrower, the
Licensee Subsidiary, as Guarantor and U.S. Trust Company of Texas, N.A., as
Trustee, which Second Senior Subordinated Note Indenture shall contain terms
and conditions identical to the Existing Senior Subordinated Note Indenture and
be reasonably satisfactory to the Managing Agent.

              "Section 4.04(b)(ii) Certificate" shall have the meaning provided
in Section 4.04(b).

              "Secured Creditors" shall have the meaning assigned that term in
the Security Documents.

              "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

              "Security Agreement Collateral" shall mean all "Collateral" as
defined in each Amended and Restated Security Agreement (which shall in any
event exclude any interests in the FCC Licenses to the extent prohibited or
ineffectual under applicable law).





                                     -128-
<PAGE>   136
              "Security Document" shall mean and include each Amended and
Restated Pledge Agreement, each Amended and Restated Security Agreement, each
Mortgage and, after the execution and delivery thereof, each Additional
Mortgage and each Additional Security Document required to be delivered
pursuant to Section 8.12.

              "Series A Exchangeable Preferred Stock" shall mean the Borrower's
12 1/4% Series A Cumulative Exchangeable Preferred Stock due 2008 issued in
compliance with the Original Credit Agreement.

              "Series A Exchangeable Preferred Stock Documents" shall mean each
document delivered pursuant to the Series A Exchangeable Preferred Stock
Issuance or in connection therewith (including, but not limited to, the Old
Junior Exchange Debenture Indenture and all documents relating thereto).

              "Series A Exchangeable Preferred Stock Issuance" shall mean the
"Preferred Stock Issuance" under, and as defined in, the Original Credit
Agreement.

              "SFX" shall mean WBLI, Inc., WHFM, Inc., WBAB, Inc. and WGBB,
Inc., all New York corporations, together with WBLI-FM, Inc. and SFX
Broadcasting, Inc., two Delaware corporations.

              "SFX Exchange" shall mean the simultaneous exchange by the
Borrower of two of the OmniAmerica Stations (Stations WFYV (FM), Atlantic Beach
and WAPE (FM), Jacksonville, Florida) and approximately $11,000,000 in cash for
Stations WGBB (AM), Freeport, WBAB-FM, Babylon, WBLI (FM), Patchogue and WHFM
(FM), Southampton, New York (the "SFX Stations") in accordance with the terms
and provisions of the SFX Exchange Documents.

              "SFX Exchange Documents" shall mean the agreement, dated as of
July 1, 1996, between the Borrower and SFX, as in effect on the Restatement
Effective Date, and all other agreements and documents relating to the SFX
Radio Exchange.

              "SFX Stations" shall have the meaning provided in the definition
of SFX Exchange.

              "Shamrock" shall mean Shamrock Broadcasting, Inc., a Delaware
corporation.

              "Shamrock Broadcasting Licenses" shall mean Shamrock Broadcasting
Licenses of Denver, Inc., a Delaware corporation.





                                     -129-
<PAGE>   137
              "Shamrock Radio" shall mean Shamrock Radio Licenses, Inc., a
Delaware corporation.

              "Shareholders' Agreements" shall have the meaning provided in
Section 5A.05.

              "Standby Letter of Credit" shall have the meaning provided in
Section 2.01(a).

              "Start Date" shall have the meaning provided in the definition of
Interest Reduction Discount.

              "Stated Amount" of each Letter of Credit shall, at any time, mean
the maximum amount available to be drawn thereunder (in each case determined
without regard to whether any conditions to drawing could then be met).

              "Station Swap" shall have the meaning provided in Section
9.02(ix).

              "Stations" shall mean and include all of the radio stations owned
and operated by Holdings and its Subsidiaries on the Restatement Effective
Date, after giving effect to the Colfax Acquisition, the Colfax Stations, after
giving effect to the OmniAmerica Acquisition, the OmniAmerica Stations, after
giving effect to the American Radio Exchange, the American Radio Station, and
any radio stations acquired pursuant to Section 4.02(f)).

              "Stock Swapped Station" shall have the meaning provided in
Section 9.02(ix).

              "Stock Swaps" shall have the meaning provided in Section
9.02(ix).

              "Stock Target Station" shall have the meaning provided in Section
9.02(ix).

              "Stockholders Agreement" shall mean the amended and restated
stockholders agreement dated as of February 14, 1996, among Holdings and the
stockholders of Holdings party thereto, as amended through the Restatement
Effective Date.

              "Subsidiary" shall mean, as to any Person, (i) any corporation
more than 50% of whose stock of any class or classes having by the terms
thereof ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time stock of any class or
classes of such corporation shall have or might





                                     -130-
<PAGE>   138
have voting power by reason of the happening of any contingency) is at the time
owned by such Person and/or one or more Subsidiaries of such Person and (ii)
any partnership, association, joint venture or other entity in which such
Person and/or one or more Subsidiaries of such Person has more than a 50%
equity interest at the time.

              "Supermajority Banks" shall mean Non-Defaulting Banks the sum of
whose outstanding Term Loans (and, if prior to the OmniAmerica Borrowing Date,
Term Loan Commitment) represent an amount greater than 66-2/3% of outstanding
Term Loans (and, if prior to the OmniAmerica Borrowing Date, Total Term Loan
Commitment) of Non-Defaulting Banks.

              "Swapped Station" shall have the meaning provided in Section
9.02(ix).

              "Syndication Agent" shall mean NationsBank, N.A., in its capacity
as Syndication Agent for the Banks hereunder.

              "Syndication Date" shall mean that date upon which the Managing
Agent determines in its sole discretion (and notifies the Borrower) that the
primary syndication (and resultant addition of institutions as Banks pursuant
to Section 13.04) has been completed.

              "Target Station" shall have the meaning provided in Section
9.02(ix).

              "Tax Sharing Agreement" shall have the meaning provided in
Section 5A.05.

              "Taxes" shall have the meaning provided in Section 4.04(a).

              "Term Loan" shall have the meaning provided in Section 1.01(a).

              "Term Loan Availability Termination Date" shall mean March 31,
1997.

              "Term Loan Borrowing Date" shall have the meaning provided in
Section 1.01(a).

              "Term Loan Commitment Commission" shall have the meaning provided
in Section 3.01(a)(i).

              "Term Loan Commitment" shall mean for each Bank the amount set
forth opposite such Bank's name in Schedule I hereto in the column entitled
"Term Loan Commitment" as same may be (x) reduced from time to time pursuant to
Sections 3.03,





                                     -131-
<PAGE>   139
4.02 and/or 10 or (y) adjusted from time to time as a result of assignments to
or from such Bank pursuant to Section 1.13 or 13.04(b).

              "Term Loan Conversion" shall have the meaning provided in Section
1.01(a).

              "Term Loan Maturity Date" shall mean January 31, 2003.

              "Term Notes" shall have the meaning provided in Section 1.05(a).

              "Test Period" shall mean (i) for any determination made on and
prior to December 31, 1997, the period from January 1, 1997 to the last day of
the fiscal quarter then last ended and (ii) for any determination made
thereafter, the four consecutive fiscal quarters then last ended (taken as one
accounting period).

              "TL Percentage" of any Bank at any time shall mean a fraction
(expressed as a percentage), the numerator of which is the Term Loan Commitment
of such Bank at such time and the denominator of which is the Total Term Loan
Commitment at such time.

              "Total Available Revolving Loan Commitment" shall mean, at any
time, the Total Revolving Loan Commitment less the Blocked Commitment, if any,
at such time.

              "Total Commitment" shall mean the sum of the Total Term Loan
Commitment and the Total Revolving Loan Commitment.

              "Total Revolving Loan Commitment" shall mean, at any time, the
sum of the Revolving Loan Commitments of each of the Banks.

