<PAGE>


                           CONVERTIBLE NOTE AGREEMENT

                         DATED AS OF DECEMBER 17, 1996

                                     AMONG

                          ABS COMMUNICATIONS, L.L.C.,
                                  AS BORROWER,

                                      AND

                            SFX BROADCASTING, INC.,
                                   AS LENDER



<PAGE>



                               TABLE OF CONTENTS


                                                              Page

SECTION 1.                 DEFINITIONS ......................  1

         1.1      Certain Defined Terms......................  1
         1.2      Accounting Terms: Utilization of GAAP
                  for Purposes of Calculations Under
                  Agreement.................................. 19

SECTION 2.                 THE LOAN ......................... 20

         2.1      Note; Procedure for Borrowings;
                  Prepayment................................. 20
         2.2      Interest................................... 21
         2.3      Payments of Principal and Interest......... 21
         2.4      Use of Proceeds............................ 21
         2.5      Taxes...................................... 22

SECTION 3.                 CONDITIONS TO THE LOANS........... 23

         3.1      Conditions to Initial Loan................. 23
         3.2      Conditions to Each Other Loan.............. 25

SECTION 4.                 BORROWER'S REPRESENTATIONS AND
                           WARRANTIES........................ 26

         4.1      Existence; Compliance with Law............. 26
         4.2      Executive Offices; Collateral Locations;
                  Corporate or Other Names................... 26
         4.3      Power; Authorization; Enforceable
                  Obligations................................ 26
         4.4      Financial Statements and Projections....... 27
         4.5      Conduct of Business; Material Contracts.... 27
         4.6      Subsidiaries............................... 28
         4.7      FCC and Station Matters.................... 28
         4.8      Real Property.............................. 29
         4.9      Personal Property Liens.................... 29
         4.10     No Material Adverse Change: No
                  Restricted Payments........................ 29
         4.11     Title to Properties:  Liens................ 29
         4.12     Litigation................................. 29
         4.13     Payment of Taxes........................... 30
         4.14     Restrictions; No Default................... 30
         4.15     Governmental Regulation.................... 30
         4.16     Securities Activities...................... 31



                                       i

<PAGE>


                                                             age

         4.17     Employee Benefit Plans..................... 31
         4.18     Environmental Matters...................... 31
         4.19     Ventures and Outstanding Stock............. 31
         4.20     Labor Matters.............................. 32
         4.21     Insurance.................................. 32
         4.22     Disclosure................................. 32

SECTION 5.                 BORROWER'S AFFIRMATIVE COVENANTS.. 33

         5.1      Financial Statements and Other Reports..... 33
         5.2      Corporate Existence; Compliance with Laws.. 34
         5.3      Payment of Taxes and Claims................ 34
         5.4      Maintenance of Properties; Insurance....... 35
         5.5      Tax Treatment.............................. 35
         5.6      Books and Records.......................... 35
         5.7      Litigation................................. 35
         5.8      Environmental Laws......................... 36
         5.9      Indemnity.................................. 36
         5.10     Access..................................... 37
         5.11     FCC Conversion Consent Filing.............. 37

SECTION 6.                 BORROWER'S NEGATIVE COVENANTS..... 38

         6.1      Indebtedness............................... 38
         6.2      Liens...................................... 38
         6.3      Investments; Joint Ventures................ 39
         6.4      Contingent Obligations..................... 39
         6.5      Restricted Payments........................ 39
         6.6      Restriction on Fundamental Changes:
                  Asset Sales and Acquisitions............... 39
         6.7      Restriction on Leases...................... 40
         6.8      Transactions with Affiliates............... 40
         6.9      Conduct of Business........................ 40
         6.10     Amendments or Waivers of Related
                  Documents.................................. 40
         6.11     ERISA...................................... 41
         6.12     Hazardous Materials........................ 41
         6.13     Sale-Leasebacks............................ 41
         6.14     Fiscal Year................................ 41

SECTION 7.                 EVENTS OF DEFAULT................. 42

         7.1      Events of Default.......................... 42
         7.2      Remedies................................... 43




                                       ii

<PAGE>


                                                             Page

SECTION 8.                 CONVERSION OF NOTE................ 44

         8.1      Conversion................................. 44
         8.2      Conversion Date Procedures................. 45
         8.3      Taxes on Conversion........................ 45
         8.4      Termination of Loan Documents.............. 45
         8.5      Termination of Conversion Right............ 45

SECTION 9.                 MISCELLANEOUS..................... 45

         9.1      Expenses................................... 46
         9.2      Amendments and Waivers..................... 46
         9.3      Independence of Covenants.................. 46
         9.4      Notices.................................... 46
         9.5      Survival of Representations, Warranties
                  and Agreements............................. 47
         9.6      Failure or Indulgence Not Waiver;
                  Remedies Cumulative........................ 47
         9.7      Marshalling; Payments Set Aside............ 47
         9.8      Severability............................... 48
         9.9      Headings................................... 48
         9.10     Applicable Law............................. 48
         9.11     Successors and Assigns..................... 48
         9.12     Consent to Jurisdiction and Service of
                   Process .................................. 48
         9.13     Waiver of Jury Trial....................... 49
         9.14     Counterparts; Effectiveness................ 49




                                      iii

<PAGE>



Schedules

Schedule 1        -     Benchmark Acquisition Documents
Schedule 2        -     Rich Acquisition Documents
Schedule 4.2      -     Collateral Locations
Schedule 4.4      -     Financial Statements
Schedule 4.5      -     Material Contracts
Schedule 4.7(a)   -     Radio Broadcast Stations
Schedule 4.7(b)   -     LMAs
Schedule 4.8      -     Real Property
Schedule 4.9      -     UCC-1 Filing Jurisdictions
Schedule 4.10     -     Restricted Payments
Schedule 4.12     -     Litigation
Schedule 4.18     -     Environmental Matters
Schedule 4.19     -     Options, Warrants; Members
Schedule 4.20     -     Labor Matters
Schedule 4.21     -     Insurance
Schedule 6.1      -     Existing Indebtedness
Schedule 6.2      -     Existing Liens
Schedule 6.4      -     Existing Contingent Obligations
Schedule 6.8      -     Leases


Exhibits

Exhibit A         -     Form of Compliance Certificate
Exhibit B         -     Form of Convertible Note
EXHIBIT C         -     Form of Notice of Borrowing
Exhibit D         -     Form of Security Agreement
Exhibit E         -     Form of Loan Certificate
Exhibit F         -     Form of Amended and Restated Operating
                        Agreement
EXHIBIT G         -     Form of Collateral Assignment of Contracts

                                       iv


<PAGE>

                           CONVERTIBLE NOTE AGREEMENT


              THIS CONVERTIBLE NOTE AGREEMENT is dated as of December 17, 1996
and entered into by and among ABS COMMUNICATIONS, L.L.C., a Virginia limited
liability company ("BORROWER") and SFX BROADCASTING, INC., a Delaware
corporation, as Lender ("LENDER").

                                R E C I T A L S

              WHEREAS, Borrower has contractually agreed to acquire from
Benchmark radio stations WLEE(FM) and WBZU(FM) licensed to Williamsburg,
Virginia and Richmond, Virginia, respectively (collectively, the "BENCHMARK
STATIONS");

              WHEREAS, Borrower desires to obtain loans from Lender under this
Agreement in order to (i) pay off and terminate the Signet Loan Agreement, (ii)
finance the working capital needs of Borrower to perform under the Benchmark
TBA, (iii) finance the acquisition of the Benchmark Stations, (iv) finance the
working capital needs of Borrower to operate the Benchmark Stations after the
Benchmark Acquisition, and (v) to finance the working capital needs of Borrower
under the Rich LMA, if applicable;

              WHEREAS, Borrower desires to secure its Obligations by granting
to Lender, to the extent permitted by law, first priority security interests
(subject to Permitted Liens) in all of its assets, other than the Excluded
Assets, pursuant to the Security Agreement and the other Security Documents;

              NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, Borrower and Lender
agree as follows:


                                   SECTION 1.
                                  DEFINITIONS

1.1           CERTAIN DEFINED TERMS.  The following terms used in
this Agreement shall have the following meanings:

              "ABS" means ABS Communications Incorporated, a Virginia
corporation.

              "ACCELERATION EVENT" has the meaning set forth in
Section 2.2 hereof.




<PAGE>




              "ACQUISITION" means the Benchmark Acquisition and the
Rich Acquisition.

              "ACQUISITION DOCUMENTS" means collectively, the
Benchmark Acquisition Documents and the Rich Acquisition
Documents.

              "AFFILIATE", as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under common control
with, that Person. For the purposes of this definition, "control" (including,
with correlative meanings, the terms "controlling", "controlled by" and "under
common control with"), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person, whether through the ownership of voting securities
or by contract or otherwise.

              "AGREEMENT" means this Convertible Note Agreement, including all
exhibits and schedules hereto, as the same may be amended, restated or
otherwise modified from time to time.

              "BANKRUPTCY CODE" means Title 11 of the United States Code
entitled "Bankruptcy," as now and hereafter in effect, or any successor
statute.

              "BENCHMARK" means, collectively, Benchmark Radio
Acquisition Fund III Limited Partnership, WVGO License
Limited Partnership, and WDCK License Limited Partnership,
each a Maryland limited partnership.

              "BENCHMARK ACQUISITION" means the acquisition by Borrower of the
Benchmark Stations pursuant to the Benchmark Acquisition Documents and upon
terms and conditions set forth therein.

              "BENCHMARK ACQUISITION DOCUMENTS" means all of the purchase
agreements and related documents pursuant to which the Benchmark Acquisition is
implemented or evidenced as more particularly described on Schedule 1 annexed
hereto.

              "BENCHMARK ACQUISITION FCC CONSENT" means the initial written
action or actions by the FCC approving the assignment of the FCC Licenses for
each Benchmark Station to be acquired as part of the Benchmark Acquisition to
Borrower in the manner contemplated by the Benchmark Acquisition Documents, in
form and substance satisfactory to Lender.

                                       2
<PAGE>

              "BENCHMARK LOAN" means a Loan in the amount of $14,500,000 made
by Lender to Borrower under this Agreement in order to consummate the Benchmark
Acquisition.

              "BENCHMARK STATIONS" has the meaning set forth in the
recitals to this Agreement.

              "BENCHMARK TBA" means that certain Time Brokerage Agreement,
dated May 31, 1996 between Benchmark and Buyer, as assigned by Buyer to
Borrower pursuant to that certain Assignment and Assumption Agreement, dated as
of June 1, 1996 by and between Buyer and Borrower.

              "BENCHMARK TRANSACTIONS" means all of the transactions
contemplated by the Benchmark Acquisition Documents.

              "BORROWER" has the meaning assigned to that term in the
introduction to this Agreement.

              "BROWN" means Kenneth A. Brown, an individual resident
of the Commonwealth of Virginia.

              "BUSINESS DAY" means any day excluding Saturday, Sunday and any
day which is a legal holiday under the laws of the State of New York or is a
day on which banking institutions located in such state are authorized or
required by law or other governmental action to close.

              "BUYER" means ABS Communications Incorporated, a
Virginia corporation.

              "CAPITAL LEASE", as applied to any Person, means any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.

              "CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within one year
after such date, (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof, in each case maturing within one year after
such date and having, at

                                       3

<PAGE>

the time of the acquisition thereof, the highest rating obtainable from either
Standard & Poor's or Moody's, (iii) commercial paper maturing no more than one
year from the date of creation thereof and having, at the time of the
acquisition thereof, a rating of at least A-1 from Standard & Poor's or at
least P-1 from Moody's, (iv) certificates of deposit or bankers' acceptances
maturing within one year after such date and issued by any commercial bank
organized under the laws of the United States of America or any state thereof
or the District of Columbia that (a) is at least "adequately capitalized" (as
defined in the regulations of its primary Federal banking regulator) and (b)
has Tier 1 capital (as defined in such regulations) of not less than
$100,000,000; and (v) shares of any money market mutual fund that (a) has at
least 95 % of its assets invested continuously in the types of investments
referred to in clauses (i) through (iv) above, (b) has net assets of not less
than $500,000,000, and (c) has the highest rating obtainable from either
Standard & Poor's or Moody's.

