<PAGE>   1
                                                                    Exhibit 10.9
================================================================================

                                     364-DAY

                                CREDIT AGREEMENT

                                   dated as of

                                  June 30, 2000

                                      among

                                COX RADIO, INC.,

                          THE BANKS REFERRED TO HEREIN,

                            THE CHASE MANHATTAN BANK,
                            as Administrative Agent,

                             BANK OF AMERICA, N.A.,
                             as Syndications Agent,

                                       and

                                 CITIBANK, N.A.,
                             as Documentation Agent

================================================================================
                                                             [CSM Ref. 6700-510]

<PAGE>   2

                                 COX RADIO, INC.

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
                                   ARTICLE I

SECTION 1.01.  Definitions ...........................................         1
SECTION 1.02.  Terms Generally .......................................        18

                                   ARTICLE II

                                   The Loans

SECTION 2.01.  The Revolving Loans ...................................        18
SECTION 2.02.  Setoff, Counterclaims and Taxes .......................        31
SECTION 2.03.  Withholding Tax Exemption .............................        32
SECTION 2.04.  Obligations Several, Not Joint ........................        32
SECTION 2.05.  Evidence of Debt ......................................        32
SECTION 2.06.  Discretionary Loans ...................................        33
SECTION 2.07.  Swingline Loans .......................................        34

                                  ARTICLE III

                  Optional and Required Prepayments; Interest
                          Payment Date; Other Payments

 SECTION 3.01.  Optional Prepayments .................................        37
 SECTION 3.02.  Required Prepayments .................................        38
 SECTION 3.03.  Interest Payment Date ................................        41
 SECTION 3.04.  Place, Etc. of Payments and Prepayments ..............        41

                                   ARTICLE IV

                         Fees; Reduction of Commitments

 SECTION 4.01.  Administration Fee ...................................        42
 SECTION 4.02.  Commitment Fees ......................................        42
 SECTION 4.03.  Utilization Fees .....................................        42
 SECTION 4.04.  Reduction or Termination of Commitments ..............        43

                                   ARTICLE V

                Application of Proceeds ..............................        43
</TABLE>

<PAGE>   3

                                                                               2

<TABLE>
<S>                                                                           <C>
                                   ARTICLE VI

                         Representations and Warranties

SECTION 6.01.  Organization; Qualification;
                 Subsidiaries ........................................        44
SECTION 6.02.  Financial Statements ..................................        44
SECTION 6.03.  Actions Pending .......................................        44
SECTION 6.04.  Default ...............................................        45
SECTION 6.05.  Title to Assets; Licenses; Intellectual
                 Property ............................................        45
SECTION 6.06.  Payment of Taxes ......................................        45
SECTION 6.07.  Conflicting or Adverse Agreements or
                 Restrictions ........................................        46
SECTION 6.08.  Purpose of Loans ......................................        46
SECTION 6.09.  Authority; Validity ...................................        46
SECTION 6.10.  Consents or Approvals .................................        47
SECTION 6.11.  Compliance with Law ...................................        47
SECTION 6.12.  ERISA .................................................        47
SECTION 6.13.  Investment Company Act ................................        47
SECTION 6.14.  Disclosure ............................................        48
SECTION 6.15.  Insurance .............................................        48
SECTION 6.16.  Environmental and Safety Matters ......................        48

                                  ARTICLE VII

                                   Conditions

SECTION 7.01.  Conditions Precedent to Closing .......................        49
SECTION 7.02.  Conditions Precedent to Each Borrowing ................        51

                                  ARTICLE VIII

                              Affirmative Consents

SECTION 8.01.  Certain Financial Covenants ...........................        52
SECTION 8.02.  Financial Statements and Information ..................        53
SECTION 8.03.  Existence; Laws; Obligations ..........................        55
SECTION 8.04.  Notice of Litigation and Other Matters ................        55
SECTION 8.05.  Books and Records .....................................        56
SECTION 8.06.  Inspection of Property and Records ....................        56
SECTION 8.07.  Maintenance of Property, Insurance ....................        56
SECTION 8.08.  ERISA .................................................        56
SECTION 8.09.  Maintenance of Business Lines .........................        57
</TABLE>

<PAGE>   4

                                                                               3

<TABLE>
<S>                                                                           <C>
SECTION 8.10.  Restricted/Unrestricted Designation of
                 Subsidiaries ........................................        57
SECTION 8.11.  Compliance with Material FCC Licenses .................        58

                                     ARTICLE IX

                                 Negative Covenants

SECTION 9.01.  Mortgages, Etc.........................................        58
SECTION 9.02.  Merger; Consolidation; Disposition of
                 Assets ..............................................        60
SECTION 9.03.  Restricted Payments ...................................        60
SECTION 9.04.  Limitation on Margin Stock ............................        60
SECTION 9.05.  Transactions with Affiliates ..........................        61
SECTION 9.06.  Loans and Advances to and Investments in
                 Unrestricted Subsidiaries ...........................        61
SECTION 9.07.  Debt ..................................................        62

                                      ARTICLE X

                                  Events of Default

SECTION 10.01.  Failure To Pay Principal or Interest .................        63
SECTION 10.02.  Failure To Pay Other Sums ............................        63
SECTION 10.03.  Failure To Pay Other Debt ............................        63
SECTION 10.04.  Misrepresentation or Breach of
                  Warranty ...........................................        64
SECTION 10.05.  Violation of Certain Covenants .......................        64
SECTION 10.06.  Violation of Other Covenants, Etc.....................        64
SECTION 10.07.  Undischarged Judgment ................................        64
SECTION 10.08.  ERISA ................................................        64
SECTION 10.09.  Change of Control ....................................        65
SECTION 10.10.  Assignment for Benefit of Creditors
                  or Nonpayment of Debts .............................        65
SECTION 10.11.  Voluntary Bankruptcy .................................        65
SECTION 10.12.  Involuntary Bankruptcy ...............................        65
SECTION 10.13.  Dissolution ..........................................        65

                                      ARTICLE XI

           Modifications, Amendments or Waivers ......................        66
</TABLE>

<PAGE>   5

                                                                               4

<TABLE>
<S>                                                                           <C>

                                  ARTICLE XII

                            The Administrative Agent

SECTION 12.01.  Appointment of Administrative Agent ..................        67
SECTION 12.02.  Indemnification of Administrative
                  Agent ..............................................        67
SECTION 12.03.  Limitation of Liability ..............................        68
SECTION 12.04.  Independent Credit Decision ..........................        68
SECTION 12.05.  Rights of Chase ......................................        69
SECTION 12.06.  Successor to the Administrative Agent ................        69

                                  ARTICLE XIII

                                 Miscellaneous

SECTION 13.01.  Payment of Expenses ..................................        70
SECTION 13.02.  Notices ..............................................        71
SECTION 13.03.  Setoff ...............................................        71
SECTION 13.04.  Indemnity and Judgments ..............................        72
SECTION 13.05.  Interest .............................................        73
SECTION 13.06.  Governing Law; Submission to
                  Jurisdiction; Venue ................................        74
SECTION 13.07.  Survival of Representations and
                  Warranties; Binding Effect;
                  Assignment .........................................        75
SECTION 13.08.  Counterparts .........................................        79
SECTION 13.09.  Severability .........................................        79
SECTION 13.10.  Descriptive Headings .................................        80
SECTION 13.11.  Representation of the Banks ..........................        80
SECTION 13.12.  Final Agreement of the Parties .......................        80
SECTION 13.13.  Waiver of Jury Trial .................................        80
</TABLE>

                  LIST OF EXHIBITS

 Exhibit 2.01(a)         -        Banks and Commitments
 Exhibit 2.01(g)(iv)     -        Eurocurrency Liabilities
                                       (Regulation D)
 Exhibit 2.07            -        Swingline Lenders and
                                       Commitments
 Exhibit 6.01            -        List of Subsidiaries
 Exhibit 6.03            -        List of Actions Pending
 Exhibit 7.01(b)         -        Opinion of the Company's
                                     Counsel

<PAGE>   6

                                                                               5


Exhibit 7.01(c)          -        Officer's Certificate
Exhibit 9.01(d)          -        List of Liens and Security
                                       Interests
Exhibit 9.07(a)          -        Subsidiary Debt
Exhibit 13.02            -        Addresses for Notices
Exhibit 13.07(c)         -        Assignment and Acceptance

<PAGE>   7


                                    364-DAY CREDIT AGREEMENT dated as of

                           June 30, 2000 (this "Agreement"), among COX RADIO,
                           INC., a Delaware corporation (the "Company"), the
                           BANKS referred to herein, THE CHASE MANHATTAN BANK
                           ("Chase"), as administrative agent (the
                           "Administrative Agent"), BANK OF AMERICA, N.A., as
                           syndications agent, and CITIBANK, N.A., as
                           documentation agent.