              "Total Supermajority Banks" shall mean Non-Defaulting Banks the
sum of whose outstanding Term Loans (and, if prior to the OmniAmerica Borrowing
Date, Term Loan Commitment) and Revolving Commitments (or after the termination
thereof, outstanding Revolving Loans and Adjusted RL Percentage or Letter of
Credit Outstandings) represent an amount greater than 66-2/3% of outstanding
Term Loans (and, if prior to the OmniAmerica Borrowing Date, Term Loan
Commitments) and Revolving Commitments (or after the termination thereof,
outstanding Revolving Loans and Adjusted RL Percentage or Letter of Credit
Outstandings) of Non-Defaulting Banks.





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              "Total Term Loan Commitment" shall mean, at any time, the sum of
the Term Loan Commitments of each Bank.

              "Total Unutilized Revolving Loan Commitment" shall mean, at any
time, the sum of the Unutilized Revolving Loan Commitments of each of the
Banks.

              "Trade Letter of Credit" shall have the meaning provided in
Section 2.01(a).

              "Tranche" shall mean the respective facility and commitments
utilized in making Loans hereunder, with there being three separate Tranches,
i.e., Term Loans, and Revolving Loans.

              "Transaction" shall mean and include the Colfax Acquisition, the
Exchangeable Preferred Stock Issuance, the Convertible Preferred Stock
Issuance, the transfer of the Colfax FCC Licenses to the License Subsidiary,
the amendment and restatement of the Original Credit Agreement and related
guaranties and security documents as provided herein, and on and after the
OmniAmerica Borrowing Date, the OmniAmerica Transaction and the payment of fees
and expenses in connection with the foregoing.

              "Transaction Documents" shall mean the Colfax Acquisition
Documents, the Exchangeable Preferred Stock Documents, the Convertible
Preferred Stock Documents, the Credit Documents and all other documents
effectuating the Transaction or executed in connection therewith.

              "Trefoil" shall mean Trefoil Communications, Inc., a Delaware
corporation.

              "Type" shall mean the type of Loan determined with regard to the
interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

              "UCC" shall mean the Uniform Commercial Code as from time to time
in effect in the relevant jurisdiction.

              "Unfunded Current Liability" of any Plan means the amount, if
any, by which the actuarial present value of the accumulated benefits under the
Plan as of the close of its most recent plan year, determined in accordance
with Statement of Financial Accounting Standards No. 35, based upon the
actuarial assumptions used by the Plan's actuary in the most recent annual
valuation of the Plan, exceeds the fair market value of the assets allocable
thereto, determined in accordance with Section 412 of the Code.





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              "United States" and "U.S." shall each mean the United States of
America.

              "Unpaid Drawing" shall have the meaning provided in Section
2.04(a).

              "Unutilized Term Loan Commitment" with respect to any Bank, at
any time, shall mean such Bank's Term Loan Commitment at such time.

              "Unutilized Revolving Loan Commitment" with respect to any Bank,
at any time, shall mean such Bank's Revolving Loan Commitment at such time less
the sum of (i) the aggregate outstanding principal amount of Revolving Loans
made by such Bank plus (ii) such Bank's Adjusted RL Percentage of all Letter of
Credit Outstandings.

              "Voting Stock" shall mean, as to any Person, any class or classes
of capital stock of such Person pursuant to which the holders thereof have the
general voting power under ordinary circumstances to elect at least a majority
of the Board of Directors of such Person, or any class or classes of capital
stock convertible into such stock at the option of the holders thereof.

              "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Wholly-Owned
Subsidiaries of such Person has a 100% equity interest at such time.  Any
reference to a Wholly-Owned Subsidiary, unless expressly to a Wholly-Owned
Subsidiary of another Person, shall mean a Wholly-Owned Subsidiary of the
Borrower.

              SECTION 12.  The Managing Agent.

              12.01  Appointment.  The Banks hereby designate BTCo as Managing
Agent (for purposes of this Section 12, the term "Managing Agent" shall include
BTCo in its capacity as Collateral Agent pursuant to the Security Documents) to
act as specified herein and in the other Credit Documents.  Each Bank hereby
irrevocably authorizes, and each holder of any Note by the acceptance of such
Note shall be deemed irrevocably to authorize, the Managing Agent to take such
action on its behalf under the provisions of this Agreement, the other Credit
Documents and any other instruments and agreements referred to herein or
therein and to exercise such powers and to perform such duties hereunder and
thereunder as are specifically delegated to or required of the Managing Agent
by the terms hereof and thereof and such other powers as are reasonably
incidental thereto.  The Managing Agent may perform any of its duties





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hereunder by or through its respective officers, directors, agents, employees
or affiliates.  The Documentation Agent and Syndication Agent shall have no
duties or liabilities in acting in such capacities hereunder.

              12.02  Nature of Duties.  The Managing Agent shall not have any
duties or responsibilities except those expressly set forth in this Agreement
and the Security Documents.  Neither the Managing Agent nor any of its
respective officers, directors, agents, employees or affiliates shall be liable
for any action taken or omitted by it or them hereunder or under any other
Credit Document or in connection herewith or therewith, unless caused by its or
their gross negligence or willful misconduct.  The duties of the Managing Agent
shall be mechanical and administrative in nature; the Managing Agent shall not
have by reason of this Agreement or any other Credit Document a fiduciary
relationship in respect of any Bank or the holder of any Note; and nothing in
this Agreement or any other Credit Document, expressed or implied, is intended
to or shall be so construed as to impose upon the Managing Agent any
obligations in respect of this Agreement or any other Credit Document except as
expressly set forth herein or therein.

              12.03  Lack of Reliance on the Managing Agent.  Independently and
without reliance upon the Managing Agent, each Bank and the holder of each
Note, to the extent it deems appropriate, has made and shall continue to make
(i) its own independent investigation of the financial condition and affairs of
Holdings and its Subsidiaries in connection with the making and the continuance
of the Loans and the taking or not taking of any action in connection herewith
and (ii) its own appraisal of the creditworthiness of Holdings and its
Subsidiaries and, except as expressly provided in this Agreement, the Managing
Agent shall not have any duty or responsibility, either initially or on a
continuing basis, to provide any Bank or the holder of any Note with any credit
or other information with respect thereto, whether coming into its possession
before the making of the Loans or at any time or times thereafter.  The
Managing Agent shall not be responsible to any Bank or the holder of any Note
for any recitals, statements, information, representations or warranties herein
or in any document, certificate or other writing delivered in connection
herewith or for the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, priority or sufficiency of this
Agreement or any other Credit Document or the financial condition of Holdings
and its Subsidiaries or be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of this
Agreement or any other Credit Document, or the financial condition of Holdings
and its Subsidiaries or the existence or possible existence of any Default or
Event of Default.

              12.04  Certain Rights of the Managing Agent.  If the Managing
Agent shall request instructions from the Required Banks with respect to any
act or action





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(including failure to act) in connection with this Agreement or any other
Credit Document, the Managing Agent shall be entitled to refrain from such act
or taking such action unless and until the Managing Agent shall have received
instructions from the Required Banks; and the Managing Agent shall not incur
liability to any Person by reason of so refraining.  Without limiting the
foregoing, neither any Bank nor the holder of any Note shall have any right of
action whatsoever against the Managing Agent as a result of the Managing Agent
acting or refraining from acting hereunder or under any other Credit Document
in accordance with the instructions of the Required Banks.

              12.05  Reliance.  The Managing Agent shall be entitled to rely,
and shall be fully protected in relying, upon any note, writing, resolution,
notice, statement, certificate, telex, teletype or telecopier message,
cablegram, radiogram, order or other document or telephone message signed, sent
or made by any Person that the Managing Agent believed to be the proper Person,
and, with respect to all legal matters pertaining to this Agreement and any
other Credit Document and its duties hereunder and thereunder, upon advice of
counsel selected by the Managing Agent.