              "CHANGE OF CONTROL" means (i)(a) the failure of Brown and ABS to
own and control collectively 100% of the Membership Interests of Borrower, or
(b) either of Brown or ABS shall assign, delegate, encumber or otherwise
transfer or agree to assign, delegate, encumber or otherwise transfer in any
manner or to any extent, any of its rights or obligations as a Member (in each
case, other than as permitted under Section 8.1), or (ii) the failure of Brown
to be the Manager of Borrower other than because of Brown's death or
incapacity. For the purpose of this definition, "control" of a Person shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of its management or policies, whether through the ownership of
voting securities, by contract or otherwise.

              "CLAIM" has the meaning set forth in Section 5.9
hereof.

              "COLLATERAL" means, collectively, all real and personal property
securing the Obligations pursuant to the Security Documents in accordance with
the terms thereof.

              "COLLATERAL ASSIGNMENT OF CONTRACTS" means the Collateral
Assignment of Contracts substantially in the form of Exhibit G annexed hereto.

              "COMMITMENT PERIOD" means the period from and including
the date hereof to, but not including the Maturity Date or

                                      4

<PAGE>

such earlier date in which Lender's obligation to make any Loans under this
Agreement shall terminate as provided herein.

              "COMMUNICATIONS ACT" means the Communications Act of 1934, as
amended, including as amended by the Telecommunications Act of 1996, and the
rules, regulations and policies promulgated thereunder, as from time to time in
effect.

              "COMPLIANCE CERTIFICATE" means a certificate substantially in the
form of Exhibit A annexed hereto delivered to Lender by Borrower pursuant to
Section 3 hereof.

              "CONTINGENT OBLIGATION", as applied to any Person, means any
direct or indirect liability, contingent or otherwise, of that Person (i) with
respect to any Indebtedness, lease, dividend or other obligation of another if
the primary purpose or intent thereof by the Person incurring the Contingent
Obligation is to provide assurance to the obligee of such obligation of another
that such obligation of another will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
obligation will be protected (in whole or in part) against loss in respect
thereof, (ii) with respect to any letter of credit issued for the account of
that Person or as to which that Person is otherwise liable for reimbursement of
drawings, or (iii) under any interest rate swap, hedge, cap, collar or similar
agreement. Contingent Obligations shall include, without limitation, (a) the
direct or indirect guaranty, endorsement (otherwise than for collection or
deposit in the ordinary course of business), co-making, discounting with
recourse or sale with recourse by such Person of the obligation of another, (b)
the obligation to make take-or-pay or similar payments if required regardless
of non-performance by any other party or parties to an agreement, and (c) any
liability of such Person for the obligation of another through any agreement
(contingent or otherwise) (X) to purchase, repurchase or otherwise acquire such
obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise) or (Y) to maintain the solvency
or any balance sheet item, level of income or financial condition of another
if, in the case of any agreement described under subclauses (X) or (Y) of this
sentence, the primary purpose or intent thereof is as

                                       5

<PAGE>

described in the preceding sentence. The amount of any Contingent Obligation
shall be equal to the amount of the obligation so guaranteed or otherwise
supported or, if less, the amount to which such Contingent Obligation is
specifically limited.

              "CONTRACTUAL OBLIGATION", as applied to any Person, means any
provision of any Stock issued by that Person or of any indenture, mortgage,
deed of trust, contract, undertaking, agreement or other instrument to which
that Person is a party or by which it or any of its properties is bound or to
which it or any of its properties is subject.

              "CONVERSION CONSENT" means any Final Order approving Lender's
conversion of the Loan into Membership Interests pursuant to Section 8.1, in
form and substance satisfactory to Lender.

              "CONVERSION DATE" has the meaning set forth in Section
8.1 hereof.

              "CONVERSION EVENT" means the date on which all of the following
shall have occurred or shall be occurring contemporaneously: (i) the Rich
Acquisition shall have been completed, and (ii) all transactions contemplated
pursuant to that certain SFX Contribution Agreement dated of even date herewith
between Borrower, Lender and the other parties thereto (the "SFX CONTRIBUTION
AGREEMENT") shall have been completed.

              "DEED OF TRUST" means a Deed of Trust substantially in
the form of Exhibit G annexed hereto

              "DEFAULT" means a condition or event that, after notice or lapse
of time or both, would constitute an Event of Default.

              "DOLLARS" and the sign "$" mean the lawful money of the
United States of America.

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

              "ERISA AFFILIATE", as applied to any Person, means (i) any
corporation which is, or was at any time, a member of a controlled group of
corporations within the meaning of Section 414(b) of the Internal Revenue Code
of which that

                                       6

<PAGE>

Person is, or was at any time, a member, (ii) any trade or business (whether or
not incorporated) which is, or was at any time, a member of a group of trades
or businesses under common control within the meaning of Section 414(c) of the
Internal Revenue Code of which that Person is, or was at any time, a member,
and (iii) any member of an affiliated service group within the meaning of
Section 414(m) or (o) of the Internal Revenue Code of which that Person, any
corporation described in clause (i) above or any trade or business described in
clause (ii) above is, or was at any time, a member.

              "ERISA EVENT" means (i) a "reportable event" within the meaning
of Section 4043 of ERISA and the regulations issued thereunder with respect to
any Pension Plan (excluding those for which the provision for 30-day notice to
the PBGC has been waived by regulation), (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to
any Pension Plan (whether or not waived in accordance with Section 412(d) of
the Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan, (iii) the provision by the administrator of any Pension
Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate
such plan in a distress termination described in Section 4041(c) of ERISA, (iv)
the withdrawal by Borrower or any of its ERISA Affiliates from any Pension Plan
with two or more contributing sponsors or the termination of any such Pension
Plan resulting in liability pursuant to Sections 4063 or 4064 of ERISA, (v) the
institution by the PBGC of proceedings to terminate any Pension Plan, or the
occurrence of any event or condition which might constitute grounds under ERISA
for the termination of, or the appointment of a trustee to administer, any
Pension Plan, (vi) the imposition of liability on Borrower or any of its ERISA
Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the
application of Section 4212(c) of ERISA, (vii) the withdrawal by Borrower or
any of its ERISA Affiliates in a complete or partial withdrawal (within the
meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if
there is any potential liability therefor, or the receipt by Borrower or any of
its ERISA Affiliates of notice from any Multiemployer Plan that it is in
reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that
it intends to terminate or has terminated under Section

                                       7


<PAGE>


4041A or 4042 of ERISA, (viii) the occurrence of an act or omission which could
give rise to the imposition on Borrower or any of its ERISA Affiliates of
fines, penalties, taxes or related charges under Chapter 43 of the Internal
Revenue Code or under Section 409 or 502(c), (i) or (1) or 4071 of ERISA in
respect of any Employee Benefit Plan, (ix) the assertion of a material claim
(other than routine claims for benefits) against any Employee Benefit Plan
other than a Multiemployer Plan or the assets thereof, or against Borrower or
any of its ERISA Affiliates in connection with any such Employee Benefit Plan,
(x) receipt from the Internal Revenue Service of notice of the failure of any
Pension Plan (or any other Employee Benefit Plan intended to be qualified under
Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of
the Internal Revenue Code, or the failure of any trust forming part of any
Pension Plan to qualify for exemption from taxation under Section 501(a) of the
Internal Revenue Code, or (xi) the imposition of a Lien pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with
respect to any Pension Plan.

              "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as
defined in Section 3(3) of ERISA which is, or was at any time, maintained or
contributed to by Borrower or any of its ERISA Affiliates.

              "ENVIRONMENTAL LAWS" means all statutes, ordinances, orders,
rules, regulations, plans, policies or decrees and the like relating to (i)
environmental matters, including, without limitation, those relating to fines,
injunctions, penalties, damages, contribution, cost recovery compensation,
losses or injuries resulting from the Release or threatened Release of
Hazardous Materials, (ii) the generation, use, storage, transportation or
disposal of Hazardous Materials, or (iii) occupational safety and health,
industrial hygiene, land use or the protection of human, plant or animal health
or welfare, in any manner applicable to Borrower, or any of its properties,
including, without limitation, the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. ss.9601 et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. ss.1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. ss.6901 et seq.), the Federal Water
Pollution Control Act (33 U.S.C. ss.1251 et seq.), the Clean Air Act (42 U.S.C.
ss.7401 et seq.), the Toxic Substances Control Act (15 U.S.C. ss.2601 et seq.),
the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. ss.136 et



                                       8

<PAGE>



seq.), the Occupational Safety and Health Act (29 U.S.C. ss.651 et seq.) and
the Emergency Planning and Community Right-to-Know Act (42 U.S.C. ss.11001 et
seq.), each as amended or supplemented, and any analogous future or present
local, state and federal statutes and regulations promulgated pursuant thereto,
each as in effect as of the date of determination.

              "ENVIRONMENTAL LIABILITIES AND COSTS" shall mean all liabilities,
obligations, responsibilities, remedial actions, removal costs, losses,
damages, punitive damages, consequential damages, treble damages, costs and
expenses (including all reasonable fees, disbursements and expenses of counsel,
experts and consultants and costs of investigation and feasibility studies),
fines, penalties, sanctions and interest incurred as a result of any claim,
suit, action or demand by any person or entity, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute
or common law (including any thereof arising under any Environmental Law,
permit, order or agreement with any Governmental Authority) and which relate to
any health or safety condition regulated under any Environmental Law or in
connection with any other environmental matter or Release, threatened Release,
or the presence of a Hazardous Material.

              "ESCROW AGREEMENT" means that certain Escrow Agreement of even
date herewith entered into by and among Lender, Borrower and the other parties
signatory thereto.

              "EVENT OF DEFAULT" means any of the events set forth in
Section 7.1.

              "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute.

              "EXCLUDED ASSETS" means the Limited Partnership Interests and the
distributions or proceeds related to such Limited Partnership Interests.

              "EXCLUDED LOAN AMOUNTS" means any Loan amount made by Lender to
Borrower for working capital purposes under this Agreement for any given month
in excess of $100,000. For the avoidance of doubt, Excluded Loan Amounts shall
not include the Benchmark Loan and such other Loan amount used to pay off all
amounts outstanding under the Signet Loan Agreement.



                                       9

<PAGE>
             "FACILITIES" means any and all real property (including, without
limitation, all buildings, fixtures or other improvements located thereon) now,
hereafter or heretofore owned, leased, operated or used by Borrower or any of
its predecessors or Affiliates but specifically not including the transmission
tower currently used by radio station WKHK(FM).

              "FCC" means the Federal Communications Commission and any
successor governmental agency performing functions similar to those performed
by the Federal Communications Commission on the date hereof.

              "FCC LICENSE" means any license, permit or other authorization
issued by the FCC relating to the Stations.

              "FINAL ORDER" means, as of any date of determination with respect
to any written action or consent by the FCC, such written action or consent
which shall have been obtained and (A)(i) which shall not have been reversed,
stayed, enjoined, annulled or suspended and (ii) for which the time for filing
a request for administrative or judicial review or for instituting
administrative review thereof sua sponte, shall have expired without any such
filing having been made or action for such review sua sponte having been taken,
or, in the event of such filing or review sua sponte, such filing or review sua
sponte shall have disposed of favorably to confirmation of such written action
or the grant of such consent and the time for seeking further relief or review
with respect thereto shall have expired without any request or action for such
further relief or review having been filed or taken or (B) Lender shall have
notified Borrower that it has determined in its sole discretion that there is
no reasonable basis for concluding that such written action or consent shall
not become a final order (as provided in clause (A) hereof) in due course.