                  WHEREAS the Company, an indirect majority-owned subsidiary of
Cox Enterprises (such term and each other capitalized term used in this
Agreement having the meaning set forth in Article I hereof) has previously
entered into the Five-Year Credit Agreement dated as of March 7, 1997 (the
"Existing Facility"), among the Company, the banks party thereto, Texas Commerce
Bank National Association, as Administrative Agent, Nationsbank of Texas, N.A.,
as Syndications Agent, and Citibank, N.A., as Documentation Agent.

                  WHEREAS the Company desires, and the Banks, the Administrative
Agent and the Documentation Agent have agreed, to replace the Existing Facility
with this Agreement and the Facility B Credit Agreement (as defined below).

                  WHEREAS the proceeds of the borrowings hereunder will be used
for general corporate purposes (including acquisitions) and to repay any amounts
outstanding under the Existing Facility.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties hereto agree as
follows:

                                    ARTICLE I

                                   Definitions

                  Section 1.01. Definitions. As used in this Agreement, the
following words and terms shall have the respective meanings indicated opposite
each of them and all accounting terms shall be construed in accordance with GAAP
consistent with those followed in the preparation of the

<PAGE>   8

                                                                               2

financial statements referred to in Section 6.02, unless otherwise indicated:

                  "Administrative Agent" shall have the meaning set forth in the
introductory paragraph of this Agreement.

                  "Affiliate" shall mean, when used with respect to a specified
Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the
Person specified.

                  "Agent's Fee Letter" shall mean the fee letter dated as of
June 22, 2000, between Chase Securities Inc. ("CSI") and the Company.

                  "Aggregate Commitments" shall have the meaning set forth in
Section 4.03.

                  "Agreement" shall mean this 364-Day Credit Agreement.

                  "Alternate Base Rate" shall mean, for any day, a rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
greater of (a) the Floating Rate in effect on such day; or (b) the Federal Funds
Borrowing Rate in effect for such day plus 1/2 of 1%. For purposes of this
Agreement, any change in the Alternate Base Rate due to a change in the Federal
Funds Borrowing Rate shall be effective on the effective date of such change in
the Federal Funds Borrowing Rate. If for any reason the Administrative Agent
shall have determined (which determination shall be conclusive, absent
demonstrable error) that it is unable to ascertain, after reasonable efforts,
the Federal Funds Borrowing Rate, the Alternate Base Rate shall be the Floating
Rate until the circumstances giving rise to such inability no longer exist.

                  "Alternate Base Rate Loans" shall mean the loans described in
Section 2.01(d)(i) which bear interest at a rate based on the Alternate Base
Rate and the Swingline Loans.

                  "Applicable Percentage" shall mean, with respect to any Bank
at any time, the percentage of the Total Commitment represented by such Bank's
Commitment at such time.

<PAGE>   9

                                                                               3

                  "Assignment and Acceptance" shall have the meaning specified
in Section 13.07(c) hereof.

                  "Attributable Amount" shall mean, in connection with any
designation of a Restricted Subsidiary as an Unrestricted Subsidiary or of an
Unrestricted Subsidiary as a Restricted Subsidiary pursuant to Section 8.10, the
amount of EBITDA for the most recent four consecutive fiscal quarter period for
which financial statements have been delivered in accordance with Section 8.02,
determined at the time of such designation, which was attributable to such
Subsidiary.

                  "Bank Affiliate" shall mean, (a) with respect to any Bank, (i)
an Affiliate of such Bank or (ii) any entity (whether a corporation,
partnership, trust or otherwise) that is engaged in making, purchasing, holding
or otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business and is administered or managed by a Bank or an
Affiliate of such Bank and (b) with respect to any Bank that is a fund which
invests in bank loans and similar extensions of credit, any other fund that
invests in bank loans and similar extensions of credit and is managed by the
same investment advisor as such Bank or by an Affiliate of such investment
advisor.

                  "Banks" shall mean the Persons listed on Exhibit 2.01(a), each
such Bank's respective successors (which successors shall include any entity
resulting from a merger or consolidation) and any other Person that shall have
become a party hereto pursuant to an Assignment and Acceptance, other than any
such Person that ceases to be a party hereto pursuant to an Assignment and
Acceptance. Unless the context otherwise requires, the term "Banks" includes the
Swingline Lenders.

                  "Borrowing Date" shall mean a date upon which a Borrowing is,
or is to be made, under Section 2.01(a).

                  "Borrowings" shall mean Borrowings by the Company under (a)
Section 2.01(a) consisting of simultaneous Revolving Loans from the Banks or (b)
Section 2.07 consisting of Swingline Loans.

                  "Business Day" shall mean a day when the Reference Banks and
the Administrative Agent are open for business; provided that in connection with
Eurodollar Loans, it shall mean a day when the Reference Banks and the

<PAGE>   10

                                                                               4


Administrative Agent are open for business and banks are authorized to be open
for business in London and New York.

                  "Capital Stock" of any Person shall mean any and all shares,
interests, share capital, rights to subscribe for or purchase, warrants,
options, participations or other equivalents of or interests or membership
interests in (however designated) equity of such Person, including any Preferred
Stock, any limited or general partnership interest and any limited liability
company membership interest (but excluding any debt securities convertible into
such equity), and any rights to subscribe for or purchase any thereof.

                  "Cash Flow Producing Assets" shall mean (a) assets other than
(i) cash equivalents and other investments purchased in the ordinary course of
the Company's cash management activities, (ii) office buildings and office
equipment and supplies and (iii) other assets not comprising radio broadcast
stations or portions thereof or not directly employed in the cash flow-producing
activities of the Company and the Restricted Subsidiaries and (b) any Capital
Stock of a Restricted Subsidiary substantially all the assets of which
constitute assets described in clause (a) above.

                  "CD Rate" for any Interest Period shall mean, for each CD Rate
Loan comprising all or part of the relevant Borrowing, an interest rate per
annum determined by the Administrative Agent to be equal to the sum of:

                  (a) the rate per annum obtained by dividing (i) the per annum
         rate of interest determined by the Administrative Agent to be the
         average (rounded upward to the nearest whole multiple of 0.01%, if such
         average is not such a multiple) of the bid rate determined
         independently by each Reference Bank at 9:00 a.m. (New York, New York
         time), or as soon thereafter as is practicable, on the first day of
         such Interest Period, of a certificate of deposit dealer of recognized
         standing selected by each Reference Bank for the purchase at face value
         of its certificates of deposit in an amount approximately equal or
         comparable to the aggregate principal amount of such CD Rate Loans,
         with a maturity equal to such Interest Period, by (ii) the result
         obtained by subtracting from 100% all reserve (including any imposed by
         the Board of Governors of the Federal Reserve System), special deposit
         or similar requirements (expressed as a rate

<PAGE>   11

                                                                               5


         per annum) applicable (or scheduled at the time of determination to
         become applicable during such Interest Period) to such certificates of
         deposit, plus

                  (b) the weighted average of annual assessment rates,
         determined by the Administrative Agent to be in effect on the first day
         of such Interest Period, used to determine the then current annual
         assessment payable by the Reference Banks to the Federal Deposit
         Insurance Corporation for such Corporation's insuring Dollar deposits
         of such Reference Banks in the United States.