              12.06  Indemnification.  To the extent the Managing Agent is not
reimbursed and indemnified by the Borrower, the Banks will reimburse and
indemnify the Managing Agent, in proportion to their respective "percentages"
as used in determining the Required Banks, for and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, costs, expenses or disbursements of whatsoever kind or nature which
may be imposed on, asserted against or incurred by the Managing Agent in
performing its respective duties hereunder or under any other Credit Document,
in any way relating to or arising out of this Agreement or any other Credit
Document; provided that no Bank shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Managing Agent's
gross negligence or willful misconduct.

              12.07  The Managing Agent in Its Individual Capacity.  With
respect to its obligation to make Loans under this Agreement, the Managing
Agent shall have the rights and powers specified herein for a "Bank" and may
exercise the same rights and powers as though it were not performing the duties
specified herein; and the term "Banks," "Required Banks," "holders of Notes" or
any similar terms shall, unless the context clearly otherwise indicates,
include the Managing Agent in its individual capacity.  The Managing Agent may
accept deposits from, lend money to, and generally engage in any kind of
banking, trust or other business with any Credit Party or any Affiliate of any
Credit Party as if it were not performing the duties specified herein, and may
accept fees and other consideration from the Borrower or any other Credit





                                     -136-
<PAGE>   144
Party for services in connection with this Agreement and otherwise without
having to account for the same to the Banks.

              12.08  Holders.  The Managing Agent may deem and treat the payee
of any Note as the owner thereof for all purposes hereof unless and until a
written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Managing Agent.  Any request, authority
or consent of any Person who, at the time of making such request or giving such
authority or consent, is the holder of any Note shall be conclusive and binding
on any subsequent holder, transferee, assignee or indorsee, as the case may be,
of such Note or of any Note or Notes issued in exchange therefor.

              12.09  Resignation by the Managing Agent.  (a)  The Managing
Agent may resign from the performance of all its functions and duties hereunder
and/or under the other Credit Documents at any time by giving 15 Business Days'
prior written notice to the Borrower and the Banks.  Such resignation shall
take effect upon the appointment of a successor Managing Agent pursuant to
clauses (b) and (c) below or as otherwise provided below.

              (b)  Upon any such notice of resignation, the Banks shall appoint
a successor Managing Agent hereunder or thereunder who shall be a commercial
bank or trust company reasonably acceptable to the Borrower.

              (c)  If a successor Managing Agent shall not have been so
appointed within such 15 Business Day period, the Managing Agent, with the
consent of the Borrower, shall then appoint a successor Managing Agent who
shall serve as Managing Agent hereunder or thereunder until such time, if any,
as the Banks appoint a successor Managing Agent as provided above.

              (d)  If no successor Managing Agent has been appointed pursuant
to clause (b) or (c) above by the 20th Business Day after the date such notice
of resignation was given by the Managing Agent, the Managing Agent's
resignation shall become effective and the Required Banks shall thereafter
perform all the duties of the Managing Agent hereunder and/or under any other
Credit Document until such time, if any, as the Banks appoint a successor
Managing Agent as provided above.

              SECTION 13.  Miscellaneous.

              13.01  Payment of Expenses, etc.  (a)  The Borrower shall:  (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Managing Agent (including,
without limitation, the





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reasonable fees and disbursements of White & Case and local counsel) in
connection with the preparation, execution and delivery of this Agreement and
the other Credit Documents and the documents and instruments referred to herein
and therein and any amendment, waiver or consent relating hereto or thereto, of
the Managing Agent in connection with its syndication efforts with respect to
this Agreement and of the Managing Agent and, following an Event of Default,
each of the Banks in connection with the enforcement of this Agreement and the
other Credit Documents and the documents and instruments referred to herein and
therein (including, without limitation, the reasonable fees and disbursements
of counsel for the Managing Agent and, following an Event of Default, for each
of the Banks including any reasonable allocated costs of in-house counsel);
(ii) pay and hold each of the Banks harmless from and against any and all
present and future stamp, excise and other similar taxes with respect to the
foregoing matters and save each of the Banks harmless from and against any and
all liabilities with respect to or resulting from any delay or omission (other
than to the extent attributable to such Bank) to pay such taxes; and (iii)
indemnify the Managing Agent and each Bank, and each of their respective
officers, directors, employees, representatives and agents from and hold each
of them harmless against any and all liabilities, obligations (including
removal or remedial actions), losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses and disbursements (including reasonable
attorneys' and consultants' fees and disbursements) incurred by, imposed on or
assessed against any of them as a result of, or arising out of, or in any way
related to, or by reason of, (a) any investigation, litigation or other
proceeding (whether or not the Managing Agent or any Bank is a party thereto)
related to the entering into and/or performance of this Agreement or any other
Credit Document or the use of any Letter of Credit or the proceeds of any Loans
hereunder or the consummation of any transactions contemplated herein
(including, without limitation, the Colfax Transaction and the OmniAmerica
Transaction) or in any other Credit Document or the exercise of any of their
rights or remedies provided herein or in the other Credit Documents, or (b) the
non-compliance of any Real Property with foreign, federal, state and local
laws, regulations, and ordinances (including applicable permits thereunder)
applicable to any Real Property, (excluding Environmental Laws which are
governed by the Amended and Restated Environmental Indemnity Agreement) owned
or at any time operated by Holdings or any of its Subsidiaries, including, in
each case, without limitation, the reasonable fees and disbursements of counsel
and other consultants incurred in connection with any such investigation,
litigation or other proceeding (but excluding any losses, liabilities, claims,
damages or expenses to the extent incurred by reason of the gross negligence or
willful misconduct of the Person to be indemnified).  To the extent that the
undertaking to indemnify, pay or hold harmless the Managing Agent or any Bank
set forth in the preceding sentence may be unenforceable because it is
violative of any law or public policy, the Borrower shall make the maximum
contribution to the





                                     -138-
<PAGE>   146
payment and satisfaction of each of the indemnified liabilities which is
permissible under applicable law.

              (b)  Notwithstanding anything to the contrary contained in this
Agreement, the indemnification provided for in this Section 13.01 shall not
apply to Environmental Claims, Hazardous Materials or Releases, all of which
shall be governed exclusively by the Amended and Restated Environmental
Indemnity Agreement.

              13.02  Right of Setoff; Collateral Matters.  (a)  In addition to
any rights now or hereafter granted under applicable law or otherwise, and not
by way of limitation of any such rights, upon the occurrence of an Event of
Default, each Bank is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to Holdings or
the Borrower or to any other Person, any such notice being hereby expressly
waived, to set off and to appropriate and apply any and all deposits (general
or special) and any other Indebtedness at any time held or owing by such Bank
(including, without limitation, by branches and agencies of such Bank wherever
located) to or for the credit or the account of Holdings or the Borrower
against and on account of the Obligations and liabilities of Holdings or the
Borrower to such Bank under this Agreement or under any of the other Credit
Documents, including, without limitation, all interests in Obligations
purchased by such Bank pursuant to Section 13.06(b), and all other claims of
any nature or description arising out of or connected with this Agreement or
any other Credit Document, irrespective of whether or not such Bank shall have
made any demand hereunder and although said Obligations, liabilities or claims,
or any of them, shall be contingent or unmatured.

              (b)  NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME
THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY
LOCATED IN CALIFORNIA, NO BANK SHALL EXERCISE A RIGHT OF SETOFF, BANKER'S LIEN
OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY
PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE THAT IS NOT
TAKEN BY THE REQUIRED BANKS OR APPROVED IN WRITING BY THE REQUIRED BANKS IF
SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a,
580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF
THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE
VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL
AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND
OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY BANK OF ANY SUCH
RIGHT WITHOUT OBTAINING SUCH CONSENT OF





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<PAGE>   147
THE REQUIRED BANKS SHALL BE NULL AND VOID.  THIS SUBSECTION (b) SHALL BE SOLELY
FOR THE BENEFIT OF EACH OF THE MANAGING AGENT, THE COLLATERAL AGENT AND THE
BANKS HEREUNDER AND SHALL NOT CREATE ANY RIGHTS FOR THE BENEFIT OF ANY CREDIT
PARTY OR ANY OTHER PERSON.