              "FINANCIAL STATEMENTS" means, for any period, the balance sheet
of Borrower as at the end of such period and the related statement of income
and the related statement of equity and cash flows of Borrower for such period
and for the period from the beginning of the then current Fiscal Year to the
end of such period, all in reasonable detail and certified by the chief
financial officer of Borrower that they fairly present the financial condition
of Borrower as at the dates indicated and the results of operations and cash
flows for the periods indicated, subject to changes resulting from audit and
normal year-end adjustments.



                                       10

<PAGE>

              "FISCAL YEAR" means the fiscal year of Borrower ending on
December 31 of each calendar year.

              "FTC" means the Federal Trade Commission and the Antitrust
Department of the Department of Justice and any successor governmental agency
performing functions similar to those performed by the Federal Trade Commission
or the Antitrust Department of the Department of Justice on the date hereof.

              "GAAP" means generally accepted accounting principles set forth
in opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, in each case as the same are applicable to the
circumstances as of the date of determination.

              "GOVERNMENTAL AUTHORITY" means any federal, state or local
governmental authority, agency or court.

              "GOVERNMENTAL AUTHORIZATION" means any permit, license,
authorization, plan, directive, consent, order or consent decree of or from any
federal, state or local governmental authority, agency or court.

              "HAZARDOUS MATERIALS" means (i) any chemical, material or
substance at any time defined as or included in the definition of "hazardous
substances", "hazardous wastes", "hazardous materials", "extremely hazardous
waste", "restricted hazardous waste", "infectious waste", "toxic substances" or
any other formulations intended to define, list or classify substances by
reason of deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, "TCLP toxicity" or "EP
toxicity" or words of similar import under any applicable Environmental Laws or
publications promulgated pursuant thereto, (ii) any oil, petroleum, petroleum
fraction or petroleum derived substance, (iii) any drilling fluids, produced
waters and other wastes associated with the exploration, development or
production of crude oil, natural gas or geothermal resources, (iv) any
flammable substances or explosives, (v) any radioactive materials, (vi)
asbestos in any form, (vii) urea formaldehyde foam insulation, (viii)
electrical equipment which contains any oil or dielectric fluid containing
levels of polychlorinated



                                       11

<PAGE>



biphenyls in excess of fifty parts per million, (ix) pesticides and (x) any
other chemical, material or substance, exposure to which is prohibited, limited
or regulated by any governmental authority or which may or could pose a hazard
to the health and safety of the owners, occupants or any Persons in the
vicinity of the Facilities.

              "INDEBTEDNESS", as applied to any Person, means (i) all
indebtedness for borrowed money, (ii) that portion of obligations with respect
to Capital Leases that is properly classified as a liability on a balance sheet
in conformity with GAAP, (iii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed
money, (iv) any obligation owed for all or any part of the deferred purchase
price of property or services (excluding any such obligations incurred under
ERISA), which purchase price is (a) due more than six months from the date of
incurrence of the obligation in respect thereof or (b) evidenced by a note or
similar written instrument, (v) all indebtedness secured by any Lien on any
property or asset owned or held by that Person regardless of whether the
indebtedness secured thereby shall have been assumed by that Person or is
nonrecourse to the credit of that Person and (vi) obligations under non-compete
agreements and all other obligations that would be properly classified as a
liability on a balance sheet conforming with GAAP (other than current trade
payables and current accrued expenses).

              "INDEMNIFIED PERSON" has the meaning set forth in
Section 5.9 hereof.

              "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986,
as amended to the date hereof and from time to time hereafter.

              "INVESTMENT" means (i) any direct or indirect purchase or other
acquisition by Borrower of, or of a beneficial interest in, any Stock of any
other Person (other than a Person that, prior to such purchase or acquisition,
was a wholly-owned Subsidiary of Borrower), or (ii) any direct or indirect
loan, advance (other than advances to employees for moving, entertainment and
travel expenses, drawing accounts and similar expenditures in the ordinary
course of business) or capital contribution by Borrower to any other Person
other than a wholly-owned Subsidiary of Borrower, including all indebtedness
and accounts receivable from that other Person that are not current assets or
did not arise from



                                        12

<PAGE>



sales to that other Person in the ordinary course of business. The amount of
any Investment shall be the original cost of such Investment plus the cost of
all additions thereto, without any adjustments for increases or decreases in
value, or write-ups, write-downs or write-offs with respect to such Investment.

              "JOINT VENTURE" means a joint venture, partnership or other
similar arrangement, whether in corporate, partnership or other legal form;
provided that in no event shall any corporate Subsidiary of any Person be
considered to be a Joint Venture to which such Person is a party.

              "LIEN" means any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing.

              "LIMITED PARTNERSHIP INTERESTS" means the limited partnership
interests that Borrower owns in the Rich Partnerships.

              "LMA" means any joint sales agreement, advertising sales
agreement, time brokerage agreement, local marketing agreement or similar
arrangement to which Borrower is a party (whether originally or pursuant to an
assignment).

              "LOAN DOCUMENTS" means (i) this Agreement, (ii) the Note, and
(iii) the Security Documents.

              "LOANS" means the revolving credit loans which may be made by
Lender to Borrower from time to time under the terms of this Agreement.

              "MANAGER" means Brown, or any other person designated by the
Members from time to time to manage Borrower.

              "MANAGER'S CERTIFICATE" means a certificate executed by the
Manager or, if the Members have not designated a Manager, a certificate
executed by any Member, in form and substance satisfactory to Lender.

              "MARGIN STOCK" has the meaning assigned to that term in
Regulation U of the Board of Governors of the Federal Reserve System as in
effect from time to time.



                                       13

<PAGE>


              "MASTER AGREEMENT" means that certain Master Richmond Station
Group Agreement of even date herewith entered into by and among Lender,
Borrower and each of the other parties signatory thereto.

              "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect
upon the business, operations, properties, assets, condition (financial or
otherwise) or prospects of Borrower or (ii) the impairment of any material
portion of the Collateral or the ability of Borrower to perform in any material
respect, or of Lender to enforce, the Obligations; provided, however, so long
as Borrower has not breached this Agreement through waiving any material rights
that it has under the Benchmark Acquisition Documents or Borrower has not taken
any actions or omitted to any actions under any of the Benchmark Acquisition
Documents which are willfully or grossly negligent, Material Adverse Effect
shall not include or be caused by the poor performance (financial or otherwise)
of the Benchmark Stations.

              "MATERIAL CONTRACT" has meaning assigned to it in
Section 4.5.

              "MATURITY DATE" means the earlier of (i) May 29, 1998, or (ii)
the date on which the Loan and other Obligations are declared immediately due
and payable in accordance with Section 7.2.

              "MEMBER" has the meaning assigned to it in the
Operating Agreement.

              "MEMBERSHIP INTEREST" has the meaning assigned to it in
the Operating Agreement.

              "MOODY'S" means Moody's Investors Service, Inc., or any Person
succeeding thereto by merger, consolidation or acquisition of all or
substantially all of its assets, including substantially all of its business of
rating securities.

              "MULTIEMPLOYER PLAN" means a "multiemployer plan", as defined in
Section 3(37) of ERISA, to which Borrower or any of its ERISA Affiliates is
contributing, or ever has contributed, or to which Borrower or any of its ERISA
Affiliates has, or ever has had, an obligation to contribute.

                                       14

<PAGE>



              "NOTE" means that certain Convertible Grid Note of even date
herewith executed by Borrower, substantially in the form of Exhibit B attached
hereto, and all renewals, amendments, restatements and replacements thereof.

              "NOTICE OF BORROWING" means a notice substantially in the form of
Exhibit C annexed hereto delivered to Lender by Borrower pursuant to Section
2.1 hereof.

              "OBLIGATIONS" means all obligations of every nature of Borrower
from time to time owed to Lender under the Loan Documents, whether for
principal, interest, expenses, indemnification or otherwise.

              "OPERATING AGREEMENT" means the Operating Agreement of ABS
Communications, L.L.C., dated as of April 29, 1996.

              "OPERATING LEASE" means, as applied to any Person, any lease
(including, without limitation, leases that may be terminated by the lessee at
any time) of any property (whether real or personal) that is not a Capital
Lease other than (i) any such lease under which that Person is the lessor or
(ii) any LMA.

              "OTHER TAXES" has the meaning assigned to it in Section
2.5.

              "PBGC" means the Pension Benefit Guaranty Corporation
(or any successor thereto).

              "PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue
Code or Section 302 of ERISA.

              "PERMITTED ENCUMBRANCES" means the following types of
Liens:

                      (i)  Liens for taxes, assessments or governmental
              charges or claims the payment of which is not, at the
              time, required by Section 5.3;

                      (ii) statutory Liens of landlords and Liens of carriers,
              warehousemen, mechanics and materialmen and other Liens imposed
              by law incurred in the ordinary course of business for sums not
              yet delinquent or being contested in good faith, if such reserve
              or other appropriate provision, if any, as shall be required by
              GAAP shall have been made therefor;

                                       15

<PAGE>

                      (iii) Liens 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
              and 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);

                      (iv)  any attachment or judgment Lien not
              constituting an Event of Default under Section 7.1;

                      (vi) easements, rights-of-way, restrictions, minor
              defects, encroachments or irregularities in title and other
              similar charges or encumbrances not interfering in any material
              respect with the ordinary conduct of the business of Borrower;

                      (viii) Liens arising from filing UCC financing statements
              relating solely to leases permitted by this Agreement;

                      (ix)  Liens of a collecting bank under Section
              4-208 of the Uniform Commercial Code as in effect in
              the relevant jurisdiction; and

                      (x)      Liens related to the Excluded Assets.

              "PERMITTED LIENS" means Liens permitted pursuant to
Section 6.2.

              "PERSON" means and includes natural persons, corporations,
limited partnerships, general partnerships, limited liability companies, joint
stock companies, Joint Ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, and governments and agencies and political subdivisions
thereof.

              "REGULATION D" means Regulation D of the Board of Governors of
the Federal Reserve System, as in effect from time to time.

              "RELATED DOCUMENTS" means the (i) Acquisition Documents
and (ii) the LMAs.




                                       16

<PAGE>



              "RELEASE" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including, without limitation, the abandonment or disposal of any
barrels, containers or other closed receptacles containing any Hazardous
Materials), or into or out of any Facility, including the movement of any
Hazardous Material through the air, soil, surface water, groundwater or
property.

              "RESTRICTED PAYMENT" means, with respect to any Person, (a) the
declaration or payment of any dividend or distribution or the occurrence of any
liability to make any other payment or distribution of cash or other property
or assets in respect of such Person's Stock, (b) any payment on account of the
purchase, redemption, defeasance or other retirement of such Person's Stock or
any other payment or distribution made in respect thereof, either directly or
indirectly, or (c) any payment, loan, contribution, or other transfer of funds
or other property to any stockholder, partner or member of such Person or any
Affiliate of such stockholder, partner or member.

              "RETIREE WELFARE PLAN" means any Welfare Plan providing for
continuing coverage or benefits for any participant or any beneficiary of a
participant after such participant's termination of employment, other than
continuation coverage provided pursuant to Section 4980B of the Internal
Revenue Code and at the sole expense of the participant or the beneficiary of
the participant.

              "RICH ACQUISITION" means the acquisition by Borrower of the Rich
Partnerships and the Rich Stations pursuant to the Rich Acquisition Documents
and upon terms and conditions set forth herein.

              "RICH ACQUISITION DOCUMENTS" means all of the purchase agreements
and related documents pursuant to which the Rich Acquisition is implemented or
evidenced as more particularly described on Schedule 2 annexed hereto.