                  The Administrative Agent shall deliver to the Company a
certificate setting forth in reasonable detail the calculation of the CD Rate
with each determination of the CD Rate.

                  "CD Rate Loans" shall mean the loans described in Section
2.01(d)(iii) which bear interest at a rate based on the CD Rate.

                  A "Change of Control" shall be deemed to have occurred if (a)
the Cox Family and Cox Enterprises shall cease at any time to own directly or
indirectly Capital Stock of the Company carrying at least 50.1% of the voting
power of all the outstanding voting stock of the Company, (b) any Person or
group of Persons other than the Cox Family, Cox Enterprises and Persons
Controlled by them shall have the right or ability, directly or indirectly, to
cause the election of a majority of the directors of the Company, (c) the Cox
Family shall cease at any time to own directly or indirectly at least 50.1% of
the outstanding voting stock of Cox Enterprises, or (d) any Person or group of
Persons other than the Cox Family shall have the right or ability, directly or
indirectly, to cause the election of a majority of the directors of Cox
Enterprises.

                  "Chase" shall have the meaning set forth in the introductory
paragraph of this Agreement.

                  "Closing Date" shall mean the date of this Agreement.

                  "Commitment" shall mean as to any Bank the aggregate amount of
such Bank's commitment to make Loans as set forth beside such Bank's name on
Exhibit 2.01(a) attached hereto or in any Assignment and Acceptance executed
pursuant to Section 13.07(c), as such amount

<PAGE>   12

                                                                               6

(a) may be reduced from time to time pursuant to the terms of this Agreement or
pursuant to an Assignment and Acceptance or (b) may be increased from time to
time pursuant to an Assignment and Acceptance.

                  "Commitment Fees" shall have the meaning set forth in Section
4.02.

                  "Commitment Fee Rate" shall have the meaning set forth under
the definition of "Margin Percentage".

                  "Commitment Letter" shall have the meaning assigned to such
term in Section 13.04.

                  "Company" shall have the meaning set forth in the introductory
paragraph of this Agreement.

                  "Control" shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Counsel for the Company" shall mean Dow, Lohnes & Albertson,
PLLC.

                  "Cox Enterprises" shall mean Cox Enterprises, Inc., a Delaware
corporation.

                  "Cox Family" shall mean those certain trusts commonly referred
to as the Dayton-Cox Trust A, the Barbara Cox Anthony Atlanta Trust, the Anne
Cox Chambers Atlanta Trust, the Estate of James M. Cox, Jr., Barbara Cox
Anthony, Garner Anthony, Anne Cox Chambers, and the estates, executors and
administrators, and children of the above-named individuals, and any
corporation, partnership, limited liability company, trust or other entity in
which the above-named trusts or individuals in the aggregate have a beneficial
interest of greater than 50%.

                  "CSI" shall have the meaning set forth in the definition of
"Agent's Fee Letter" under this Agreement.

                  "Debt" shall mean with respect to any Person and without
duplication (a) indebtedness for borrowed money or for the deferred purchase
price of Property or services in respect of which such Person is liable,
contingently or otherwise, as obligor, guarantor or otherwise, or in

<PAGE>   13

                                                                               7

respect of which such Person directly or indirectly assures a creditor against
loss, (b) the capitalized portions of obligations under leases which shall have
been or should have been, in accordance with GAAP, recorded as capital leases,
(c) all obligations of such Person evidenced by bonds, debentures, notes or
similar instruments and (d) all guarantees by such Person of the Debt of others.

                  "Default Rate" shall mean a rate per annum (for the actual
number of days elapsed, based on a year of 365 or 366 days, as the case may be)
which shall be equal to the lesser of (a) the Alternate Base Rate plus 1% or (b)
the Highest Lawful Rate.

                  "Depositary" shall have the meaning assigned to such term in
Section 13.03.

                  "Discretionary Borrowings" shall mean borrowings by the
Company under Section 2.06 consisting of Discretionary Loans.

                  "Discretionary Loans" shall mean loans made by a Bank pursuant
to Section 2.06.

                  "Dollars" and "$" shall mean lawful currency of the United
States of America.

                  "EBITDA" shall mean, with respect to any period, the net
income of the Company and its Subsidiaries on a consolidated basis for such
period plus, to the extent deducted in computing such consolidated net income,
without duplication, the sum of (a) income tax expense, (b) interest expense,
(c) depreciation and amortization expense, (d) any extraordinary or
non-recurring losses, (e) management fees paid to Cox Enterprises, (f) closing
costs and other non-recurring costs incurred in connection with this Agreement,
the Facility B Credit Agreement and any other acquisition, disposition or
financing, and (g) other noncash items reducing such consolidated net income,
minus, to the extent added in computing such consolidated net income, without
duplication, the sum of (i) interest income, (ii) any extraordinary or
non-recurring gains and (iii) other noncash items increasing such consolidated
net income, determined on a consolidated basis in accordance with GAAP.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974.

<PAGE>   14

                                                                               8

                  "Eurodollar Event" shall have the meaning assigned to such
term in Section 2.01(e).

                  "Eurodollar Loans" shall mean the Loans described in Section
2.01(d)(ii) which bear interest at a rate based on the Eurodollar Rate.

                  "Eurodollar Rate" for any Interest Period shall mean, for each
Eurodollar Loan comprising part of the relevant Borrowing, an interest rate per
annum equal to the per annum rate of interest determined by the Administrative
Agent to be the arithmetical average (rounded upward to the nearest whole
multiple of 0.01%, if such average is not such a multiple) of the rate per annum
at which deposits in Dollars are offered by the Lending Office of each Reference
Bank to a prime bank in the interbank domestic eurodollar market at 10:00 a.m.
(New York, New York time) two Business Days before the first day of such
Interest Period for a period equal to such Interest Period and in an amount
substantially equal to the amount of the relevant Eurodollar Loan of such
Reference Bank during such Interest Period.

                  "Event of Default" shall have the meaning assigned to such
term in Article 10; provided that there has been satisfied any requirement in
connection with such event for the giving of notice, or the lapse of time, or
the happening of any further condition, event or act, and "Default" shall mean
any of such events, whether or not any such requirement has been satisfied.

                  "Existing Facility" shall have the meaning set forth in the
introductory paragraph of this Agreement.

                  "Facility B Credit Agreement" shall mean the Five-Year Credit
Agreement dated as of June 30, 2000, among the Company, certain lenders, Chase,
as administrative agent for such lenders, Bank of America, N.A., as syndication
agent for such lenders, and Citibank, N.A., as documentation agent for such
lenders.

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

                  "Federal Funds Borrowing Rate" shall mean, for any day, a
fluctuating interest rate per annum equal to the weighted average (rounded
upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the

<PAGE>   15

                                                                               9

Federal Reserve System for such day quoted by the Reference Banks to the
Administrative Agent at 12:00 noon (New York, New York time) on such day.

                  "Floating Rate" shall mean, as of a particular date, the prime
rate most recently determined by the Administrative Agent. Without notice to the
Company or any other Person, the Floating Rate shall change automatically from
time to time as and in the amount by which said prime rate shall fluctuate, with
each such change to be effective as of the date of each change in such prime
rate. The Floating Rate is a reference rate and does not necessarily represent
the lowest or best rate actually charged to any customer. The Administrative
Agent may make commercial loans or other loans at rates of interest at, above or
below the Floating Rate.

                  "GAAP" shall mean generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board and
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 in general use by significant segments
of the accounting profession, which are applicable to the circumstances as of
the date of determination; provided that, if the Company notifies the
Administrative Agent that the Company requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Company that the Majority Banks request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith.

                  "Granting Bank" shall have the meaning assigned to such term
in Section 13.07(d).

                  "Highest Lawful Rate" shall mean the maximum nonusurious
interest rate, if any, that at any applicable time may be contracted for, taken,
reserved, charged or received on any Loan or on the other amounts which may be
owing to any Bank pursuant to this Agreement under the laws applicable to such
Bank and this transaction.