              13.03  Notices.  Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered:  if to Holdings, at
Holdings' address specified opposite its signature below; if to the Borrower,
at the Borrower's address specified opposite its signature below; if to any
Bank, at its address specified opposite its name below; and if to the Managing
Agent, at its Notice Office; or, as to any Credit Party or the Managing Agent,
at such other address as shall be designated by such party in a written notice
to the other parties hereto and, as to each Bank, at such other address as
shall be designated by such Bank in a written notice to the Borrower and the
Managing Agent.  All such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be
effective when deposited in the mails, delivered to the telegraph company,
cable company or overnight courier, as the case may be, or sent by telex or
telecopier, except that notices and communications to the Managing Agent and
the Borrower shall not be effective until received by the Managing Agent or the
Borrower, as the case may be.

              13.04  Benefit of Agreement.  (a)  This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided, however, no Credit
Party may assign or transfer any of its rights, obligations or interest
hereunder or under any other Credit Document without the prior written consent
of the Banks and, provided further, that, although any Bank may transfer,
assign or grant participations in its rights hereunder, such Bank shall remain
a "Bank" for all purposes hereunder (and may not transfer or assign all or any
portion of its Commitments hereunder except as provided in Section 13.04(b))
and the transferee, assignee or participant, as the case may be, shall not
constitute a "Bank" hereunder and, provided further, that no Bank shall
transfer or grant any participation under which the participant shall have
rights to approve any amendment to or waiver of this Agreement or any other
Credit Document except to the extent such amendment or waiver would (i) extend
the final scheduled maturity of any Loan, Note or Letter of Credit (unless such
Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in
which such participant is participating, or reduce the rate or extend the time
of payment of interest or Fees thereon (except in connection with a waiver of
applicability of any post-default increase in interest rates) or reduce the
principal amount thereof, or increase the amount of the participant's
participation over the





                                     -140-
<PAGE>   148
amount thereof then in effect (it being understood that a waiver of any Default
or Event of Default or of a mandatory reduction in the Total Commitment shall
not constitute a change in the terms of such participation, and that an
increase in any Commitment or Loan and an increase in the available portion of
any Commitment of any Bank shall be permitted without the consent of any
participant if the participant's participation is not increased as a result
thereof), (ii) consent to the assignment or transfer by the Borrower of any of
its rights and obligations under this Agreement or (iii) release all or
substantially all of the Collateral under all of the Security Documents (except
as expressly provided in the Credit Documents) supporting the Loans hereunder
in which such participant is participating.  In the case of any such
participation, the participant shall not have any rights under this Agreement
or any of the other Credit Documents (the participant's rights against such
Bank in respect of such participation to be those set forth in the agreement
executed by such Bank in favor of the participant relating thereto) and all
amounts payable by the Borrower hereunder shall be determined as if such Bank
had not sold such participation.

              (b)  Notwithstanding the foregoing, any Bank (or any Bank
together with one or more other Banks) may (x) assign all or a portion of its
Commitments (and related outstanding Obligations hereunder) and/or its
outstanding Term Loans to its parent company and/or any affiliate of such Bank
which is at least 50% owned by such Bank or its parent company or to one or
more Banks or (y) assign all, or if less than all, a portion equal to at least
$5,000,000 in the aggregate for the assigning Bank or assigning Banks, of such
Revolving Loan Commitments and outstanding principal amount of Term Loans (and,
if prior to the OmniAmerica Borrowing Date, Term Loan Commitment) hereunder to
one or more Eligible Transferees, each of which assignees shall become a party
to this Agreement as a Bank by execution of an Assignment and Assumption
Agreement, provided that, (i) at such time Schedule I shall be deemed modified
to reflect the Commitments (and/or outstanding Term Loans, as the case may be)
of such new Bank and of the existing Banks, (ii) upon surrender of the old
Notes, new Notes will be issued, at the Borrower's expense, to such new Bank
and to the assigning Bank, such new Notes to be in conformity with the
requirements of Section 1.05 (with appropriate modifications) to the extent
needed to reflect the revised Commitments (and/or outstanding Term Loans, as
the case may be), (iii) the consent of the Managing Agent shall be required in
connection with any such assignment (which consent shall not be unreasonably
withheld) and (iv) the Managing Agent shall receive at the time of each such
assignment, from the assigning or assignee Bank, the payment of a non-
refundable assignment fee of $3,500 and, provided further, that such transfer
or assignment will not be effective until recorded by the Managing Agent on the
Register pursuant to Section 13.17 hereof.  To the extent of any assignment
pursuant to this Section 13.04(b), the assigning Bank shall be relieved of its
obligations hereunder with respect to its assigned Commitments.  At the time of
each assignment





                                     -141-
<PAGE>   149
pursuant to this Section 13.04(b) to a Person which is not already a Bank
hereunder and which is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for Federal income tax purposes, the
respective assignee Bank shall provide to the Borrower and the Managing Agent
the appropriate Internal Revenue Service Forms (and, if applicable a Section
4.04(b)(ii) Certificate) described in Section 4.04(b).  To the extent that an
assignment of all or any portion of a Bank's Commitments and related
outstanding Obligations pursuant to Section 1.13 or this Section 13.04(b)
would, at the time of such assignment, result in increased costs under Section
1.10, 1.11, 2.05 or 4.04 from those being charged by the respective assigning
Bank prior to such assignment, then the Borrower shall not be obligated to pay
such increased costs (although the Borrower shall be obligated to pay any other
increased costs of the type described above resulting from changes after the
date of the respective assignment).

              (c)  Nothing in this Agreement shall prevent or prohibit any Bank
from pledging its Loans and Notes hereunder to a Federal Reserve Bank in
support of borrowings made by such Bank from such Federal Reserve Bank.

              13.05  No Waiver; Remedies Cumulative.  No failure or delay on
the part of the Managing Agent or any Bank or any holder of any Note in
exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between the Borrower or any other Credit
Party and the Managing Agent or any Bank or the holder of any Note shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Credit Document preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder or thereunder.  The rights, powers and remedies herein
or in any other Credit Document expressly provided are cumulative and not
exclusive of any rights, powers or remedies which the Managing Agent or any
Bank or the holder of any Note would otherwise have.  No notice to or demand on
any Credit Party in any case shall entitle any Credit Party to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Managing Agent or any Bank or the holder of any
Note to any other or further action in any circumstances without notice or
demand.

              13.06  Payments Pro Rata.  (a)  Except as otherwise provided in
this Agreement, the Managing Agent agrees that promptly after its receipt of
each payment from or on behalf of the Borrower in respect of any Obligations
hereunder, it shall distribute such payment to the Banks (other than any Bank
that has consented in writing to waive its pro rata share of any such payment)
pro rata based upon their respective shares, if any, of the Obligations with
respect to which such payment was received.





                                     -142-
<PAGE>   150
              (b)  Each of the Banks agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security,
by the exercise of the right of setoff or banker's lien, by counterclaim or
cross action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings, Commitment Commission or Letter of Credit Fees,
of a sum which with respect to the related sum or sums received by other Banks
is in a greater proportion than the total of such Obligation then owed and due
to such Bank bears to the total of such Obligation then owed and due to all of
the Banks immediately prior to such receipt, then such Bank receiving such
excess payment shall purchase for cash without recourse or warranty from the
other Banks an interest in the Obligations of the respective Credit Party to
such Banks in such amount as shall result in a proportional participation by
all the Banks in such amount; provided that if all or any portion of such
excess amount is thereafter recovered from such Bank, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

              (c)  Notwithstanding anything to the contrary contained herein,
the provisions of the preceding Sections 13.06(a) and (b) shall be subject to
the express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Banks as opposed to Defaulting Banks.