              "RICH ACQUISITION FCC CONSENT" means the initial written action
or actions by the FCC approving the assignment of the FCC Licenses for each
Rich Station to be acquired as part of the Rich Acquisition to Borrower in the
manner contemplated by the Rich Acquisition Documents, in form and substance
satisfactory to Lender.



                                       17

<PAGE>




              "RICH LMA" means that certain Local Marketing Agreement that may
be entered into between the Rich Partnerships and Borrower with respect to the
Rich Stations.

              "RICH PARTNERSHIPS" means ABS Richmond Partners, L.P., a Virginia
limited partnership and ABS Richmond Partners II, L.P., a Virginia limited
partnership.

              "RICH STATIONS" means, collectively, radio station WKHK(FM),
licensed to Colonial Heights, Virginia and radio station WVGO(FM), licensed to
Crewe, Virginia.

              "SECURITY AGREEMENT" means the Security Agreement to be executed
and delivered by Borrower on the date hereof, substantially in the form of
Exhibit D annexed hereto, as the same may be amended, supplemented or otherwise
modified from time to time.

              "SECURITY DOCUMENTS" means the Security Agreement, the Deed of
Trust, the Collateral Assignment of Contracts, mortgages, security agreements,
pledge agreements, assignments, licenses, landlord consents and releases and
all other instruments or documents (including, without limitation, UCC-1
financing statements, fixture filings or similar documents required in order to
perfect the Liens created by the Security Documents) delivered by Borrower or
any other Person pursuant to this Agreement and the other Loan Documents to
grant to Lender Liens to secure the Obligations.

              "SIGNET LOAN AGREEMENT" means that certain Promissory Note, dated
as of May 28, 1996 by and among Jacob Brown, Kenneth A. Brown and Signet Bank,
as assigned to the LLC pursuant to that certain Assignment dated April 29,
1996.

              "STANDARD & POOR'S" means Standard & Poor's Ratings Group, a
division of McGraw-Hill, Inc., or any Person succeeding thereto by merger,
consolidation or acquisition of all or substantially all of its assets,
including substantially all of its business of rating securities.

              "STATIONS" means the Rich Stations and the Benchmark
Stations.

              "STOCK" means all membership interests, shares, options,
warrants, general or limited partnership interests, participation or other
equivalents (regardless of how designated) of or in a corporation, partnership,
limited



                                       18

<PAGE>



liability company or equivalent entity whether voting or nonvoting, including
common stock, preferred stock, or any other "equity security" (as such term is
defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the
Securities and Exchange Commission under the Exchange Act).

              "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, association, joint venture or other business entity of which more
than 50% of the total voting power of shares of stock or other ownership
interests entitled (without regard to the occurrence of any contingency) to
vote in the election of the Person or Persons (whether directors, managers,
trustees or other Persons performing similar functions) having the power to
direct or cause the direction of the management and policies thereof is at the
time owned or controlled, directly or indirectly, by that Person or one or more
of the other Subsidiaries of that Person or a combination thereof.

              "TAXES" means taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding taxes imposed
on or measured by the net income of Lender by the United States of America or
the jurisdiction under the laws of which Lender is organized, or in each case,
any political subdivision thereof; provided, however, neither Taxes nor Other
Taxes shall include any item that is based on income, profits or gains or is in
lieu of such tax.

              "TERMINAL DATE" means December 31, 1997 or such other date the
parties may mutually agree.

              "WELFARE PLAN" means any welfare plan, as defined in Section 3(1)
of ERISA, which is maintained or contributed to by Borrower or any ERISA
Affiliate.

1.2 ACCOUNTING TERMS: UTILIZATION OF GAAP FOR PURPOSES OF CALCULATIONS UNDER
AGREEMENT. Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements required to be delivered
by Borrower to Lender shall be prepared in accordance with GAAP as in effect at
the time of such preparation. Calculations in connection with the definitions,
covenants and other provisions of this Agreement shall utilize accounting
principles and policies



                                       19

<PAGE>

in conformity with those used to prepare the financial statements referred to
in Section 4.4.

                                   SECTION 2.
                                    THE LOAN

2.1 NOTE; PROCEDURE FOR BORROWINGS; PREPAYMENT.

              a. Subject to the terms and conditions hereof, Lender hereby
agrees to make Loan(s) to Borrower from time to time during the Commitment
Period in an aggregate principal amount at any one time not to exceed the
amounts necessary to fund Borrower's obligations hereunder and under the Master
Agreement.

              b. Borrower may borrow under the Note during the Commitment
Period on any Business Day; provided, Borrower shall give Lender irrevocable
Notice of Borrowing (which notice must be received by Lender before 1:00 P.M.,
New York City Time) signed by the Chief Financial Officer of Borrower. Lender
agrees to fund in accordance with such notice as expeditiously as practicable
but in no event later than three (3) Business Days after receipt of such
notice; provided, in any thirty (30) day period, Lender agrees to fund (only
once during such thirty (30) day period) within one (1) Business Day after
receipt of a Notice of Borrowing, so long as the requested amount does not
exceed two hundred and fifty thousand dollars ($250,000). Borrower may not
prepay the Loans before the Terminal Date without the prior consent of Lender.

              c. On the date hereof, Borrower shall execute and deliver to
Lender a Notice of Borrowing and a Note substantially in the form of Exhibit B
annexed hereto. Lender agrees to make, on the date hereof, an initial loan in
the amount requested and Lender is hereby authorized to record the date and
amount of such initial Loan and each subsequent Loan made by Lender, and the
date and amount of each payment or prepayment of principal thereof on the
schedule annexed to and constituting a part of such Note, and any such
recordation shall constitute prima facie evidence of the accuracy of the
information so recorded; provided, however, that the failure to make such
notation shall not in any way limit, affect or modify the obligation of
Borrower to repay any of its Obligations, or the rights of Lender to any
amounts due under this Agreement or the Note.

                                       20

<PAGE>

2.2 INTEREST. Borrower shall not pay any interest on the Loans until the
Terminal Date; provided, however, in the event the repayment of the Loans are
accelerated for any reason pursuant to Section 7.2 (the "ACCELERATION EVENT"),
Borrower shall pay interest on the Loans (i) from the date such applicable Loan
was made to the Terminal Date (or, if applicable, the date such Acceleration
Event shall have occurred) at a rate equal to the product of (A) 1/2 and (B)
the sum of the prime rate of Citibank, N.A. on the date of such Acceleration
Event plus 1% ("PRIME PLUS 1%") and thereafter until such time such Loan is
fully repaid at a rate per annum equal to Prime plus 1%. All computations of
interest shall be made by Lender and on the basis of a three hundred and sixty
(360) day year, in each case for the actual number of days occurring in the
period for which such interest is payable. Each determination by Lender of the
interest payable hereunder shall be conclusive and binding for all purposes,
absent manifest error or bad faith.

2.3           PAYMENTS OF PRINCIPAL AND INTEREST.

              a.      Borrower shall pay in full all outstanding
principal under the Loans on the Maturity Date.

              b. In the event Borrower is required to pay interest on the Loans
under Section 2.2, Borrower shall pay all accrued interest within thirty (30)
days after the event causing the interest to accrue, and then monthly
thereafter until the Maturity Date.

              c. All payments by Borrower of principal, interest, fees and
other Obligations hereunder and under the Note shall be made in Dollars in same
day funds, free of any restriction or condition, and delivered to Lender not
later than 12:00 Noon (New York City Time) on the date due. Funds received by
Lender after that time on such due date shall be deemed to have been paid by
Borrower on the next succeeding Business Day.

2.4 USE OF PROCEEDS. Borrower shall use the proceeds of the Loans for
Borrower's obligations as they arise under the Master Agreement, including,
without limitation, (i) to pay off all amounts outstanding under the Signet
Loan Agreement, (ii) for the payment of reasonable costs and expenses of the
Benchmark Transactions that are payable by Borrower, (iii) payment of
reasonable costs and expenses under the Benchmark TBA, (iv) to finance the
working capital requirements of Borrower to operate the Benchmark Stations
after the

                                       21

<PAGE>



Benchmark Acquisition (other than the $3.9 million that Borrower will incur to
acquire the Rich Stations from any Person other than Lender (or if from Lender
not as part of this Agreement)), (v) to finance the working capital
requirements of Borrower under the Rich LMA, if applicable and (vi) to finance
the acquisition of the Rich Stations (each a "PERMITTED USE").

2.5 TAXES.

              a. Any and all payments by, or on behalf of, Borrower hereunder
or under the Note or any other Loan Document, shall be made, in accordance with
this Section 2.5, free and clear of and without deduction for any and all
present or future Taxes. If Borrower shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder or under the Note or any
other Loan Document to Lender, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions Lender receives an
amount equal to the sum it would have received had no such deductions been
made, (ii) Borrower shall make such deductions, and (iii) Borrower shall pay
the full amount deducted to the relevant taxing or other authority in
accordance with applicable law.

              b. In addition, Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement or any other Loan Document (hereinafter referred to as "OTHER
TAXES").

              c. Borrower shall indemnify and pay, within ten (10) days of
demand therefor, Lender for the full amount of Taxes or Other Taxes (including
any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under
this Section 2.5) paid by Lender and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, whether or
not such Taxes or Other Taxes were correctly or legally asserted.

              d. Within thirty (30) days after the date of any such payment of
Taxes or Other Taxes, Borrower shall furnish to Lender, the original or a
certified copy of a receipt evidencing payment thereof.

                                       22

<PAGE>
                                   SECTION 3.
                            CONDITIONS TO THE LOANS

3.1 CONDITIONS TO INITIAL LOAN. The agreement of Lender to enter into this
Agreement is subject to the satisfaction of the following conditions:

              a. This Agreement, the Note, the Security Agreement, the Deed of
Trust and the Collateral Assignment of Contracts shall have been duly executed
by Borrower and delivered to Lender and the security interest granted by the
Borrower to Lender under the Security Documents shall constitute, to the extent
permitted by law, a first priority perfected security interest in all of the
assets of the Borrower other than the Excluded Assets;

              b.      Lender shall have received such other documents,
financing statements, instruments, certificates, opinions
and agreements as Lender shall reasonably request in
connection with the transactions contemplated by this
Agreement;

              c. Lender shall have received a loan certificate signed by the
Manager of Borrower, substantially in the form of Exhibit E attached hereto,
including a certificate of incumbency with respect to each authorized signatory
of Borrower, together with appropriate attachments which shall include, without
limitation, the following (i) a copy of the Articles of Organization of
Borrower certified to be true, complete and correct by the State Corporation
Commission for the Commonwealth of Virginia, (ii) a true, complete and correct
copy of the Operating Agreement and (iii) certificates of good standing from
each jurisdiction in which Borrower does business;

              d. (i) Lender shall have received executed or conformed copies of
the Related Documents and any amendments thereto as of the date hereof, the
terms and conditions of which shall be in all respects satisfactory to Lender,
(ii) the Related Documents shall be in full force and effect and no term or
condition thereof shall have been amended, modified or waived after the
execution thereof, (iii) Borrower shall not have failed in any respect to
perform any obligation or covenant required by the Related Documents to be
performed or complied with by it on or before the date hereof (other than such
failures of which Lender has actual knowledge), and (iv) Lender shall have
received a Manager's Certificate from Borrower in form and substance
satisfactory