<PAGE>   16

                                                                              10

                  "Indemnified Liabilities" shall have the meaning assigned to
such term in Section 13.04.

                  "Index Debt" shall mean senior, unsecured long-term Debt of
the Company that is not guaranteed by any other Person or subject to any other
credit enhancement.

                  "Interest Coverage Ratio" shall mean, at any time, the ratio
of (a) Pro Forma EBITDA plus, to the extent subtracted in computing EBITDA,
interest income to (b) Interest Expense, in each case for any four consecutive
fiscal quarter period.

                  "Interest Expense" shall mean, with respect to any period,
cash interest expense of the Company and its Restricted Subsidiaries on a
consolidated basis for such period determined in accordance with GAAP.

                  "Interest Payment Date" shall mean, with respect to Alternate
Base Rate Loans, each Quarterly Date, with respect to Eurodollar Loans or CD
Rate Loans, the last day of each Interest Period, or with respect to any
Swingline Loan, the day that such Swingline Loan is required to be repaid.

                  "Interest Period" shall mean, with respect to each Eurodollar
Loan and CD Rate Loan made hereunder, the period commencing on the Borrowing
Date of such Loan and

                  (a) in the case of Eurodollar Loans, ending one, two, three or
         six months thereafter; and

                  (b) in the case of CD Rate Loans, ending 30, 60, 90 or 180
         days thereafter;

in each case as the Company may select in the Notice of Borrowing; provided,
however, that (i) no Interest Period for a Loan may be chosen that would extend
beyond the Maturity Date, (ii) whenever the last day of any Interest Period
would otherwise occur on a day other than a Business Day, the last day of such
Interest Period shall be extended to occur on the next succeeding Business Day;
provided that with respect to Eurodollar Loans, any Interest Period that would
otherwise end on a day that is not a Business Day shall be extended to the next
succeeding Business Day only if such Business Day does not fall in another
month, and in the event the next succeeding Business Day falls in another month,
the Interest Period for such Eurodollar Loan shall be accelerated so that such
Interest Period shall end on
<PAGE>   17

                                                                              11

the next preceding Business Day and (iii) any Interest Period that begins on a
day for which there is no numerically corresponding day in the last month of
such Interest Period shall end on the last Business Day of the last month of
such Interest Period. In no event shall there be more than ten Interest Periods
in effect at any one time.

                  "Lending Office" shall mean, with respect to any Bank, its
principal office in the city identified with such Bank in Exhibit 13.02 hereto,
or such other office or branch of such Bank, or Affiliate of such Bank located
in the United States (acting on behalf of such Bank as its "Lending Office"
hereunder), as it shall designate in writing from time to time to the Company,
as the case may be.

                  "Leverage Ratio" shall mean, at any time, the ratio of (a)
Total Debt, as of the last day of the fiscal quarter most recently ended, to (b)
Pro Forma EBITDA, for the four consecutive fiscal quarter period then most
recently ended.

                  "Loans" shall mean Revolving Loans, Discretionary Loans and
Swingline Loans.

                  "Majority Banks" shall mean Banks holding at least 51% of the
aggregate Commitments hereunder.

                  "Mandatory Prepayment Ratio" shall have the meaning set forth
in Section 3.02(b)(i).

                  "Margin Percentage" shall mean at any date that percentage (a)
to be added to the CD Rate or the Eurodollar Rate pursuant to Section
2.01(d)(iii) or Section 2.01(d)(ii) for purposes of determining the per annum
rate of interest applicable from time to time to CD Rate Loans or Eurodollar
Loans and (b) to be used in computing the Commitment Fee Rate pursuant to
Section 4.02, set forth under the appropriate column below opposite the

<PAGE>   18

                                                                              12

Category corresponding to the credit ratings by Moody's or S&P, respectively,
applicable to the Index Debt on such date:

<TABLE>
<CAPTION>
  Category    Ratings    Commitment       Applicable
                        Fee Rate (%)       Margin (%)

<S>         <C>         <C>               <C>
Category 1  >A-/A3         0.09               0.40
            =

Category 2  BBB+/Baa1      0.10               0.50

Category 3  BBB/Baa2       0.125              0.625

Category 4  BBB-/Baa3      0.15               0.75

Category 5  <BB+/Ba1       0.20               1.00
            =
</TABLE>

                  For purposes of the foregoing, (i) if either of Moody's or S&P
shall not have in effect a rating for the Index Debt (other than by reason of
the circumstances referred to in the last sentence of this definition), then
such rating agency shall be deemed to have established a rating in Category 5;
(ii) if the ratings established or deemed to have been established by Moody's
and S&P for the Index Debt shall fall within different Categories, the Margin
Percentage shall be based on the highest of the ratings; and (iii) if the
ratings established or deemed to have been established by Moody's and S&P for
the Index Debt shall be changed (other than as a result of a change in the
rating system of Moody's or S&P), such change shall be effective as of the date
on which it is first announced by the applicable rating agency. Each change in
the Margin Percentage shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective
date of the next such change. If the rating system of Moody's or S&P shall
change, or if any such rating agency shall cease to be in the business of rating
corporate debt obligations, the Company and the Banks shall negotiate in good
faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Margin Percentage shall be determined by reference to
the rating most recently in effect prior to such change or cessation.

                  "Margin Stock" shall mean "margin stock" as that term is
defined in Regulation U of the Board of Governors of the Federal Reserve System.

<PAGE>   19

                                                                              13

                  "Material FCC Licenses" shall have the meaning set forth in
Section 8.04.

                  "Materially Adverse Effect" shall mean (a) a material and
adverse effect on the business, properties, operations or financial condition of
the Company and the Restricted Subsidiaries taken as a whole, (b) a material
impairment of the ability of the Company to perform any of its material
obligations under this Agreement or (c) a material impairment of the rights or
interests of the Banks in connection with this Agreement.

                  "Maturity Date" shall mean the date that is 364 days after the
Closing Date.

                  "Maximum Permissible Rate" shall have the meaning set forth in
Section 13.05.

                  "Moody's" shall mean Moody's Investors Service, Inc.

                  "Net Cash Proceeds" shall mean (a) with respect to a sale,
assignment, transfer or other disposition by the Company or any Restricted
Subsidiaries to any Person other than the Company or any Restricted Subsidiaries
of any Capital Stock or assets owned by such party, the gross cash proceeds to
such party (including cash proceeds, whenever received, of any non-cash
consideration) of such sale, assignment, transfer or other disposition, less the
sum of (i) the reasonable costs associated with such sale, assignment, transfer
or other disposition, including income taxes (as estimated by the Company or any
Restricted Subsidiaries, as the case may be, in good faith after taking into
account any available tax credits or deductions and any tax sharing
arrangements), (ii) payments of the outstanding principal amount of, premium or
penalty, if any, and interest on any Debt required to be, and which in fact is,
prepaid under the terms thereof as a result of such disposition, and payments
required to be made to the holders of any Debt to obtain the consent of such
holders to such transaction, (iii) appropriate amounts as a reserve, in
accordance with GAAP, against any liabilities directly associated with the
Capital Stock or assets sold and which liabilities are retained by the Company
or any Restricted Subsidiaries after such sale, assignment, transfer or other
disposition, including pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with such sale, assignment, transfer

<PAGE>   20

                                                                              14

or disposition, and (iv) all distributions and other payments required to be
made to minority interest holders in Restricted Subsidiaries or joint ventures
as a result of such transaction, and (b) with respect to any incurrence of Debt,
cash proceeds net of underwriting commissions or placement fees and expenses
directly incurred in connection therewith.

                  "Notice of Borrowing" shall have the meaning set forth in
Section 2.01(b)(i).

                  "Obligations" shall mean the obligations of the Company under
this Agreement with respect to (a) the principal amount of the Loans, (b)
interest on the Loans and (c) all other monetary obligations of the Company
under this Agreement.