              13.07  Calculations; Computations.  (a)  The financial statements
to be furnished to the Banks pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in
the notes thereto or as otherwise disclosed in writing by the Borrower to the
Banks); provided that, except as otherwise specifically provided herein, all
computations of Excess Cash Flow and all computations determining compliance
with Sections 9.07 through 9.12, inclusive, shall utilize accounting principles
and policies in conformity with those used to prepare the historical financial
statements delivered to the Banks pursuant to Section 7.05(a) (with the
foregoing generally accepted accounting principles, subject to the preceding
proviso, herein called "GAAP").

              (b)  All computations of interest, Commitment Commission and Fees
hereunder shall be made on the basis of a year of 360 days for the actual
number of days (including the first day but excluding the last day) occurring
in the period for which such interest, Commitment Commission or Fees are
payable.

              13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER
OF JURY TRIAL.  (A)  THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
RIGHTS AND OBLIGATIONS OF





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THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN
CERTAIN OF THE MORTGAGES, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF
THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW
YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF HOLDINGS AND
THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS.  EACH OF HOLDINGS AND THE BORROWER HEREBY IRREVOCABLY DESIGNATES,
APPOINTS AND EMPOWERS BILL EDWARDS, THE VICE PRESIDENT AND GENERAL MANAGER AT
WALK-AM/FM, 66 COLONIAL DRIVE, PATCHOGUE, NEW YORK 11772 AS ITS DESIGNEE,
APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF,
AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS,
NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.  IF
FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE
TO ACT AS SUCH, EACH CREDIT PARTY AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE
AND AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION
SATISFACTORY TO THE MANAGING AGENT UNDER THIS AGREEMENT.  EACH OF HOLDINGS AND
THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY
OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY CREDIT
PARTY AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO
BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.  NOTHING HEREIN SHALL AFFECT THE
RIGHT OF THE MANAGING AGENT UNDER THIS AGREEMENT, ANY BANK OR THE HOLDER OF ANY
NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER
JURISDICTION.

              (b)  EACH OF HOLDINGS AND THE BORROWER HEREBY IRREVOCABLY WAIVES
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
OF THE





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AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

              (c)  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

              13.09  Counterparts.  This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.  A set of counterparts executed by all the parties hereto shall be
lodged with the Borrower and the Managing Agent.

              13.10  Effectiveness.  (a)  This Agreement shall become effective
on the date (the "Restatement Effective Date") on which (i) each of the
Borrower, the Managing Agent, each Continuing Bank and each New Bank shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered (including by way of facsimile device) the same to the
Managing Agent at its Notice Office and (ii) the conditions contained in
Sections 5A, 6 and 13.10(b) are met to the satisfaction of the Managing Agent
and the Required Banks (determined immediately after the occurrence of the
Restatement Effective Date).  Unless the Managing Agent has received actual
notice from any Bank that the conditions contained in Sections 5A and 6 have
not been met to its satisfaction, upon the satisfaction of the condition
described in clause (i) of the immediately preceding sentence and upon the
Managing Agent's good faith determination that the conditions described in
clause (ii) of the immediately preceding sentence have been met, then the
Restatement Effective Date shall have been deemed to have occurred, regardless
of any subsequent determination that one or more of the conditions thereto had
not been met (although the occurrence of the Restatement Effective Date shall
not release the Borrower from any liability for failure to satisfy one or more
of the applicable conditions contained in Section 5A or 6).  The Managing Agent
will give the Borrower and each Bank prompt written notice of the occurrence of
the Restatement Effective Date.





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              (b)  On the Restatement Effective Date, each New Bank and each
Continuing Bank shall have delivered to the Managing Agent for the account of
the Borrower an amount equal to (i) in the case of each New Bank, the Term
Loans and Revolving Loans to be made by such New Bank on the Restatement
Effective Date and (ii) in the case of each Continuing Bank, the amount by
which the principal amount of Loans to be made and/or converted by such
Continuing Bank on the Restatement Effective Date exceeds the amount of the
Original Loans of such Continuing Bank outstanding on the Restatement Effective
Date.  Notwithstanding anything to the contrary contained in this Section
13.10(b), in satisfying the foregoing condition, unless the Managing Agent
shall have been notified by any Bank prior to the occurrence of the Restatement
Effective Date that such Bank does not intend to make available to the Managing
Agent such Bank's Term Loans and Revolving Loans required to be made by it on
such date, then the Managing Agent may, in reliance on such assumption, make
available to the Borrower the corresponding amounts in accordance with the
provisions of Section 1.04 of this Agreement, and the making available by the
Managing Agent of such amounts shall satisfy the condition contained in this
Section 13.10(b).

              13.11  Headings Descriptive.  The headings of the several
sections and subsections of this Agreement are inserted for convenience only
and shall not in any way affect the meaning or construction of any provision of
this Agreement.

              13.12  Amendment or Waiver; etc.  (a)  Neither this Agreement nor
any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing signed by the respective Credit Parties party thereto
and the Required Banks, provided that no such change, waiver, discharge or
termination shall, without the consent of each Bank (other than a Defaulting
Bank) (with Obligations being directly affected), (i) extend the final
scheduled maturity of any Loan or Note or extend the stated maturity of any
Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or
extend the time of payment of interest or Fees thereon (except in connection
with a waiver of applicability of any post-default increase in interest rates),
or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) release all or substantially all of the Collateral (except as expressly
provided in the Credit Documents) under all the Security Documents, (iii)
amend, modify or waive any provision of this Section 13.12, (iv) reduce the
percentage specified in the definition of Required Banks (it being understood
that, with the consent of the Required Banks, additional extensions of credit
pursuant to this Agreement may be included in the determination of the Required
Banks on substantially the same basis as the extensions of Term Loans and
Revolving Loan Commitments are included on the Restatement Effective Date) or
(v) consent to the assignment or transfer by the Borrower of any of its rights
and obligations under this Agreement; provided further, that no such change,
waiver,





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<PAGE>   154
discharge or termination shall (u) increase the Commitments of any Bank over
the amount thereof then in effect without the consent of such Bank (it being
understood that waivers or modifications of conditions precedent, covenants,
Defaults or Events of Default or of a mandatory reduction in the Total
Commitment shall not constitute an increase of the Commitment of any Bank, and
that an increase in the available portion of any Commitment of any Bank shall
not constitute an increase in the Commitment of such Bank), (v) without the
consent of the Managing Agent, amend, modify or waive any provision of Section
2 or alter its rights or obligations with respect to Letters of Credit, (w)
without the consent of the Managing Agent, amend, modify or waive any provision
of Section 12 as same applies to such Managing Agent or any other provision as
same relates to the rights or obligations of such Managing Agent, (x) without
the consent of the Collateral Agent, amend, modify or waive any provision
relating to the rights or obligations of the Collateral Agent, (y) without the
consent of the Supermajority Banks, amend, modify or waive the definition of
Supermajority Banks, any Scheduled Repayment or, this clause (x), and (z)
without the consent of the Total Supermajority Banks, amend, modify or waive
Section 9.04(xii) or 9.04(xiii), reduce the percentage specified in the
definition of Total Supermajority Banks (it being understood that, with the
consent of the Total Supermajority Banks, additional extensions of credit
pursuant to this Agreement may be included in the determination of the Total
Supermajority Banks on substantially the same basis as the extensions of Term
Loans and Revolving Loan Commitments are included on the Restatement Effective
Date) or this clause (y) of the final proviso of Section 13.12(a).
Notwithstanding anything to the contrary contained herein, the Managing Agent
may enter into documentation (including any changes to this Agreement or the
other Credit Documents) necessary to effect the increase in the Total Revolving
Commitment pursuant to Section 9.04(xiv).