                                       23

<PAGE>

to Lender to the effect set forth in clauses (i), (ii) and (iii) above;

              e.      The Benchmark Acquisition FCC Consent shall have
been obtained and shall have become a Final Order;

              f. Borrower shall deliver to Lender a Manager's Certificate
stating that (i) the Benchmark Acquisition has been duly approved, (ii) all
actions necessary by it to consummate the Benchmark Acquisition have been taken
(other than the payment of the purchase price which shall not exceed
$14,500,000 and the conveyance of the appropriate assets) and (iii) Borrower
will proceed to consummate the Benchmark Acquisition immediately upon the
making of the initial Loan on the Closing Date. The Benchmark Acquisition shall
become effective in accordance with the Benchmark Acquisition Documents without
any variation therefrom (other than immaterial variations), except as disclosed
to Lender;

              g. Borrower shall have delivered copies of any environmental
audit reports delivered in connection with the Benchmark Acquisition and all
other environmental information and reports (other than immaterial
environmental information and reports) received in connection therewith to
Lender;

              h. The assets of the Benchmark Stations shall be free and clear
of all Liens (other than Permitted Liens) and all assets and liabilities
assumed by Borrower pursuant to the Benchmark Acquisition Documents and the
transactions contemplated thereby shall be acceptable to Lender;

              i. (i) No event which would constitute an Event of Default or
Default (after giving effect to the making of the Loan on the Closing Date)
shall have occurred and be continuing, (ii) the representations and warranties
in Section 4 shall be true, correct and complete in all material respects,
(iii) since April 29, 1996, no Material Adverse Effect shall have occurred,
(iv) no litigation, inquiry or other action and no injunction or restraining
order shall be pending or threatened with respect to the making of the Loan
hereunder or the transactions contemplated hereby, and (v) Borrower shall have
delivered to Lender a Manager's Certificate to such effect, in form and
substance reasonably satisfactory to Lender;

              j.      Borrower shall have delivered to Lender a
Compliance Certificate, dated as of the Closing Date and



                                       24

<PAGE>

calculated to give effect to the funding of the Loan under this Agreement,
demonstrating compliance with the covenants set forth in this Agreement as of
the Closing Date; and

              k. Lender shall have received originally executed copies of the
favorable written opinions of each of the counsel referred to in the Benchmark
Acquisition Documents, dated as of the Closing Date, and each such opinion of
counsel shall state that Lender is entitled to rely thereon.

              l. Lender shall have received originally executed copies of one
or more favorable written opinions, dated as of the date hereof, of LeClair
Ryan, counsel for Borrower, in form and substance reasonably satisfactory to
Lender and its counsel.

              m.      Borrower shall have certified to Lender that the
Loan will be for a Permitted Use.

              Lender agrees to act reasonably and diligently in exercising
Lender's rights under this Section 3.1.

3.2 CONDITIONS TO EACH OTHER LOAN. The agreement of Lender to make any other
Loans requested to be made by it on any date after the date hereof is subject
to the satisfaction of the following conditions as of the date such Loan is
requested to be made:

              a. Each of the representations and warranties made by Borrower,
in or pursuant to the Loan Documents shall be true and correct in all material
respects on and as of such date as if made on and as of such date, except to
the extent a representation or a warranty made by Borrower which specifically
relates to an earlier date;

              b.      No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the
Loan requested to be made on such date; and

              c.      There shall not have occurred any change, or
development or event which could reasonably be expected to
have a Material Adverse Effect.

              d.      Borrower shall have certified to Lender that the
Loan will be for a Permitted Use.


                                       25

<PAGE>

                                   SECTION 4.
                   BORROWER'S REPRESENTATIONS AND WARRANTIES

              In order to induce Lender to enter into this Agreement and to
make the initial Loan on the Closing Date, Borrower represents and warrants to
Lender that, as of the date hereof (after giving effect to the Benchmark
Acquisition) the following statements are true, correct and complete:

4.1 EXISTENCE; COMPLIANCE WITH LAW. Borrower (a) is a limited liability company
duly formed, validly existing and in good standing under the laws of the
Commonwealth of Virginia and is duly qualified to do business and is in good
standing in each other jurisdiction where its ownership or lease of property or
the conduct of its business requires such qualification, (b) has the requisite
power and authority and the legal right to own, pledge, mortgage or otherwise
encumber and operate its properties, to lease the property it operates under
lease, and to conduct its business as now, heretofore and proposed to be
conducted and to enter into the transactions contemplated by this Agreement,
(c) has all licenses, permits, consents or approvals from or by, and has made
all filings with, and has given all notices to, all Governmental Authorities
having jurisdiction, to the extent required for such ownership, operation and
conduct, (d) is in compliance with the Operating Agreement and its Articles of
Organization and (e) is in compliance with all rules and regulations of the FCC
and the terms of all FCC Licenses, and is in compliance in all material
respects with all other applicable provisions of law.

4.2 EXECUTIVE OFFICES; COLLATERAL LOCATIONS; CORPORATE OR OTHER NAMES. The
current locations of Borrower's executive office, principal place of business,
corporate offices, all warehouses and premises within which any Collateral is
stored or located, and the locations of all of Borrower's records concerning
the Collateral are set forth in Schedule 4.2 and, except as set forth in
Schedule 4.2, such locations have not changed during the preceding 12 months.
During the prior five (5) years, except as set forth in Schedule 4.2, Borrower
(or any of its predecessors in interest) has not been known as or used any
corporate, fictitious or trade name.

4.3 POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. The execution, delivery and
performance by Borrower of the Loan Documents and the creation of all Liens
provided for herein

                                       26

<PAGE>



and therein (a) are within Borrower's power, (b) have been duly authorized by
all necessary action by Borrower under applicable law and under the Operating
Agreement and its Articles of Organization, (c) are not in contravention of any
provision of the Operating Agreement or Borrower's Articles of Organization,
(d) will not violate any law or regulation, or any order or decree of any court
or governmental instrumentality, (e) will not conflict with or result in the
breach or termination of, constitute a default under or accelerate any
performance required by, any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which Borrower is a party or by which Borrower
or any of its property is bound, (f) will not result in the creation or
imposition of any Lien upon any of the property of Borrower other than those in
favor of Lender, all pursuant to the Loan Documents, and (g) do not require the
consent or approval of any Governmental Authority or any other Person, all of
which will have been duly obtained, made or complied with before the date
hereof and which will be in full force and effect as of the date hereof. At or
prior to the date hereof, each of the Loan Documents to which Borrower is a
party shall have been duly executed and delivered for the benefit of or on
behalf of Borrower, and each shall then constitute a legal, valid and binding
obligation of Borrower to the extent it is a party thereto, enforceable against
Borrower in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, moratorium, reorganization or other similar
laws affecting creditors' rights and to equitable principles of general
applicability.

4.4           FINANCIAL STATEMENTS AND PROJECTIONS.  Borrower has delivered the
Financial Statements for the period ended October 31, 1996 and projections
identified in Schedule 4.4.

4.5 CONDUCT OF BUSINESS; MATERIAL CONTRACTS. Borrower is engaged only in the
businesses permitted to be engaged in pursuant to Section 6.9 and is conducting
its business in accordance with the provisions of Section 6.9. Borrower holds
all licenses (including, without limitation, FCC Licenses), permits,
franchises, certificates of authority, or any waivers of the foregoing that are
necessary to permit it to conduct its businesses as now conducted or to be
conducted and to hold and operate its properties. All such licenses, permits,
franchises, certificates of authority, and waivers are valid and in full force
and effect. Schedule 4.5 contains a complete list, as of the date hereof, of
each contract, agreement, arrangement or

                                       27

<PAGE>



understanding to which Borrower is a party or any of its assets are bound,
except for those time sales agreements which (i) are on Borrower's standard
form, (ii) are terminable by Borrower within thirteen (13) weeks or less notice
without penalty, and (iii) provide for annual payments of fifty thousand
dollars ($50,000) or less (each a "MATERIAL CONTRACT"); provided, Lender
acknowledges that the tower for the WKHK(FM) radio station is not owned by the
Rich Partnerships.

4.6           SUBSIDIARIES.  Borrower has no Subsidiaries.

4.7 FCC AND STATION MATTERS. Upon and following consummation of each
Acquisition, each of the following representations and warranties will be true,
correct and complete in all respects (other than such inaccuracies which are
immaterial):

                      (i)      Schedule 4.7(a) annexed hereto correctly
              describes each of the radio broadcast stations owned by
              Borrower.

                      (ii) Borrower has duly filed in a timely manner all
              filings which are required to be filed by Borrower under the
              Communications Act and is in all respects in compliance with the
              Communications Act, including, without limitation, the rules and
              regulations of the FCC relating to the broadcast of radio
              signals. Borrower owns or has valid leasehold interests in all
              property necessary to operate in compliance with the
              Communications Act the Stations Borrower has acquired in such
              Acquisition.

                      (iii) Schedule 4.7(b) annexed hereto correctly sets forth
              each of the LMAs for Borrower and sets forth the termination
              date, if any, of each such agreement and the amounts payable or
              receivable thereunder. Each such LMA is in full force and effect
              and Borrower is in substantial compliance therewith. Other than
              as contemplated in connection with the exercise by Borrower of
              any option to acquire any radio station which is the subject of
              such LMA, no event has occurred which permits, or after notice or
              lapse of time would permit, the early termination of any such
              LMA, and Borrower has no knowledge of any fact or circumstance
              which is likely to result in the non-renewal of any LMA.




                                       28

<PAGE>



4.8 REAL PROPERTY. Borrower does not own any interest in real property other
than the real property identified in Schedule 4.8.

4.9 PERSONAL PROPERTY LIENS. Upon the filing of Uniform Commercial Code
financing statements naming Borrower as "debtor", naming Lender as "secured
party" and describing the Collateral (as defined in the Security Agreement) in
the filing offices set forth in Schedule 4.9 hereto, the security interests in
such Collateral granted to Lender will, to the extent a security interest in
such Collateral may be perfected by filing Uniform Commercial Code financing
statements, constitute valid and perfected security interests therein prior to
all other Liens. The Collateral has been duly and validly pledged to Lender
pursuant to the Security Agreement and the Deed of Trust and the Security
Agreement and the Deed of Trust create in favor of Lender a valid, perfected
first priority security interest in the Collateral as security for the
Obligations subject to no equal or prior security interest.

4.10 NO MATERIAL ADVERSE CHANGE: NO RESTRICTED PAYMENTS. Since April 29, 1996,
no event or change has occurred that has caused or evidences, either in any
case or in the aggregate, a Material Adverse Effect. Except as set forth on
Schedule 4.10, Borrower has not directly or indirectly declared, ordered, paid
or made, or set apart any sum or property for, any Restricted Payment or agreed
to do so.

4.11 TITLE TO PROPERTIES: LIENS. Borrower has (a) good, sufficient and legal
title to (in the case of fee interests in real property), (b) valid leasehold
interests in (in the case of leasehold interests in real or personal property),
and (c) good title to (in the case of all other personal property), all of its
properties and assets reflected in the financial statements referred to in
Section 4.4, except for assets disposed of since the date of such financial
statements in the ordinary course of business. Except for Permitted Liens, all
such properties and assets are free and clear of Liens.

4.12 LITIGATION. There are no actions, suits, proceedings, arbitrations or
governmental investigations (whether or not purportedly on behalf of Borrower)
at law or in equity or before or by any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, including, without limitation, the FCC, pending or, to the
knowledge of

                                       29

<PAGE>


Borrower, threatened against or affecting Borrower or any property of Borrower
other than those listed on Schedule 4.12.

4.13 PAYMENT OF TAXES. Except to the extent permitted by Section 5.3, all tax
returns and reports of Borrower required to be filed by, or on behalf of,
Borrower have been timely filed, and all taxes, assessments, fees and other
governmental charges upon Borrower and upon its properties, assets, income,
businesses and franchises which are due and payable have been paid when due and
payable. There is no proposed tax assessment against Borrower or any of its
Members which is not being actively contested by Borrower or such Member in
good faith and by appropriate proceedings.