                  "Officer's Certificate" shall mean a certificate signed in the
name of the Company by either its chief executive officer, its president, its
chief financial officer, one of its vice presidents or its treasurer.

                  "PBGC" shall have the meaning set forth in Section 6.12.

                  "Person" shall mean an individual, partnership, joint venture,
corporation, company, limited liability company, bank, trust, unincorporated
organization or a government or any department or agency thereof or any other
entity.

                  "Plan" shall mean any employee pension benefit plan within the
meaning of Title IV of ERISA which is either (i) maintained for employees of the
Company, of any Subsidiary, or of any member of a "controlled group of
corporations" or "combined group of trades or businesses under common control"
as such terms are defined, respectively, in Sections 414(b) and (c) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder, of
which the Company or any Subsidiary is a party, or (ii) maintained pursuant to a
collective bargaining agreement or any other arrangement under which more than
one employer makes contributions and to which the Company, any Subsidiary or any
member of a "controlled group of corporations" or "combined group of trades or
businesses under common control" defined as aforesaid, is at the time in
question making or accruing an obligation to make contributions or has within
the preceding five plan years made contributions.

<PAGE>   21

                                                                              15

                  "Preferred Stock", as applied to the Capital Stock of any
Person, shall mean Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of Capital Stock of any other class of such Person.

                  "Pro Forma Compliance" shall mean the compliance by the
Company on a pro forma basis with the covenants set forth in subsection 8.01 for
the four fiscal quarter period ending on the last day of the most recently ended
fiscal quarter for which financial statements have been delivered in accordance
with subsection 8.02 as if the designation of a Restricted Subsidiary or an
Unrestricted Subsidiary with respect to which Pro Forma Compliance is being
measured had occurred on the first day of such period.

                  "Pro Forma EBITDA" shall mean EBITDA, excluding therefrom
EBITDA attributable to any Property sold or otherwise disposed of other than in
the ordinary course of business during any applicable period as if such Property
were not owned at any time during such period, and including therein EBITDA
attributable to any Property acquired other than in the ordinary course of
business during any applicable period as if such Property were at all times
owned during such period.

                  "Pro Rata Share" shall mean, with respect to any Bank, a
fraction (expressed as a percentage rounded upward to the nearest whole multiple
of 0.000000001%) (a) the numerator of which shall be the amount equal to such
Bank's Commitment, and (b) the denominator of which shall be the aggregate
amount of all Banks' Commitments.

                  "Property" shall mean all types of real and personal property,
whether tangible, or intangible or mixed.

                  "Quarterly Date" shall mean the last day of each March, June,
September and December, beginning with September 30, 2000, or if any such date
is not a Business Day, the next succeeding Business Day.

                  "Reference Banks" shall mean Chase, Bank of America, N.A. and
Citibank, N.A.

                  "Register" shall have the meaning set forth in Section
13.07(f) hereof.

<PAGE>   22

                                                                              16

                  "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System.

                  "Required Prepayment Date" shall have the meaning set forth in
Section 2.01(e)(i) hereof.

                  "Restricted Subsidiary" shall mean each Subsidiary other than
those Subsidiaries identified as Unrestricted Subsidiaries in Exhibit 6.01;
provided, however, that subject to Section 8.10, a Restricted Subsidiary may be
designated by the Company as an Unrestricted Subsidiary or an Unrestricted
Subsidiary may be redesignated by the Company as a Restricted Subsidiary;
provided further, that after the initial designation of an Unrestricted
Subsidiary by the Company, only five further redesignations of such Subsidiary
shall be permitted.

                  "Revolving Loans" shall mean CD Rate Loans, Alternate Base
Rate Loans or Eurodollar Loans made pursuant to Section 2.01(a).

                  "S&P" shall mean Standard & Poor's Rating Group.

                  "SPC" shall have the meaning set forth in Section 13.07(d)
hereof.

                  "Subsidiary" shall mean, with respect to the Company at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
Company in the Company's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, controlled or held.

                  "Swingline Borrowing" shall mean a borrowing consisting of
simultaneous Swingline Loans from each of the Swingline Lenders.

                  "Swingline Commitment" shall mean, with respect to any
Swingline Lender, the commitment of such Swingline Lender to make Swingline
Loans hereunder as set forth in Section 2.07, as such Bank's Swingline
Commitment may be

<PAGE>   23

                                                                              17

permanently terminated or reduced from time to time pursuant to Section 2.07(d).
The Swingline Commitments shall automatically and permanently terminate on the
Maturity Date.

                  "Swingline Commitment Percentage" shall mean, with respect to
any Swingline Lender at any time, the percentage that the Swingline Commitment
of such Swingline Lender represents of the Total Swingline Commitment at such
time.

                  "Swingline Lender" shall mean each Person that is listed on
Exhibit 2.07.

                  "Swingline Loan" shall mean any Loan made by a Bank pursuant
to Section 2.07. Each Swingline Loan shall be an Alternate Base Rate Loan.

                  "Swingline Loan Exposure" shall mean, at any time, the
aggregate outstanding principal amount at such time of all Swingline Loans. The
Swingline Loan Exposure of any Bank at any time shall mean its Applicable
Percentage of the aggregate Swingline Loan Exposure at such time.

                  "Swingline Maturity Date" shall mean the date that is seven
Business Days following the applicable Swingline Borrowing or, if earlier, on
the Maturity Date or the date of repayment or prepayment or conversion of such
Borrowing.

                  "Total Commitment" shall mean, at any time, the aggregate
amount of the Commitments, as in effect at such time.

                  "Total Debt" shall mean, as of any date and without
duplication, all Debt of the Company and the Restricted Subsidiaries on a
consolidated basis determined in accordance with GAAP, including guaranties of
Debt obligations of parties other than the Company or such Restricted
Subsidiaries and obligations under or with respect to standby letters of credit
of the Company and the Restricted Subsidiaries.

                  "Total Swingline Commitment" shall mean, at any time, the
aggregate amount of the Swingline Commitments, as in effect at such time.

<PAGE>   24

                                                                              18

                  "Unrestricted Subsidiary" shall mean any Subsidiary so
designated in accordance with Section 6.01 or Section 8.10.

                  "Utilization Fee" shall have the meaning set forth in Section
4.03 hereof.

                  "Utilized Loans" shall have the meaning set forth in Section
4.03 hereof.

                  "Wholly Owned", when used with respect to a Subsidiary, shall
mean the beneficial ownership by the Company of 100% of the Capital Stock of
such Subsidiary.

                  SECTION 1.02. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof and (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement.

                                   ARTICLE II

                                    The Loans

                  SECTION 2.01. The Revolving Loans.
(a) Revolving Loan Commitment. Subject to and upon the terms and conditions set
forth in this Agreement, each Bank severally agrees to make Revolving Loans in
Dollars to the Company on any one or more Business Days on or after the date
hereof and prior to the Maturity Date, up to an

<PAGE>   25

                                                                              19

aggregate principal amount of Revolving Loans not exceeding at any one time
outstanding an amount equal to such Bank's Commitment made to the Company, if
any, minus such Bank's Swingline Loan Exposure; provided, however, that in no
event shall the aggregate outstanding principal amount at any time of the
Revolving Loans and the Discretionary Loans and the Swingline Loan Exposure
exceed $350,000,000, as such amount may be reduced pursuant to the terms of this
Agreement. Each Borrowing shall be in an aggregate amount of not less than
$3,000,000 and an integral multiple of $250,000. Subject to the foregoing, each
Borrowing shall be made simultaneously from the Banks according to their Pro
Rata Shares of the principal amount requested for each Borrowing, and shall
consist of Revolving Loans of the same type (e.g., CD Rate Loans, Alternate Base
Rate Loans or Eurodollar Loans) with the same Interest Period from each Bank.
Within such limits and during such period, the Company may borrow, repay and
reborrow under this Section 2.01(a).