              (b)  If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement as
contemplated by clauses (i) through (v), inclusive, of the first proviso to
Section 13.12(a), the consent of the Required Banks is obtained but the consent
of one or more of such other Banks whose consent is required is not obtained,
then the Borrower shall have the right, so long as all non-consenting Banks are
treated as described in clauses (A) or (B) below, to either (A) replace each
such non-consenting Bank or Banks with one or more Replacement Banks pursuant
to Section 1.13 so long as at the time of such replacement, each such
Replacement Bank consents to the proposed  change, waiver, discharge or
termination or (B) terminate such non-consenting Bank's Revolving Loan
Commitment and repay its Loans, in accordance with Sections 3.02(b) and
4.01(v), respectively, provided that in any event the Borrower shall not have
the right to replace a Bank, terminate its Revolving Loan Commitment or repay
its Loans solely as a result of the exercise of such Bank's rights (and the
withholding of any required consent by such Bank) pursuant to the second
proviso to Section 13.12(a).





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<PAGE>   155
              13.13  Survival.  All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01 shall,
subject to Section 13.15 (to the extent applicable), survive the execution,
delivery and termination of this Agreement and the Notes and the making and
repayment of the Loans.

              13.14  Domicile of Loans.  Each Bank may transfer and carry its
Loans at, to or for the account of any office, Subsidiary or Affiliate of such
Bank.  Notwithstanding anything to the contrary contained herein, to the extent
that a transfer of Loans pursuant to this Section 13.14 would, at the time of
such transfer, result in increased costs under Section 1.10, 1.11, 2.05 or 4.04
from those being charged by the respective Bank prior to such transfer, then
the Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes giving rise to such increased costs
after the date of the respective transfer).

              13.15  Limitation on Additional Amounts, etc.  Notwithstanding
anything to the contrary contained in Section 1.10, 1.11, 2.05 or 4.04 of this
Agreement, unless a Bank gives notice to the Borrower that it is obligated to
pay an amount under the respective Section within one year after the later of
(x) the date the Bank incurs the respective increased costs, Taxes, loss,
expense or liability, reduction in amounts received or receivable or reduction
in return on capital or (y) the date such Bank has actual knowledge of its
incurrence of the respective increased costs, Taxes, loss, expense or
liability, reductions in amounts received or receivable or reduction in return
on capital, then such Bank shall only be entitled to be compensated for such
amount by the Borrower pursuant to said Section 1.10, 1.11, 2.05 or 4.04, as
the case may be, to the extent the costs, Taxes, loss, expense or liability,
reduction in amounts received or receivable or reduction in return on capital
are incurred or suffered on or after the date which occurs one year prior to
such Bank giving notice to the Borrower that it is obligated to pay the
respective amounts pursuant to said Section 1.10, 1.11, 2.05 or 4.04, as the
case may be.  This Section 13.15 shall have no applicability to any Section of
this Agreement other than said Sections 1.10, 1.11, 2.05 and 4.04.

              13.16  Confidentiality.  (a)  Subject to the provisions of clause
(b) of this Section 13.16, each Bank agrees that it will use its best efforts
not to disclose without the prior consent of Holdings or the Borrower (other
than to its employees, auditors, advisors or counsel or to another Bank if the
Bank or such Bank's holding or parent company in its sole discretion determines
that any such party should have access to such information, provided such
Persons shall be subject to the provisions of this Section 13.16 to the same
extent as such Bank) any information with respect to Holdings or any of its
Subsidiaries which is now or in the future furnished pursuant to this Agreement
or any other Credit Document and which is designated by Holdings to the Banks
in





                                     -148-
<PAGE>   156
writing as confidential, provided that any Bank may disclose any such
information (a) as has become generally available to the public, (b) as may be
required or appropriate in any report, statement or testimony submitted to any
municipal, state or Federal regulatory body having or claiming to have
jurisdiction over such Bank or to the Federal Reserve Board or the Federal
Deposit Insurance Corporation or similar organizations (whether in the United
States or elsewhere) or their successors, (c) as may be required or appropriate
in respect to any summons or subpoena or in connection with any litigation, (d)
in order to comply with any law, order, regulation or ruling applicable to such
Bank, (e) to the Managing Agent or the Collateral Agent and (f) to any
prospective or actual transferee or participant in connection with any
contemplated transfer or participation of any of the Notes or Commitments or
any interest therein by such Bank, provided that such prospective transferee
agrees to abide by the provisions of this Section 13.16.

              (b)  Each of Holdings and the Borrower hereby acknowledges and
agrees that each Bank may share with any of its affiliates any information
related to Holdings or any of its Subsidiaries (including, without limitation,
any nonpublic customer information regarding the creditworthiness of Holdings
and its Subsidiaries, provided such Persons shall be subject to the provisions
of this Section 13.16 to the same extent as such Bank).

              13.17  Register.  The Borrower hereby designates the Managing
Agent to serve as the Borrower's agent, solely for purposes of this Section
13.17, to maintain a register (the "Register") on which it will record the
Commitments from time to time of each of the Banks, the Loans made by each of
the Banks and each repayment in respect of the principal amount of the Loans of
each Bank.  Failure to make any such recordation, or any error in such
recordation shall not affect the Borrower's obligations in respect of such
Loans.  With respect to any Bank, the transfer of the Commitments of such Bank
and the rights to the principal of, and interest on, any Loan made pursuant to
such Commitments shall not be effective until such transfer is recorded on the
Register maintained by the Managing Agent with respect to ownership of such
Commitments and Loans and prior to such recordation all amounts owing to the
transferor with respect to such Commitments and Loans shall remain owing to the
transferor.  The registration of assignment or transfer of all or part of any
Commitments and Loans shall be recorded by the Managing Agent on the Register
only upon the acceptance by the Managing Agent of a properly executed and
delivered Assignment and Assumption Agreement pursuant to Section 13.04(b).
Coincident with the delivery of such an Assignment and Assumption Agreement to
the Managing Agent for acceptance and registration of assignment or transfer of
all or part of a Loan, or as soon thereafter as practicable, the assigning or
transferor Bank shall surrender the Note evidencing such Loan, and thereupon
one or more new Notes in the same aggregate principal





                                     -149-
<PAGE>   157
amount shall be issued to the assigning or transferor Bank and/or the new Bank.
The Borrower agrees to indemnify the Managing Agent from and against any and
all losses, claims, damages and liabilities of whatsoever nature which may be
imposed on, asserted against or incurred by the Managing Agent in performing
its duties under this Section 13.17.

              13.18  Additions of New Banks; Conversion of Original Loans of
Continuing Banks; Termination of Commitments of Non-Continuing Banks.  (a)  On
and as of the occurrence of the Restatement Effective Date in accordance with
Section 13.10 hereof, each New Bank shall become a "Bank" under, and for all
purposes of, this Agreement and the other Credit Documents.

              (b)  The parties hereto acknowledge that each Original Bank has
been offered the opportunity to participate in this Agreement, after the
occurrence of the Restatement Effective Date, as a Continuing Bank hereunder,
but that no Original Bank is obligated to be a Continuing Bank.