4.14 RESTRICTIONS; NO DEFAULT. No Contractual Obligation, lease, agreement,
instrument or other document to which Borrower is a party or by which it or any
of its properties or assets is bound or affected and no provision of the
Operating Agreement, Borrower's Articles of Organization, applicable law or
governmental regulation has resulted in or will result in a Material Adverse
Effect. Borrower is not subject to any final judgments, writs, injunctions,
decrees, rules or regulations of any court or any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect. Borrower
is not in default and, to Borrower's knowledge, no third party is in default,
under or with respect to any Contractual Obligation, lease, agreement,
instrument or other document to which Borrower is a party, or any final
judgment, writ, injunction, decree, rule or regulation of any court or any
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, by which Borrower or
any of its properties or assets is bound, which default could result in a loss
or liability to Borrower in excess of $100,000. No Default has occurred and is
continuing.

4.15 GOVERNMENTAL REGULATION. Borrower is not subject to regulation under the
Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act or the Investment Company Act of 1940 or under any
other federal or state statute or regulation which may limit its ability to
incur Indebtedness or which may otherwise render all or any portion of the
Obligations unenforceable.



                                       30

<PAGE>


4.16 SECURITIES ACTIVITIES. Borrower is not engaged principally, or as one of
its important activities, in the business of extending credit for the purpose
of purchasing or carrying any Margin Stock.

4.17 EMPLOYEE BENEFIT PLANS.

         a. Borrower and each of its ERISA Affiliates are in compliance with
all applicable provisions and requirements of ERISA and the regulations and
published interpretations thereunder with respect to each Employee Benefit
Plan, and have performed all their obligations under each Employee Benefit
Plan.

         b. No ERISA Event has occurred or is reasonably expected to occur.

         c. Except to the extent required under Section 4980B of the Internal
Revenue Code, no Employee Benefit Plan provides health or welfare benefits
(through the purchase of insurance or otherwise) for any retired or former
employees of Borrower or any of its ERISA Affiliates.

         d. As of the most recent valuation date for any Pension Plan, the
amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), does not exceed $25,000.

4.18 ENVIRONMENTAL MATTERS. Except for routine operations in the ordinary
course of business in compliance with applicable permits issued by a
Governmental Authority, each Facility is free of any Hazardous Material and
Borrower has not caused or suffered to occur any Release at, under, above or
within any Facility. There are no existing or potential Environmental
Liabilities and Costs of Borrower of which Borrower, after due inquiry, has
knowledge, which could result in liability to Borrower in excess of $100,000.
Except as set forth on Schedule 4.18, Borrower is not involved in operations
which could lead to the imposition of any material Environmental Liabilities
and Costs on it, or any owner of any premises which it occupies, or any Lien
securing the same under any Environmental Law.

4.19          VENTURES AND OUTSTANDING STOCK.  Borrower is not
engaged in any Joint Venture with any other Person.  Except
as set forth in Schedule 4.19, there are no outstanding

                                       31

<PAGE>

rights to purchase options, warrants or similar rights or agreements pursuant
to which Borrower or any Member may be required to issue, sell or purchase any
Membership Interests, Stock or other equity security. Schedule 4.19 sets forth,
as of the date hereof (and as of the Benchmark Loan date, if applicable), the
name and description of each of Borrower's Members, the percentage interest of
each such Member in the profits of Borrower and the percentage voting rights of
each such Member in Borrower.

4.20 LABOR MATTERS. There are no strikes or other labor disputes against
Borrower that are pending or, to Borrower's knowledge, threatened. Hours worked
by, and payment made to, employees of Borrower have not been in violation of
the Fair Labor Standards Act or any other material applicable law dealing with
such matters. All payments due from Borrower on account of employee health and
welfare insurance have been paid or accrued as a liability on the books of
Borrower. Except as set forth in Schedule 4.20, Borrower has no obligation
under any collective bargaining agreement, management agreement, or any
employment agreement, and a correct and complete copy of each agreement listed
on Schedule 4.20 has been provided to Lender. There is no organizing activity
involving Borrower pending or, to Borrower's knowledge, threatened by any labor
union or group of employees.

4.21 INSURANCE. Borrower maintains, with financially sound and reputable
insurers, insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by corporations of established
reputation engaged in the same or similar business of such types and in such
amounts as are customarily carried under similar circumstances by such other
corporations. Attached as Schedule 4.21 hereto is a complete and accurate
description of all policies of insurance of Borrower that will be in effect as
of the date hereof (and as of the Benchmark Loan Date, as applicable).

4.22 DISCLOSURE. No information contained in this Agreement, the other Loan
Documents, the Financial Statements or any written statement furnished by or on
behalf of Borrower, any Member of Borrower, or any Affiliate thereof pursuant
to the terms of this Agreement or any other Loan Document, which has previously
been delivered to Lender, contains any untrue statement of a material fact or
omits to state a material fact necessary to make the statements contained
herein or therein not misleading in



                                       32

<PAGE>



light of the circumstances under which they were made. With respect to all
business plans and other forecasts and projections furnished by, or on behalf
of, Borrower and made available to Lender relating to the financial condition,
operations, business, properties or prospects of Borrower (a) all facts stated
as such therein are true and complete, (b) all facts upon which the forecasts
or projections therein contained are based are true and complete in all
material respects and no material fact was omitted therefrom, (c) all
assumptions made on that basis are reasonable under the circumstances and are
disclosed therein, and (d) the forecasts or projections are reasonably based on
those facts and assumptions.


                                   SECTION 5.
                        BORROWER'S AFFIRMATIVE COVENANTS

              Borrower covenants and agrees that, until payment in full of the
Loans and other Obligations (or until the exercise of the Conversion Option),
unless Lender shall otherwise consent in writing, Borrower shall perform all
covenants in this Section 5.

5.1 FINANCIAL STATEMENTS AND OTHER REPORTS. Borrower will maintain a system of
accounting established and administered in accordance with sound business
practices to permit preparation of financial statements in conformity with
GAAP. Borrower will deliver to Lender:

                      (i) as soon as available and in any event within 30 days
              after the end of each month ending after the date hereof, copies
              of Borrower's Financial Statements for such month, together with
              the monthly sales reports and, if applicable, cash flow for such
              month of each Station as furnished to Borrower by each Station.
              In addition, Borrower shall cause the accountants who prepared
              any audited or unaudited Financial Statements relating to
              Borrower (or the Benchmark Stations) to consent to the use of
              such Financial Statements by Lender in its filings with the
              Securities and Exchange Commission as well as filing such
              auditor's consents with any such filing with the Securities and
              Exchange Commission. Concurrently with the delivery of such
              Financial Statements, Borrower shall deliver to Lender a
              certificate of Borrower's chief financial officer certifying that
              no Default under the Loan Documents has



                                       33

<PAGE>



              occurred and is continuing or specifying each such
              Default;

                      (ii) promptly upon their becoming available, copies of
              all information required to be filed by Borrower with the FCC and
              all press releases and other statements made available generally
              by Borrower to the public and all material FCC notices and
              correspondence received by Borrower;

                      (iii) promptly upon any officer of Borrower obtaining
              knowledge of any condition or event that constitutes an Event of
              Default or Default, or becoming aware that Lender has given any
              notice or taken any other action with respect to a claimed Event
              of Default or Default, a Manager's Certificate specifying the
              nature and period of existence of such event, change, Event of
              Default, Default, or condition, and what action Borrower has
              taken, is taking and proposes to take with respect thereto;

                      (iv) promptly upon their becoming available, all copies
              of subscribed Arbitron rating reports with respect to the
              Stations, in a form agreed upon by Borrower and Lender; and

                      (v) with reasonable promptness, such other information
              and data with respect to Borrower or any of its Affiliates as
              from time to time may be reasonably requested by Lender.

5.2 CORPORATE EXISTENCE; COMPLIANCE WITH LAWS. Borrower will at all times (a)
preserve and keep in full force and effect its legal existence and all rights,
licenses and other authorizations, and franchises material to its business, (b)
comply with all provisions of all franchises and licenses, all FCC Licenses,
and all material agreements and leases to which it is a party, and shall suffer
no loss or forfeiture thereof or thereunder and (c) comply with the
requirements of all applicable laws, rules, regulations and orders of any
governmental authority (other than non- compliances which are immaterial).

5.3 PAYMENT OF TAXES AND CLAIMS. Borrower will, and will cause each of its
Members to, pay all taxes, assessments and other governmental charges imposed
upon it or any of its properties or assets or in respect of any of its income,
businesses or franchises before any penalty accrues thereon,



                                       34

<PAGE>



and all claims, including, without limitation, claims for labor, services,
materials and supplies (other than immaterial claims) for sums that have become
due and payable and that by law have or may become a Lien upon any of its
properties or assets, before the time when any penalty or fine shall be
incurred with respect thereto; provided that no such charge or claim need be
paid if being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted and if such reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP shall have been
made therefor.

5.4 MAINTENANCE OF PROPERTIES; INSURANCE. Borrower will maintain or cause to be
maintained in good repair, working order and condition, ordinary wear and tear
excepted, all material properties used or useful in the business of Borrower
and from time to time will make or cause to be made all appropriate repairs,
renewals and replacements thereof. Borrower will maintain or cause to be
maintained, with financially sound and reputable insurers, insurance with
respect to its properties and business against loss or damage of the kinds
customarily carried or maintained under similar circumstances by corporations
of established reputation engaged in similar businesses. Each such policy of
insurance shall name Lender as the loss payee and additional insured, as
applicable, thereunder, and shall provide for at least 30 days prior written
notice to Lender of any modification or cancellation of such policy.

5.5 TAX TREATMENT. Borrower will take all reasonably necessary actions to
ensure that Borrower is not taxable as a corporation for Federal income tax
purposes and will take all reasonable actions to ensure that Borrower is not
taxable as a corporation under any applicable law of any state or political
subdivision thereof (other than any state or political subdivision which taxes
all limited liability companies as corporations).

5.6 BOOKS AND RECORDS. Borrower shall keep adequate records and books of
account with respect to its business activities, in which proper entries,
reflecting all of its financial transactions, are made in accordance with GAAP
and on a basis consistent with the Financial Statements.

5.7 LITIGATION.  Borrower shall notify Lender in writing, promptly upon
learning thereof, of any litigation, Claim or other action commenced or
threatened against Borrower, and of the institution against Borrower of
any suit or

                                       35

<PAGE>



administrative proceeding which (a) may involve an amount in excess of $100,000
individually or in the aggregate or (b) could have or result in a Material
Adverse Effect if adversely determined.

5.8 ENVIRONMENTAL LAWS. Borrower shall comply with all Environmental Laws.
Borrower shall promptly take any and all necessary remedial action in
connection with the presence, storage, use, disposal, transportation or Release
of any Hazardous Materials on, under or about any Facility in order to comply
with all applicable Environmental Laws and Governmental Authorizations, except
when, and only to the extent that, Borrower's liability for such presence,
storage, use, disposal, transportation or discharge of any Hazardous Materials
is being contested in good faith by Borrower.

5.9 INDEMNITY. Borrower shall indemnify and hold Lender and its Affiliates,
officers, directors, employees, attorneys and agents (each, an "INDEMNIFIED
PERSON"), harmless from and against any and all suits, actions, costs, fines,
deficiencies, penalties, proceedings, claims, damages, losses, liabilities and
expenses (including reasonable attorneys' fees and disbursements and other
costs of investigations or defense, including those incurred upon any appeal)
(each, a "CLAIM") which may be instituted or asserted against or incurred by
such Indemnified Person as the result of credit having been extended under this
Agreement or any other Loan Document or otherwise arising in connection with
the transactions contemplated hereunder and thereunder, including any and all
Environmental Liabilities and Costs and regardless of whether the Indemnified
Person is a party to such Claim; provided, that Borrower shall not be liable
for any indemnification to such Indemnified Person with respect to any portion
of any such Claim which results solely from such Indemnified Person's gross
negligence or willful misconduct as determined by a final judgment of a court
of competent jurisdiction; provided, further, that no member of Borrower shall
have any personal liability to Lender except as provided in the Master
Agreement and that Lender shall have no right to attach, liquidate or otherwise
take any interest in the Excluded Assets or their proceeds. NEITHER LENDER NOR
ANY OTHER INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY
HERETO, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR
ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR
INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS
A RESULT OF



                                       36

<PAGE>


CREDIT HAVING BEEN EXTENDED UNDER THE LOAN DOCUMENTS OR OTHERWISE IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED THEREBY.