                  (b) Borrowing Procedures; Delivery of Proceeds; Recordation of
Loans. (i) Each Borrowing under this Section 2.01 shall be made on at least (A)
in the case of a Borrowing consisting of Alternate Base Rate Loans, prior oral
or written notice from the Company to the Administrative Agent by 9:00 a.m. (New
York, New York time) on the same day as the requested Borrowing (and the
Administrative Agent shall prior to 12:00 noon (New York, New York time) on the
date such notice is received by the Administrative Agent provide oral or written
notice of the requested Borrowing to the Banks, and each Reference Bank shall
then provide to the Administrative Agent not later than 12:15 p.m. (New York,
New York time) oral or written notice of the Federal Funds Borrowing Rate for
such day offered at 12:00 noon (New York, New York time) by such Reference Bank
to the Company, and the Alternate Base Rate determined by the Administrative
Agent shall be conveyed by the Administrative Agent by oral or written
communication to all the Banks by 1:00 p.m. (New York, New York time) on the
Borrowing Date), (B) in the case of a Borrowing consisting of Eurodollar Loans,
three Business Days' prior written or oral notice from the Company to the
Administrative Agent by 9:00 a.m. (New York, New York time) and (C) in the case
of a Borrowing consisting of CD Rate Loans, one Business Day's prior written or
oral notice from the Company to the Administrative Agent by 9:00 a.m. (New York,
New York time) (and the Administrative Agent shall, in the case of (B) and (C)
above, provide to each Bank prior oral or written notice of the requested
borrowing by

<PAGE>   26

                                                                              20

11:30 a.m. (New York, New York time) on the date such notice is received by the
Administrative Agent) (in each case, a "Notice of Borrowing"); provided,
however, with respect to each oral Notice of Borrowing, the Company shall
deliver promptly (and in any event, no later than two Business Days after the
giving of such oral notice) to the Administrative Agent a confirmatory written
Notice of Borrowing. Each Notice of Borrowing shall be irrevocable and shall
specify: (w) the total principal amount of the proposed Borrowing, (x) whether
the Borrowing will be comprised of CD Rate Loans, Alternate Base Rate Loans or
Eurodollar Loans, (y) with respect to Eurodollar Loans and CD Rate Loans the
applicable Interest Period for such Loans (which may not extend beyond the
Maturity Date), and (z) the Borrowing Date. The Administrative Agent shall
promptly give like notice to the other Banks, and on the Borrowing Date each
Bank shall make its Pro Rata Share of the Borrowing available at the principal
banking office of the Administrative Agent, 270 Park Avenue, New York, New York
10017, no later than 3:30 p.m. (New York, New York time) in the case of a
Borrowing consisting of Alternate Base Rate Loans, and no later than 2:00 p.m.
(New York, New York time) in the case of all other Borrowings, in each case in
immediately available funds.

                  (ii) The Administrative Agent shall pay or deliver the
proceeds of each Borrowing to or upon the order of the Company. Each Bank shall
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness to such Bank resulting from each Loan, from time to time,
including the amounts of principal and interest payable and paid such Bank from
time to time under this Agreement. The Administrative Agent shall maintain
accounts in which it will record (A) the principal amount of each Loan made
hereunder, the type of each Loan and the Interest Period applicable thereto, (B)
the amount of any principal or interest due and payable or to become due and
payable from the Company to each Bank hereunder and (C) the amount of any sum
received by the Administrative Agent hereunder from the Company and each Bank's
Pro Rata Share thereof. The entries made in the accounts maintained pursuant to
this paragraph shall be prima facie evidence of the existence and amounts of the
obligations therein recorded; provided, however, that the failure of any Bank or
the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Company to repay the Loans in
accordance with their terms.

<PAGE>   27
                                                                             21

                  (c) Substitute Rate. Anything in this Agreement to the
contrary notwithstanding, if at any time prior to the determination of the rate
with respect to any proposed Loan (i) the Majority Banks in their discretion
shall determine with respect to Eurodollar Loans to be made by them on the
applicable Borrowing Date of such Loan that there is a reasonable probability
that Dollar deposits will not be offered to such Banks in the interbank
eurodollar market for a period of time equal to the applicable Interest Period
in amounts equal to the amount of each such Bank's Eurodollar Loan in Dollars,
that the Eurodollar Rate does not reflect the cost to the Banks of funding
Eurodollar Loans or that adequate and reasonable means do not exist to be able
to determine the Eurodollar Rate or (ii) the Administrative Agent in its
discretion shall determine with respect to CD Rate Loans to be made by the
Banks on the applicable Borrowing Date of such proposed Loan that bid rates
will not be provided by certificate of deposit dealers of recognized standing
for the purchase at face value of certificates of deposit of the Reference
Banks for a period of time equal to the applicable Interest Period in amounts
approximately equal or comparable to the aggregate principal amount of such
Loans with a maturity equal to the applicable Interest Period, then:

                  (A)      the Majority Banks (acting through the Administrative
         Agent) or the Administrative Agent, as the case may be, shall give the
         Company notice thereof, and in the case of subsection (ii) above, the
         Administrative Agent shall also give the Banks notice thereof, and

                  (B)      Alternate Base Rate Loans shall be made in lieu of
         any Eurodollar Loans or CD Rate Loans that were to have been made at
         such time.

                  (d)      Interest. The Loans shall bear interest as follows:

                  (i)      Each Alternate Base Rate Loan (including each
         Swingline Loan) shall bear interest on the unpaid principal amount
         thereof from time to time outstanding at a rate per annum (for the
         actual number of days elapsed, based on a year of 365 or 366 days, as
         the case may be) which shall be equal to the lesser of (A) the
         Alternate Base Rate or (B) the Highest Lawful Rate. In addition, the
         Company will pay a Utilization Fee pursuant to Section 4.03.


<PAGE>   28

                                                                             22


                  (ii)     Each Eurodollar Loan shall bear interest on the
         unpaid principal amount thereof from time to time outstanding at a
         rate per annum (for the actual number of days elapsed, based on a year
         of 360 days) which shall be the lesser of (A) the sum of the
         Eurodollar Rate plus the applicable Margin Percentage or (B) the
         Highest Lawful Rate. In addition, the Company will pay a Utilization
         Fee pursuant to Section 4.03.

                  (iii)    Each CD Rate Loan shall bear interest on the unpaid
         principal amount thereof from time to time outstanding at a rate per
         annum (for the actual number of days elapsed, based on a year of 360
         days) which shall equal to the lesser of (A) the sum of the CD Rate
         plus the applicable Margin Percentage or (B) the Highest Lawful Rate.
         In addition, the Company will pay a Utilization Fee pursuant to
         Section 4.03.

                  (iv)     Interest on the outstanding principal of each Loan
         shall accrue from and including the Borrowing Date for such Loan to
         but excluding the date such Loan is paid in full and shall be due and
         payable (A) on the Interest Payment Date for each such Loan, (B) as to
         any Eurodollar Loan having an Interest Period greater than three
         months, at the end of the third month of the Interest Period for such
         Loan, (C) as to any CD Rate Loan having an Interest Period greater
         than 90 days, on the 90th day of the Interest Period for such Loan,
         and (D) as to all Loans, at maturity, whether by acceleration or
         otherwise, or after notice of prepayment in accordance with Section
         2.01(e)(i) or Section 3.01(c) hereof, on and after the Required
         Prepayment Date or the applicable prepayment date, as the case may be,
         as specified in such notice.

                  (v)      Past due principal, whether pursuant to acceleration
         or the Company's failure to make a prepayment on the date specified in
         the applicable prepayment notice or otherwise, and, to the extent
         permitted by applicable law, past due interest and (after the
         occurrence of an Event of Default) past due fees, pursuant to
         acceleration or otherwise, shall bear interest from their respective
         due dates, until paid, at the Default Rate and shall be due and
         payable upon demand.