              (c)  Notwithstanding anything to the contrary contained in the
Original Credit Agreement, this Agreement or any other Credit Document, the
Borrower and each of the Banks hereby agree that on the Restatement Effective
Date, (i) each Bank with a Commitment as set forth on Schedule I (after giving
effect to the Restatement Effective Date) shall make or maintain (including by
way of conversion) that principal amount of Term Loans and/or Revolving Loans
to the Borrower as is required by Section 1.01, provided that if the Original
Loans of any Continuing Bank outstanding on the Restatement Effective Date
(immediately before giving effect thereto) exceed the aggregate principal
amount of Loans required to be made available by such Bank on such date (after
giving effect to the Restatement Effective Date), then Original Loans of such
Continuing Bank in an amount equal to such excess shall be repaid on the
Restatement Effective Date, together with interest thereon, to such Continuing
Bank and (ii) in the case of each Non-Continuing Bank, all of such Non-
Continuing Bank's Original Loans outstanding on the Restatement Effective Date
shall be repaid in full on such date, together with interest thereon and all
accrued Fees (and any other amounts) owing to such Non-Continuing Bank, and the
Term Loan Commitment and/or Revolving Loan Commitment (under, and as defined
in, the Original Credit Agreement) of such Non-Continuing Bank, if any, shall
be terminated, effective upon the occurrence of the Restatement Effective Date.
Notwithstanding anything to the contrary contained in the Original Credit
Agreement, this Agreement or any other Credit Document, the parties hereto
hereby consent to the repayments and reductions required above, and agree that
in the event that any Original Bank shall fail to execute a counterpart of this
Agreement prior to the occurrence of the Restatement Effective Date, such
Original Bank shall be deemed to be a Non-Continuing Bank and, concurrently
with the





                                     -150-
<PAGE>   158
occurrence of the Restatement Effective Date, the Revolving Loan Commitment
(under,and as defined in, the Original Credit Agreement) of such Original Bank,
if any, shall be terminated, all Original Loans of such Original Bank
outstanding on the Restatement Effective Date shall be repaid in full, together
with interest thereon and all accrued Fees (and any other amounts) owing to
such Original Bank, and concurrently with the occurrence of the Restatement
Effective Date, such Original Bank shall no longer constitute a "Bank" under
this Agreement and the other Credit Documents, provided that all indemnities of
the Credit Parties under the Original Credit Agreement and the other Credit
Documents (as in effect prior to the Restatement Effective Date) for the
benefit of such Original Bank shall survive in accordance with the terms
thereof.

              SECTION 14.  Holdings Guaranty.

              14.01  The Guaranty.  In order to induce the Banks to enter into
this Agreement and to extend credit hereunder and in recognition of the direct
benefits to be received by Holdings from the proceeds of the Loans and the
issuance of the Letters of Credit and to induce the Banks or any of their
respective Affiliates to enter into Interest Rate Protection Agreements,
Holdings hereby agrees with the Banks as follows:  Holdings hereby
unconditionally and irrevocably guarantees as primary obligor and not merely as
surety the full and prompt payment when due, whether upon maturity, by
acceleration or otherwise, of any and all of the Guaranteed Obligations of the
Borrower to the Secured Creditors.  If any or all of the Guaranteed Obligations
of the Borrower to the Secured Creditors becomes due and payable hereunder,
Holdings unconditionally promises to pay such indebtedness to the Secured
Creditors, or order, on demand, together with any and all reasonable expenses
which may be incurred by the Managing Agent or the Secured Creditors in
collecting any of the Guaranteed Obligations.

              14.02  Bankruptcy.  Additionally, Holdings unconditionally and
irrevocably guarantees the payment of any and all of the Guaranteed Obligations
of the Borrower to the Secured Creditors whether or not then due or payable by
the Borrower upon the occurrence in respect of the Borrower of any of the
events specified in Section 10.05, and unconditionally and irrevocably promises
to pay such Guaranteed Obligations to the Secured Creditors, or order, on
demand, in lawful money of the United States.

              14.03  Nature of Liability.  The liability of Holdings hereunder
is exclusive and independent of any security for or other guaranty of the
Guaranteed Obligations of the Borrower whether executed by Holdings, any other
guarantor or by any other party, and the liability of Holdings hereunder shall
not be affected or impaired by (a) any direction as to application of payment
by the Borrower or by any other party, or (b) any other continuing or other
guaranty, undertaking or maximum liability





                                     -151-
<PAGE>   159
of a guarantor or of any other party as to the Guaranteed Obligations of the
Borrower, or (c) any payment on or in reduction of any such other guaranty or
undertaking, or (d) any dissolution, termination or increase, decrease or
change in personnel by the Borrower, or (e) any payment made to the Managing
Agent or the Secured Creditors on the indebtedness which the Managing Agent or
such Secured Creditors repay the Borrower pursuant to court order in any
bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and Holdings waives any right to the deferral or modification of
its obligations hereunder by reason of any such proceeding.

              14.04  Independent Obligation.  The obligations of Holdings
hereunder are independent of the obligations of any other guarantor or the
Borrower, and a separate action or actions may be brought and prosecuted
against Holdings whether or not action is brought against any other guarantor
or the Borrower and whether or not any other guarantor or the Borrower be
joined in any such action or actions.  Holdings waives, to the fullest extent
permitted by law, the benefit of any statute of limitations affecting its
liability hereunder or the enforcement thereof.  Any payment by the Borrower or
other circumstance which operates to toll any statute of limitations as to the
Borrower shall operate to toll the statute of limitations as to Holdings.  This
Guaranty is a continuing one and all liabilities to which it applies or may
apply under the terms hereof shall be conclusively presumed to have been
created in reliance hereon.

              14.05  Authorization.  Holdings authorizes the Managing Agent and
the Secured Creditors without notice or demand (except as shall be required by
applicable statute and cannot be waived), and without affecting or impairing
its liability hereunder, from time to time to:

              (a)  change the manner, place or terms of payment of, and/or
       change or extend the time of payment of, renew, increase, accelerate or
       alter, any of the Guaranteed Obligations (including any increase or
       decrease in the rate of interest thereon), any security therefor, or any
       liability incurred directly or indirectly in respect thereof, and the
       Guaranty herein made shall apply to the Guaranteed Obligations as so
       changed, extended, renewed or altered;

              (b)  take and hold security for the payment of the Guaranteed
       Obligations and sell, exchange, release, surrender, realize upon or
       otherwise deal with in any manner and in any order any property by
       whomsoever at any time pledged or mortgaged to secure, or howsoever
       securing, the Guaranteed Obligations or any liabilities (including any
       of those hereunder) incurred directly or indirectly in respect thereof
       or hereof, and/or any offset thereagainst;





                                     -152-
<PAGE>   160
              (c)  exercise or refrain from exercising any rights against the
       Borrower or others or otherwise act or refrain from acting;

              (d)  release or substitute any one or more endorsers, guarantors,
       the Borrower or other obligors;

              (e)  settle or compromise any of the Guaranteed Obligations, any
       security therefor or any liability (including any of those hereunder)
       incurred directly or indirectly in respect thereof or hereof, and may
       subordinate the payment of all or any part thereof to the payment of any
       liability (whether due or not) of the Borrower to its creditors other
       than the Banks;

              (f)  apply any sums by whomsoever paid or howsoever realized to
       any liability or liabilities of the Borrower to the Secured Creditors
       regardless of what liability or liabilities of Holdings or the Borrower
       remain unpaid;

              (g)  consent to or waive any breach of, or any act, omission or
       default under, this Agreement or any of the instruments or agreements
       referred to herein, or otherwise amend, modify or supplement this
       Agreement or any of such other instruments or agreements; and/or

              (h)  take any other action which would, under otherwise
       applicable principles of common law, give rise to a legal or equitable
       discharge of Holdings from its liabilities under the Holdings Guaranty.

              14.06  Reliance.  It is not necessary for the Managing Agent or
the Secured Creditors to inquire into the capacity or powers of the Borrower or
its Subsidiaries or the officers, directors, partners or agents acting or
purporting to act on its behalf, and any Guaranteed Obligations made or created
in reliance upon the professed exercise of such powers shall be guaranteed
hereunder.