5.10 ACCESS. Borrower shall, upon reasonable advance notice and during normal
business hours (unless a Default shall have occurred and be continuing, in
which event no notice shall be required and Lender shall have such access at
any and all times) (a) provide access to Lender and any of its officers,
employees and agents, as frequently as Lender determines to be appropriate to
the properties and facilities of Borrower, (b) permit Lender and any of its
officers, employees and agents to inspect, audit and make extracts from all of
Borrower's records, files and books of account, and (c) permit Lender to
conduct audits to inspect, review and evaluate the Collateral, and Borrower
agrees to render to Lender at Borrower's cost and expense, such clerical and
other assistance as may be reasonably requested with regard thereto. Borrower
shall make available to Lender and its counsel, as quickly as practicable under
the circumstances, originals or copies of all books, records, Member minutes,
contracts, insurance policies, environmental audits, business plans, files,
financial statements (actual and pro forma), filings with federal, state and
local regulatory agencies, and other instruments and documents which Lender may
request. Borrower shall deliver any document or instrument reasonably necessary
for Lender, as it may from time to time request, to obtain records from any
service bureau or other Person which maintains records for Borrower, and shall
maintain duplicate records or supporting documentation on media, including
computer tapes and discs owned by Borrower. Borrower agrees to make available
to Lender upon its reasonable request information and records prepared by its
independent certified public accountants and its banking and other financial
institutions.

5.11 FCC CONVERSION CONSENT FILING. Lender and Borrower shall use their
reasonable best efforts (i) to file with the FCC, within twelve (12) days
following the date of this Agreement, the requisite applications to obtain the
Conversion Consent and (ii) to obtain the prompt grant of such applications.


                                       37

<PAGE>



                                   SECTION 6.
                         BORROWER'S NEGATIVE COVENANTS

              Borrower covenants and agrees that until payment in full of the
Loan and other Obligations (or until the exercise of the Conversion Option),
unless Lender shall otherwise consent in writing or unless otherwise permitted
under the Master Agreement, Borrower shall perform all covenants in this
Section 6.

6.1 INDEBTEDNESS. Borrower shall not directly or indirectly, create, incur,
assume or guaranty, or otherwise become or remain directly or indirectly liable
with respect to, any Indebtedness, except:

                      (i)   the Obligations;

                      (ii)  Indebtedness existing on the date hereof and
              disclosed on Schedule 6.1;

                      (iii)  Contingent Obligations permitted by Section
              6.4;

                      (iv) Indebtedness in respect of Capital Leases; provided
              that such Capital Leases are permitted under the terms of Section
              6.7; and

                      (v)       Liabilities related to the Excluded Assets.

6.2 LIENS. Borrower shall not directly or indirectly, create, incur, assume or
permit to exist any Lien on or with respect to any property or asset of any
kind (including any document or instrument in respect of goods or accounts
receivable) of Borrower whether now owned or hereafter acquired, or any income
or profits therefrom, or file or permit the filing of, or permit to remain in
effect, any financing statement or other similar notice of any Lien with
respect to any such property, asset, income or profits under the Uniform
Commercial Code of any State or under any similar recording or notice statute,
except for the following:

                      (i)  Permitted Encumbrances;

                      (ii)  Liens granted pursuant to the Security
              Documents;


                                       38

<PAGE>

                      (iii)  Liens securing Capital Leases permitted
              under Section 6.7;

                      (iv)  Liens existing on the date hereof and
              disclosed on Schedule 6.2; and

                      (v)       Liens related to the Excluded Assets.

6.3           INVESTMENTS; JOINT VENTURES.  Borrower shall not
directly or indirectly, make or own any Investment in any
Person, including any Joint Venture, except:

                      (i)  Investments in Cash Equivalents;

                      (ii)     as it relates to the Limited Partnership
              Interests; and

                      (iii) Investments contemplated by the Acquisition
              Documents in connection with any Acquisition.

6.4 CONTINGENT OBLIGATIONS. Borrower shall not directly or indirectly, create
or become or remain liable with respect to any Contingent Obligation, except:

                       (i) Contingent Obligations with respect to transactions
              permitted pursuant to Section 6.6 (including, without limitation,
              any escrow deposits made in connection with the Acquisition);

                      (ii)  Other Contingent Obligations existing as of
              the date hereof as set forth in Schedule 6.4; and

                  (iii)         As related to the Excluded Assets.

6.5 RESTRICTED PAYMENTS. Borrower shall not make any Restricted Payment to any
Person; provided, however, so long as no Event of Default shall have occurred
and be continuing, (i) Borrower may from time to time make distributions to
each Member for payment of such Member's federal, state and local income tax
liability in respect of the net income of Borrower in accordance with the
Operating Agreement and (ii) Borrower may distribute to its Members at any time
distributions from, or proceeds related to, the Excluded Assets.

6.6 RESTRICTION ON FUNDAMENTAL CHANGES: ASSET SALES AND ACQUISITIONS. Until
such time Borrower has repaid in full all of the Loans or upon the occurrence
of the Conversion

                                       39

<PAGE>

Event, Borrower shall not alter its corporate, capital or legal structure or
amend or modify in any respect the Operating Agreement or its Articles of
Organization or enter into any transaction of merger or consolidation, or
liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease, sublease, transfer or otherwise dispose
of, in one transaction or a series of transactions, all or any part of its
business, property or fixed assets, whether now owned or hereafter acquired
(other than in the ordinary course of business), or acquire by purchase or
otherwise all or substantially all the business, property or fixed assets of,
or Stock or other evidence of beneficial ownership of, any Person or any
division or line of business of any Person or enter into any local management
agreement, local marketing agreement, time brokerage agreement or similar
arrangement with respect to any broadcast properties (including, without
limitation, the Stations) except (i) in connection with any Acquisition and
(ii) Investments permitted pursuant to Section 6.3.

6.7 RESTRICTION ON LEASES. Except as set forth in Schedule 6.7, Borrower shall
not become liable in any way, whether directly or by assignment or as a
guarantor or other surety, for the obligations of the lessee under any
Operating Lease or Capital Lease.

6.8 TRANSACTIONS WITH AFFILIATES. Borrower shall not directly or indirectly,
enter into or permit to exist any transaction (including, without limitation,
the purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate of Borrower on terms that are less favorable to
Borrower than those that might be obtained at the time from Persons who are not
an Affiliate.

6.9 CONDUCT OF BUSINESS. From and after the date hereof, Borrower shall not
engage in any business other than (i) the business engaged in by Borrower on
the date hereof, (ii) owning and operating the Benchmark Stations and holding
of the FCC Licenses for the Benchmark Stations, (iii) performing under the Rich
LMA, and (iv) any other activities agreed to by the parties hereto.

6.10 AMENDMENTS OR WAIVERS OF RELATED DOCUMENTS. Borrower shall not agree to
any amendment to, or waive any of its rights under, any of the Related
Documents, including without limitation, without obtaining the written consent
of Lender to such amendment or waiver.



                                                    40

<PAGE>




6.11 ERISA. Neither Borrower nor any ERISA Affiliate shall, without Lender's
prior written consent, acquire any new ERISA Affiliate that maintains or has an
obligation to contribute to a Pension Plan that has either an "accumulated
funding deficiency," as defined in Section 302 of ERISA, or any "unfunded
vested benefits," as defined in Section 4006(a)(3)(E)(iii) of ERISA in the case
of any Pension Plan other than a Multiemployer Plan and in Section 4211 of
ERISA in the case of a Multiemployer Plan. Additionally, neither Borrower nor
any ERISA Affiliate shall (a) terminate any Title IV Plan where such
termination could reasonably be anticipated to result in liability to Borrower,
(b) permit any accumulated funding deficiency, as defined in Section 302(a)(2)
of ERISA, to be incurred with respect to any Pension Plan, (c) fail to make any
contributions or fail to pay any amounts due and owing as required by the terms
of any Plan before such contributions or amounts become delinquent, (d) make a
complete or partial withdrawal (within the meaning of Section 4201 of ERISA)
from any Multiemployer Plan; (e) fail to provide Lender with copies of any Plan
documents or governmental reports or filings, if reasonably requested by
Lender, (f) fail to make any contribution or pay any amount due as required by
Internal Revenue Code Section 412 or Section 302 of ERISA, (g) allow any ERISA
Event or event described in Section 4062(e) of ERISA to occur with respect to
any Title IV Plan, or (h) with respect to all Retiree Welfare Plans, allow the
present value of future anticipated expenses to exceed $100,000 or fail to
provide copies of such projections to Lender.

6.12 HAZARDOUS MATERIALS. Except as set forth in Schedule 4.18, Borrower shall
not, and shall not permit any Person within its control (a) to cause a Release
of Hazardous Material on, under, in or about any Facility, (b) to use, store,
generate, treat or dispose of Hazardous Materials, except in compliance with
the Environmental Laws, or (c) to transport any Hazardous Materials to or from
any Facility, except in compliance with the Environmental Laws.

6.13 SALE-LEASEBACKS.  Borrower shall not engage in any sale-leaseback or
similar transaction involving any of its property or assets.

6.14 FISCAL YEAR.  Borrower shall not shall change its Fiscal Year end from
December 31 without the consent of Lender.


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<PAGE>
                                   SECTION 7.
                               EVENTS OF DEFAULT

7.1  EVENTS OF DEFAULT.  The occurrence of any one or more of the following
events (regardless of the reason therefor) shall constitute an "EVENT OF
DEFAULT" hereunder:

              a. Borrower shall fail to make any payment in respect of any
Obligations hereunder or under any of the other Loan Documents when due and
payable or declared due and payable in accordance with the terms hereof or of
the other Loan Documents;

              b. Borrower shall fail or neglect to perform, keep or observe
any of the provisions of Section 2, Section 5 or Section 6 which is likely to
result in a Material Adverse Effect;

              c. Any representation or warranty herein or in any Loan Document
or in any written statement pursuant thereto or hereto, made by any Person
(other than Lender) any report, financial statement or certificate made or
delivered to Lender by Borrower shall be untrue or incorrect in any material
respect as of the date when made;

              d. A case or proceeding shall have been commenced against
Borrower or any Member, as the case may be, in a court having competent
jurisdiction seeking a decree or order (i) under the Bankruptcy Code, or any
other applicable federal, state or foreign bankruptcy or other similar law,
(ii) appointing a custodian, receiver, liquidator, assignee, trustee or
sequestrator (or similar official) of Borrower or Member or of any substantial
part of its properties, or (iii) ordering the winding up, dissolution or
liquidation of the affairs of Borrower or such Member and such case or
proceeding shall remain undismissed or unstayed for sixty (60) consecutive days
or such court shall enter a decree or order granting the relief sought in such
case or proceeding;

              e. Borrower or any Member (i) shall file a petition seeking
relief under the Bankruptcy Code, or an application seeking dissolution of
Borrower under any applicable federal, state or foreign bankruptcy or other
similar law, (ii) shall consent to the institution of proceedings thereunder or
to the filing of any such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee or
sequestrator (or similar official) of Borrower or any Member or of any



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<PAGE>

substantial part of Borrower's or such Member's properties, (iii) shall fail
generally to pay its debts as such debts become due, or (iv) shall take any
corporate action in furtherance of any such action;

              f. Any material provision of any Loan Document shall for any
reason cease to be valid, binding and enforceable in accordance with its terms
or Borrower shall so state in writing, or any Lien created under any Collateral
Document shall cease to be a valid and perfected Lien having the first priority
security interest in any of the Collateral purported to be covered thereby,
provided such events are not caused by Lender's acts or omission;

              g.      There shall occur a Change of Control (other than
pursuant to the Master Agreement);

              h.      Any FCC License (other than non-material auxiliary
service licenses) relating to a Station shall be canceled,
revoked, materially and adversely modified, terminated or
finally denied renewal for any reason;

              i. (i) Borrower shall not receive (A) the Rich Acquisition FCC
Consent before the Terminal Date, or Borrower shall fail to comply with the
Rich Acquisition FCC Consent, or the Rich Acquisition FCC Consent shall be
rescinded, shall no longer be in full force and effect, or the effectiveness
thereof shall have been stayed by judicial proceedings, or the Rich Acquisition
FCC Consent shall not have become a Final Order before the Terminal Date, or
(B) any other required consents to the consummation of the Rich Acquisition
before the Terminal Date, including any required consent of the FTC (which may
be evidenced by the expiration of any premerger notification waiting period),
(ii) Lender shall not receive the Conversion Consent before the Terminal Date,
or (iii) the Rich Acquisition shall not be completed before the Terminal Date.

              j. Any breach or default (other than immaterial breaches or
defaults) by any party to the Purchase and Sale Agreement (as defined in the
Master Agreement) shall have occurred.