                  (e)      Change of Law. (i) Anything in this Agreement to the
contrary notwithstanding, if at any time


<PAGE>   29

                                                                             23


any Bank in good faith determines (which determination shall be conclusive
absent demonstrable error) that any change after the date hereof in any
applicable law, rule or regulation or in the interpretation or administration
thereof makes it unlawful, or any central bank or other governmental authority
asserts that it is unlawful (any of the above being described as a "Eurodollar
Event") for such Bank or its foreign branch or branches to maintain or fund any
Loan in Dollars by means of Dollar deposits obtained in the interbank
eurodollar market then, at the option of such Bank, the aggregate principal
amount of each of such Bank's Eurodollar Loans then outstanding, which Loans
are directly affected by such Eurodollar Events, shall be prepaid in Dollars,
and any remaining obligation of such Bank hereunder to make Eurodollar Loans
(but not CD Rate Loans or Alternate Base Rate Loans) shall be suspended for so
long as such Eurodollar Events shall continue. Upon the occurrence of any
Eurodollar Event and at any time thereafter so long as such Eurodollar Event
shall continue, such Bank may exercise its aforesaid option by giving written
notice thereof to the Administrative Agent and the Company. Any prepayment of
any Eurodollar Loan which is required under this Section 2.01(e) shall be made,
together with accrued and unpaid interest and all other amounts payable to such
Bank under this Agreement with respect to such prepaid Loan (including amounts
payable pursuant to Section 2.01(f)), on the date stated in the notice to the
Company referred to above, which date ("Required Prepayment Date") shall be not
less than 15 days (or such earlier date as shall be necessary to comply with
the relevant law, rule or regulation) from the date of such notice. If any
Eurodollar Loan is required to be prepaid under this Section 2.01(e), the Banks
agree that at the written request of the Company, the Bank that has made such
Eurodollar Loan shall make an Alternate Base Rate Loan or a CD Rate Loan on the
Required Prepayment Date to the Company in the same principal amount, in
Dollars, as the Eurodollar Loan of such Bank being so prepaid. Any such written
request by the Company for Alternate Base Rate Loans or a CD Rate Loan under
this Section 2.01(e) shall be irrevocable and, in order to be effective, must
be delivered to the Administrative Agent not less than one Business Day prior
to the Required Prepayment Date.

                  (ii)     Notwithstanding the foregoing, in the event the
Company is required to pay to any Bank amounts with respect to any Borrowing
pursuant to Section 2.01(e)(i), the Company may give notice to such Bank (with
copies to the Administrative Agent) that it wishes to seek one or


<PAGE>   30

                                                                             24


more assignees (which may be one or more of the Banks) to assume the Commitment
and any Swingline Commitment of such Bank and to purchase its outstanding Loans
and the Administrative Agent will use its best efforts to assist the Company in
obtaining an assignee; provided that if more than one Bank requests that the
Company pay substantially and proportionately equal additional amounts under
Section 2.01(e)(i) and the Company elects to seek an assignee to assume the
Commitments and any Swingline Commitments of any of such affected Banks, the
Company must seek an assignee or assignees to assume the Commitments and any
Swingline Commitments of all such affected Banks. Each Bank requesting
compensation pursuant to Section 2.01(e)(i) agrees to sell its Commitments, any
Swingline Commitments, Loans and interest in this Agreement in accordance with
Section 13.07 to any such assignee for an amount equal to the sum of the
outstanding unpaid principal of and accrued interest on such Loans in Dollars
plus all other fees and amounts (including any compensation claimed by such
Bank under Section 2.01(e)(i) and Section 2.01(f)) due such Bank hereunder
calculated, in each case, to the date such Commitments, Swingline Commitments,
Loans and interest are purchased. Upon such sale or prepayment, each such Bank
shall have no further Commitment, Swingline Commitment or other obligation to
the Company hereunder.

                  (f)      Funding Losses. In the event of (i) any payment or
prepayment (whether authorized or required hereunder pursuant to acceleration
or otherwise) of all or a portion of any CD Rate Loan or Eurodollar Loan on a
day other than the last day of an Interest Period, (ii) any payment or
prepayment (whether authorized or required hereunder pursuant to acceleration
or otherwise), of any CD Rate Loan or Eurodollar Loan made after the delivery
of the Notice of Borrowing for such CD Rate Loan or Eurodollar Loan, but before
the Borrowing Date therefor, if such payment or prepayment prevents such CD
Rate Loan or Eurodollar Loan from being made in full or (iii) the failure of
any Loan to be made by any Bank due to any condition precedent to a Loan not
being satisfied or as a result of this Section 2.01, or due to any other action
or inaction of the Company, the Company shall pay, in Dollars, to each affected
Bank upon its request made on or before 45 days after the occurrence of any
such event, acting through the Administrative Agent, such amount or amounts (to
the extent such amount or amounts would not be usurious under applicable law)
as may be necessary to compensate such Bank for any costs and losses incurred
by such Bank (including such amount or amounts as will compensate it for


<PAGE>   31

                                                                             25


the amount by which the rate of interest on such Loan immediately prior to such
repayment exceeds the Eurodollar Rate or the CD Rate, for the period from the
date of such prepayment to the Interest Payment Date with respect to such
prepaid Loan, all as determined in good faith by such Bank) but otherwise
without penalty. Any such claim by a Bank for compensation shall be made
through the Administrative Agent and shall be accompanied by a certificate
signed by an officer of such Bank authorized to so act on behalf of such Bank,
setting forth in reasonable detail the computation upon which such claim is
based. The obligations of the Company under this Section 2.01(f) shall survive
the termination of this Agreement and/or the payment of the obligations
hereunder.

                  (g)      Increased Costs--Taxes, Reserve Requirements, Etc.
(i) The Company for and on behalf of each Bank shall pay or cause to be paid
directly to the appropriate governmental authority or shall reimburse or
compensate each Bank upon demand by such Bank, acting through the
Administrative Agent, for all costs incurred, losses suffered or payments made,
as determined by such Bank, by reason of any and all present or future taxes
(including any interest equalization tax or any similar tax on the acquisition
of debt obligations), levies, imposts or any other charge of any nature
whatsoever imposed by any taxing authority, whether or not such taxes were
correctly or legally asserted, on or with regard to any aspect of the
transactions with respect to this Agreement and the Loans, except such taxes as
may be imposed on the overall net income of a Bank or its Lending Office or
franchise taxes (imposed on or measured by income, earnings or retained
earnings) imposed by the jurisdiction, or any political subdivision or taxing
authority thereof, in which such Bank's principal executive office or its
Lending Office is located; provided, that the Company shall not be required to
pay, cause to be paid or reimburse or compensate any Bank for any taxes,
levies, imposts or other charges that (A) are attributable to such Bank's
failure to comply with the requirements of Section 2.03 or (B) are imposed on
amounts payable to such Bank at the time such Bank becomes a party to this
Agreement (or designate a new lending office), except to the extent that such
Bank (or its assignor, if any), was entitled, at the time of designation of a
new lending office (or assignment) to receive additional amounts from the
Company with respect to such taxes pursuant to this paragraph.


<PAGE>   32

                                                                             26


                  (ii)     The Company shall pay immediately upon demand by any
Bank, acting through the Administrative Agent, any applicable stamp and
registration taxes, duties, official and sealed paper taxes, or similar charges
due, in connection with any Loans or this Agreement or in connection with the
enforcement hereof; provided, that the Company shall not be required to pay any
such taxes on behalf of any Bank if such taxes are imposed at the time such
Bank becomes a party to this Agreement (or designates a new lending office),
except to the extent that such Bank (or its assignor, if applicable) was
entitled at the time of designation of a new lending office (or assignment) to
the payment of such taxes pursuant to this paragraph.

                  (iii)    If any Bank or the Administrative Agent receives a
refund in respect of taxes for which such Bank or the Administrative Agent has
received payment from the Company hereunder, it shall promptly notify the
Company of such refund and if no Event of Default has occurred shall, within 30
days after receipt of such refund, repay such refund to the Company with
interest if any interest is received thereon by such Bank or the Administrative
Agent; provided that the Company, upon the request of such Bank or the
Administrative Agent, agrees to return such refund (plus penalties, interest or
other charges) to such Bank or the Administrative Agent in the event such Bank
or the Administrative Agent is required to repay such refund.