              14.07  Subordination.  Any of the indebtedness of the Borrower
relating to the Guaranteed Obligations now or hereafter owing to Holdings is
hereby subordinated to the Guaranteed Obligations of the Borrower owing to the
Managing Agent and the Secured Creditors; and if the Managing Agent so requests
at a time when an Event of Default exists, all such indebtedness relating to
the Guaranteed Obligations of the Borrower to Holdings shall be collected,
enforced and received by Holdings for the benefit of the Secured Creditors and
be paid over to the Managing Agent on behalf of the Secured Creditors on
account of the Guaranteed Obligations of the Borrower to the Secured Creditors,
but without affecting or impairing in any manner the liability of Holdings
under the other provisions of this Guaranty.  Prior to the transfer by Holdings





                                     -153-
<PAGE>   161
of any note or negotiable instrument evidencing any of the indebtedness
relating to the Guaranteed Obligations of the Borrower to Holdings, Holdings
shall mark such note or negotiable instrument with a legend that the same is
subject to this subordination.  The provisions of this Section 14.07 (and any
claims of Holdings as described above) are subject to the provisions of Section
14.08(c) and (d).

              14.08  Waiver.  (a)  Holdings waives any right (except as shall
be required by applicable statute and cannot be waived) to require the Managing
Agent or the Secured Creditors to (i) proceed against the Borrower, any other
guarantor or any other party, (ii) proceed against or exhaust any security held
from the Borrower, any other guarantor or any other party or (iii) pursue any
other remedy in the Managing Agent's or the Secured Creditors' power
whatsoever.  Holdings waives any defense based on or arising out of any defense
of the Borrower, any other guarantor or any other party, other than payment in
full of the Guaranteed Obligations, based on or arising out of the disability
of the Borrower, any other guarantor or any other party, or the
unenforceability of the Guaranteed Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of the Borrower other
than payment in full of the Guaranteed Obligations.  The Managing Agent and the
Secured Creditors may, at their election, foreclose on any security held by the
Managing Agent, the Collateral Agent or the Secured Creditors by one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is
commercially reasonable (to the extent such sale is permitted by applicable
law, including, but not limited to, the Communications Act), or exercise any
other right or remedy the Managing Agent and the Secured Creditors may have
against the Borrower or any other party, or any security, without affecting or
impairing in any way the liability of Holdings hereunder except to the extent
the Guaranteed Obligations have been paid.  Holdings waives any defense arising
out of any such election by the Managing Agent and the Secured Creditors, even
though such election operates to impair or extinguish any right of
reimbursement or subrogation or other right or remedy of Holdings against any
Borrower or any other party or any security.

              (b)  Holdings waives all presentments, demands for performance,
protests and notices, including without limitation notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this
Guaranty, and notices of the existence, creation or incurring of new or
additional Guaranteed Obligations.  Holdings assumes all responsibility for
being and keeping itself informed of the Borrower's financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the Guaranteed Obligations and the nature, scope and extent of the risks which
Holdings assumes and incurs hereunder, and agrees that the Managing Agent and
the Secured Creditors shall have no duty to advise Holdings of information
known to them regarding such circumstances or risks.





                                     -154-
<PAGE>   162
              (c)  Holdings understands that to the extent the Guaranteed
Obligations are secured by Real Property, Holdings shall be liable for the full
amount of the liability hereunder notwithstanding foreclosure on any such Real
Property by trustee sale or any other reason impairing Holdings' or any secured
creditors' right to proceed against the Borrower. Holdings hereby waives, to
the fullest extent permitted by applicable laws, all rights and benefits under
Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure.
In addition, Holdings hereby waives, to the fullest extent permitted by
applicable laws, without limiting the generality of the foregoing or any other
provision hereof, all rights and benefits which might otherwise be available to
Holdings under California Civil Code Sections 2787 through 2855 inclusive, 2899
and 3433.

              (d)  Holdings understands, is aware and hereby acknowledges that
if the Banks elect to foreclose on any of the Mortgaged Property security
nonjudicially, any right of subrogation of Holdings against the Borrower may be
impaired or extinguished and that as a result of such impairment or
extinguishment of subrogation rights, Holdings may have a defense to a
deficiency judgment arising out of the operation of Section 580d of the
California Code of Civil Procedure and related principles of estoppel.
Holdings waives all rights and defenses arising out of an election of remedies
by the Banks, even though that election of remedies, such as a nonjudicial
foreclosure with respect to security for a guaranteed obligation, has destroyed
the guarantor's rights of subrogation and reimbursement against the principal
by the operation of Section 580d of the California Code of Civil Procedure or
otherwise.

              14.09  Nature of Liability.  It is the desire and intent of
Holdings and the Secured Creditors that this Holdings Guaranty shall be
enforced against Holdings to the fullest extent permissible under the laws and
public policies applied in each jurisdiction in which enforcement is sought.
If, however, and to the extent that, the obligations of Holdings under this
Holdings Guaranty shall be adjudicated to be invalid or unenforceable for any
reason (including, without limitation, because of any applicable state or
federal law relating to fraudulent conveyances or transfers), then the amount
of the Guaranteed Obligations of Holdings shall be deemed to be reduced and
Holdings shall pay the maximum amount of the Guaranteed Obligations which would
be permissible under applicable law.





                                     -155-
<PAGE>   163



              IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.


Address:
------- 

12655 North Central Expwy.                 CHANCELLOR BROADCASTING COMPANY
Suite 405
Dallas, TX 75243
                                           By /s/ JD KERREST
                                             -----------------------------------
                                              Title: Chief Financial Officer
with a copy to:

Hicks, Muse, Tate & Furst
  Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas  75201
Attn:  Thomas O. Hicks,
       John R. Muse,
       Jack D. Furst and
       Lawrence D. Stuart, Jr.
Telephone: (214) 740-7300
Telecopy:  (214) 740-7313

           and

Hicks, Muse, Tate & Furst
  Incorporated
1325 Avenue of the Americas
25th Floor
New York, New York  10019
Attn:  Mr. Charles W. Tate
Telephone: (212) 424-1400
Telecopy:  (212) 424-1450

12655 North Central Expwy.                 CHANCELLOR RADIO BROADCASTING
Suite 405                                    COMPANY
Dallas, TX 75243

                                           By /s/ JD KERREST
                                             -----------------------------------
                                              Title: Chief Financial Officer


130 Liberty Street                         BANKERS TRUST COMPANY,
New York, New York  10006                    Individually and as Managing Agent
Tel:  (212) 250-7188
Fax:  (212) 250-7218
Attention:  Thomas P. Prior                By /s/ MARY KAY COYLE
                                             -----------------------------------
                                              Title:
<PAGE>   164



85 Broad Street                            GOLDMAN SACHS CREDIT PARTNERS L.P.,
New York, New York 10004                     Individually and as Documentation
Tel:  (212) 902-1608                         Agent
Fax:  (212) 346-3552
Attention:  Ed Forst
                                           By /s/ ED FORST
                                             -----------------------------------
                                             Title: Authorized Signatory



901 Main Street                            NATIONSBANK OF TEXAS, N.A.,
Dallas, Texas  75202                         Individually and as Syndication
Tel:  (214) 508-2445                         Agent
Fax:  (214) 508-9390
Attention:  David James
                                           By /s/ DAVID JAMES
                                             -----------------------------------
                                             Title: Vice President
<PAGE>   165

                                                                      SCHEDULE I


                                  COMMITMENTS


<TABLE>
<CAPTION>
                                        Term Loan            Revolving Loan
 Bank                                   Commitment             Commitment
 ----                                  ------------          --------------
 <S>                                   <C>                    <C>
 Bankers Trust Company                 $112,500,000           $ 60,000,000

 Goldman Sachs Credit Partners L.P.    $ 56,250,000           $ 30,000,000

 Nationsbank, N.A.                     $ 56,250,000           $ 30,000,000
                                       ------------           ------------

         TOTAL                         $225,000,000           $120,000,000
                                       ============           ============
</TABLE>