7.2 REMEDIES. Upon the occurrence of any Event of Default described in Section
7.1(d) or (e), the unpaid principal amount of the Loan and all other
Obligations shall automatically become immediately due and payable, without
presentment, demand, protest or other requirements of any



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<PAGE>



kind, all of which are hereby expressly waived by Borrower. Upon the occurrence
and during the continuation of any other Event of Default, Lender may, at its
option, by written notice to Borrower, declare all or any portion of the
amounts described in the preceding sentence to be, and the same shall forthwith
become, immediately due and payable. Additionally, upon the occurrence of an
Event of Default, Lender shall have all the rights and remedies granted to it
under any Loan Document or under applicable law, including (subject to
applicable FCC requirements, if any) all remedies of a secured party under the
Uniform Commercial Code in any applicable jurisdiction. Notwithstanding the
rights of Lender as set forth herein, Lender agrees that it shall not exercise
its right to foreclose on any assets of Borrower until the Terminal Date other
than in the event where Borrower shall have willfully and knowingly breached or
caused an Event of Default under Section 7.1(b) or 7.1(c) or shall have
intentionally and in bad faith attempted to prevent the consummation of any of
the transactions contemplated in this Agreement.

7.3 EVOLUTION OF REMEDIES AND STANDARDS. The parties contemplate that Borrower
may enter into the Rich LMA. Upon Borrower entering into the Rich LMA, Lender
agrees that the standard for a Material Adverse Effect shall be related to all
of the Stations as a whole.

                                   SECTION 8.
                               CONVERSION OF NOTE

8.1 CONVERSION. Simultaneously with the occurrence of the Conversion Event (the
"CONVERSION DATE"), all Loan amounts, other than the Excluded Loan Amounts,
outstanding hereunder (together with the contribution of the radio station
assets under the SFX Contribution Agreement) shall automatically convert into
Membership Interests in Borrower representing 96% of the Percentage Interest
(as defined in the Amended and Restated Operating Agreement) in Borrower. Any
Excluded Loan Amounts outstanding on the Conversion Date shall remain as an
intercompany loan on the books of Borrower after the Conversion Date with
commercially reasonably terms of repayment. Notwithstanding anything in this
Agreement to the contrary, no such conversion into Membership Interests shall
occur unless and until the Conversion Consent shall (i) have been obtained and
(ii) be in full force and effect at the time of such conversion.



                                       44

<PAGE>

8.2 CONVERSION DATE PROCEDURES. On the Conversion Date, Lender will surrender
the Note to Borrower and furnish appropriate endorsements or transfer documents
as required by Borrower; provided, in the event there shall be any Excluded
Loan Amounts outstanding on the Conversion Date, Borrower shall execute a new
promissory note in favor of Lender in such principal amount equal to the
Excluded Loan Amounts which note shall bear interest at Prime plus 1% and which
principal shall be amortized on commercially reasonable terms. On the
Conversion Date, Borrower shall issue in Lender's name that percentage of
Membership Interest as may be determined in accordance with the Amended and
Restated Operating Agreement substantially in the form of Exhibit F hereto and,
if such Membership Interests are certificated, deliver to Lender such
certificates evidencing the Membership Interests. Additionally, on the
Conversion Date, Borrower and Lender shall, and Borrower shall cause its
Members to, execute such Amended and Restated Operating Agreement.

8.3 TAXES ON CONVERSION. On the Conversion Date, Borrower shall pay any
documentary, stamp or similar issue or transfer tax due on the issue on its
Membership Interests to Lender upon the conversion.

8.4 TERMINATION OF LOAN DOCUMENTS. Upon the completion of all matters set forth
in Sections 8.2 and 8.3 above, this Agreement and the other Loan Documents and
all of Borrower's obligations hereunder and thereunder (other than those
obligations which expressly survive the termination of this Agreement), shall
terminate, and Lender shall take such actions, at Borrower's expense, that are
reasonably necessary to release Lender's Liens on and security interest in, the
Collateral.

8.5 TERMINATION OF CONVERSION RIGHT. On and after the Terminal Date: (i) Lender
shall have no further right to convert the Note to any equity interest in
Borrower and (ii) Lender agrees to cooperate in good faith with Borrower until
the Maturity Date in Borrower's solicitation of debt or equity to fund the
transactions contemplated in the Acquisition Documents and the extinguishment
of the Note.





                                       45

<PAGE>

                                   SECTION 9.
                                 MISCELLANEOUS

9.1 EXPENSES. Subject to Section 3(a) of the Master Agreement, Borrower agrees
to pay promptly all the reasonable costs and expenses of Lender (including the
reasonable fees, expenses and disbursements of counsel to Lender) in connection
with the negotiation, preparation, execution and administration of the Loan
Documents and the Loan and any consents, amendments, waivers or other
modifications hereto or thereto and any other documents or matters requested by
Borrower; provided, that any and all costs and expenses must be reasonable and
Lender has loaned the amounts necessary to fund these costs and expenses under
the Note. Borrower agrees to pay promptly, after the occurrence of an Event of
Default, all reasonable costs and expenses, including attorneys' fees
(including allocated costs of internal counsel) and reasonable costs of
settlement, incurred by Lender in enforcing any Obligations of or in collecting
any payments due from Borrower hereunder or under the other Loan Documents by
reason of such Event of Default or in connection with any refinancing or
restructuring of the credit arrangements provided under this Agreement in the
nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings;
provided, all such amounts shall become part of the Note and will be due and
payable in accordance with Sections 2.2 and 2.3.

9.2 AMENDMENTS AND WAIVERS. No amendment, modification, termination or waiver
of any provision of this Agreement or of the Note, or consent to any departure
by Borrower therefrom, shall in any event be effective without the written
concurrence of Lender.

9.3 INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or would otherwise be within the limitations of, another covenant shall not
avoid the occurrence of an Event of Default or Default if such action is taken
or condition exists.

9.4 NOTICES. Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and
may be personally served, telexed or sent by telefacsimile or United States
mail or courier service and shall be deemed to



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<PAGE>



have been given when delivered in person or by courier service, upon receipt of
telefacsimile or telex if received by 5 p.m. (local time) on a Business Day (or
if not received by such time on a Business Day, the telefacsimile or telex
shall be deemed received on the next Business Day), or three Business Days
after depositing it in the United States mail with postage prepaid and properly
addressed; provided that notices to Lender shall not be effective until
received. For the purposes hereof, the address of each party hereto shall be as
set forth below (or shall be such other address as may be designated by such
Person in a written notice delivered to the other party hereto):

              If to Borrower:      ABS Communications, L.L.C.
                                   300 Arboretum Place
                                   Suite 590
                                   Richmond, VA 23236
                                   Attn: Kenneth A. Brown

              If to Lender:        SFX Broadcasting, Inc.
                                   150 East 58th Street
                                   New York, New York 10155
                                   Attention: Howard Tytel

9.5 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

              a. All representations, warranties and agreements
made herein shall survive the execution and delivery of this
Agreement and the making of the Loan hereunder.

              b. Notwithstanding anything in this Agreement or implied by law
to the contrary, the agreements of Borrower set forth in Sections 2.5, 5.9 and
9.1 shall survive the payment of the Loans and the termination of this
Agreement.

9.6 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay
on the part of Lender in the exercise of any power, right or privilege
hereunder or under any other Loan Document shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other power,
right or privilege. All rights and remedies existing under this Agreement and
the other Loan Documents are cumulative to, and not exclusive of, any rights or
remedies otherwise available.


                                       47
<PAGE>

9.7 MARSHALLING; PAYMENTS SET ASIDE. Lender shall not be under any obligation
to marshal any assets in favor of Borrower or any other party or against or in
payment of any or all of the Obligations. To the extent that Borrower makes a
payment or payments to Lender or Lender shall enforce any security interests or
exercise any right of setoff, and such payment or payments or the proceeds of
such enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, any
other state or federal law, common law or any equitable cause, then, to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor or related thereto,
shall be revived and continued in full force and effect as if such payment or
payments had not been made or such enforcement or setoff had not occurred.

9.8 SEVERABILITY. In case any provision in or obligation under this Agreement
or the Note shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.

9.9 HEADINGS. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose or be given any substantive effect.

9.10 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
COMMONWEALTH OF VIRGINIA, WITHOUT REGARD TO CONFLICTS OR CHOICE OF LAWS
PRINCIPLES THEREOF.

9.11 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lender. Neither
Borrower's rights nor obligations hereunder nor any interest therein may be
assigned or delegated by Borrower without the prior written consent of Lender.

9.12 CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  ALL JUDICIAL PROCEEDINGS
BROUGHT AGAINST Borrower ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR

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<PAGE>



ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE COMMONWEALTH OF VIRGINIA, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT Borrower ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION. Borrower hereby agrees
that service of all process in any such proceeding in any such court may be
made by registered or certified mail, return receipt requested, to Borrower at
its address provided in Section 9.4, such service being hereby acknowledged by
Borrower to be sufficient for personal jurisdiction in any action against
Borrower in any such court and to be otherwise effective and binding service in
every respect. Nothing herein shall affect the right to serve process in any
other manner permitted by law or shall limit the right of Lender to bring
proceedings against Borrower in the courts of any other jurisdiction.

9.13 WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES
TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION
OR LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be
filed in any court and that relate to the subject matter of this transaction,
including without limitation contract claims, tort claims, breach of duty
claims and all other common law and statutory claims. Each party hereto
acknowledges that this waiver is a material inducement to enter into a business
relationship, that each has already relied on this waiver in entering into this
Agreement, and that each will continue to rely on this waiver in their related
future dealings. Each party hereto further warrants and represents that it has
reviewed this waiver with its legal counsel and that it knowingly and
voluntarily waives its jury trial rights following consultation with legal
counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOAN
MADE HEREUNDER. In the event of



                                       49

<PAGE>



litigation, this Agreement may be filed as a written consent to a trial by the
court.

9.14 COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument.
This Agreement shall become effective upon the execution of a counterpart
hereof by each of the parties hereto and receipt by Borrower and Lender of
written or telephonic notification of such execution and authorization of
delivery thereof.



                                       50

<PAGE>



              IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered by their respective officers hereunto duly
authorized as of the date first written above.

BORROWER:                             ABS COMMUNICATIONS, L.L.C.


                                      By: /s/ Ken A. Brown
                                         ----------------------------------
                                         Name:  Ken A. Brown
                                         Title:


LENDER:                               SFX BROADCASTING, INC.


                                      By: /s/ Howard J. Tytel
                                         ----------------------------------
                                          Name:  Howard J. Tytel
                                          Title: Executive Vice President




                                       51