                  (iv)     (A) The Company shall reimburse or compensate each
Bank upon demand by such Bank, acting through the Administrative Agent, for all
costs incurred, losses suffered or payments made in connection with any CD Rate
Loans or Eurodollar Loans or any part thereof which costs, losses or payments
are a result of any future reserve, special deposit or similar requirement
against assets of, liabilities of, deposits with or for the account of, or
Loans by such Bank imposed on such Bank, its foreign lending branch or the
interbank eurodollar market by any regulatory authority, central bank or other
governmental authority, whether or not having the force of law, including
Regulation D.

                  (B)      If as a result of (y) the introduction of or any
change in or in the interpretation or administration of any law or regulation
or (z) the compliance with any request from any central bank or other
governmental authority (whether or not having the force of law), there shall be
any increase in the cost to any Bank of agreeing to make or making, funding or
maintaining Loans, (other


<PAGE>   33

                                                                             27


than with respect to taxes, levies, imposts and other charges covered by
Sections 2.01(g)(i)-(ii) or Section 2.02 and changes in the rate of tax on the
overall net income of such Bank) for which such Bank shall not have been
reimbursed pursuant to the provisions of clause (A) above, then the Company
shall from time to time, upon demand by such Bank, acting through the
Administrative Agent, pay to such Bank additional amounts sufficient to
indemnify such Bank against the full amount of such increased cost.

                  (C)      Any Bank claiming reimbursement or compensation under
this Section 2.01(g)(iv) shall make its demand on or before 45 days after the
end of each Interest Period during which any such cost is incurred, loss is
suffered or payment is made and shall provide the Administrative Agent, who in
turn shall provide the Company, with a written statement showing in reasonable
detail the calculation of the amount and basis of its request, which statement,
subject to Section 2.01(h), shall be conclusive absent demonstrable error;
provided that in the event any reimbursement or compensation demanded by a Bank
under this Section 2.01(g) is a result of reserves actually maintained pursuant
to the requirements imposed by Regulation D with respect to "Eurocurrency
liabilities" (as defined or within the meaning of such Regulation), such demand
shall be accompanied by a statement of such Bank in the form of Exhibit
2.01(g)(iv) attached hereto. No Bank may request reimbursement or compensation
under this Section 2.01(g)(iv) for any period prior to the period for which
demand has been made in accordance with the foregoing sentence. In preparing
any statement delivered under this Section 2.01(g)(iv), such Bank may employ
such assumptions and allocations of costs and expenses as it shall in good
faith deem reasonable and may be determined by any reasonable averaging and
attribution method. So long as any notice requirement provided for herein has
been satisfied, any decision by the Administrative Agent or any Bank not to
require payment of any interest, cost or other amount payable under this
Section 2.01(g)(iv), or to calculate any amount payable by a particular method,
on any occasion, shall in no way limit or be deemed a waiver of the
Administrative Agent's or such Bank's right to require full payment of any
interest, cost or other amount payable hereunder, or to calculate any amount
payable by another method, on any other or subsequent occasion for a subsequent
Interest Period.

                  (v)      If any Bank shall have determined in good faith that
any applicable law, rule, regulation or


<PAGE>   34

                                                                             28


guideline regarding capital adequacy now or hereafter in effect, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or any
Lending Office of such Bank) with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such governmental
authority, central bank or comparable agency has the effect of reducing the
rate of return on such Bank's capital or the capital of any corporation
Controlling such Bank as a consequence of its obligations hereunder to a level
below that which such Bank would have achieved as a consequence of its
obligations hereunder but for such adoption, change or compliance (taking into
consideration such Bank's policies with respect to capital adequacy) by an
amount deemed in good faith by such Bank to be material, then from time to
time, upon notice by the Bank requesting (through the Administrative Agent)
compensation, under this Section 2.01(g)(v) within a reasonable period of time
after such Bank has obtained knowledge of such event, the Company shall pay to
the Administrative Agent for the account of such Bank such additional amount or
amounts as will compensate such Bank for such reduction. Any such claim by a
Bank for compensation shall be made through the Administrative Agent and shall
be accompanied by a certificate signed by an officer of such Bank authorized to
so act on behalf of such Bank setting forth in reasonable detail the
calculation upon which such claim is based. It is acknowledged that this
Agreement is being entered into by the Banks on the understanding that the
Banks will not be required to maintain capital against their Commitments or
Swingline Commitments under currently applicable laws, regulations and
regulatory guidelines. In the event Banks shall be advised by any governmental
authority or shall otherwise determine on the basis of pronouncements of any
governmental authority that such understanding is incorrect, it is agreed that
the Banks will be entitled to make claims under this Section 2.01(g)(v) (each
such claim to be made within a reasonable period of time after the period to
which it relates) based upon market requirements prevailing on the date hereof
for commitments under comparable credit facilities against which capital is
required to be maintained.

                  (vi)     Notwithstanding the foregoing, in the event the
Company is required to pay to, for or on behalf of any Bank amounts pursuant to
Section 2.01(g)(i),


<PAGE>   35

                                                                             29


Section 2.01(g)(iv)(A), Section 2.01(g)(iv)(B), Section 2.01(g)(v) or Section
2.02, the Company may give notice to such Bank (with copies to the
Administrative Agent) (A) that it wishes to seek one or more assignees (which
may be one or more of the Banks) to assume the Commitment and any Swingline
Commitment of such Bank and to purchase its outstanding Loans, in which case
the Administrative Agent will use its best efforts to assist the Company in
obtaining an assignee, or (B) in the case of any Bank that became a Bank
pursuant to an assignment under Section 13.07, that it wishes to terminate the
Commitment and any Swingline Commitment of such Bank; provided that if more
than one Bank requests that the Company pay substantially and proportionately
equal additional amounts under Section 2.01(g)(i), Section 2.01(g)(iv)(A),
Section 2.01(g)(iv)(B), Section 2.01(g)(v) or Section 2.02 and the Company
elects to seek an assignee to assume, or to terminate, the Commitments and any
Swingline Commitments of any such affected Banks, the Company must seek an
assignee or assignees to assume, or must terminate, as the case may be, the
Commitments and any Swingline Commitments of all such affected Banks. Each Bank
requesting compensation pursuant to Section 2.01(g)(i), Section 2.01(g)(iv)(A),
Section 2.01(g)(iv)(B), or Section 2.01(g)(v) or Section 2.02 agrees to sell
its Commitment and any Swingline Commitment, its outstanding Loans, Swingline
Loans and interest in this Agreement in accordance with Section 13.07 to any
such assignee for an amount equal to the sum of, and agrees that its Commitment
and any Swingline Commitment shall be terminated as provided above upon payment
to it by the Company of, the outstanding unpaid principal of and accrued
interest on its outstanding Loans in Dollars plus all other fees and amounts
(including, any compensation claimed by such Bank under Section 2.01(g)(i),
Section 2.01(f), Section 2.01(g)(iv)(A), Section 2.01(g)(iv)(B), Section
2.01(g)(v) or Section 2.02) due such Bank hereunder calculated, in each case,
to the date such Commitment, Swingline Commitment, Loans and interest are
purchased or such amounts are paid, as the case may be. Upon such sale or
prepayment, each such Bank shall have no further Commitment, Swingline
Commitment or other obligation to the Company hereunder.

                  (vii)    Any Bank claiming any amounts pursuant to this
Section 2.01(g) or Section 2.02 shall use its reasonable good faith efforts
(consistent with its internal policies and legal and regulatory restrictions)
to avoid or minimize the payment by the Company of any amounts under


<PAGE>   36

                                                                             30


this Section 2.01(g) or Section 2.02, including changing the jurisdiction of
its Lending Office; provided that no such change or action shall be required to
be made or taken if, in the reasonable judgment of such Bank, such change would
be materially disadvantageous to such Bank; and, provided, further, that no
Bank will receive compensation for expenses stemming from the change of
jurisdiction of its Lending Office if such change is not required by law,
regulation or order of regulatory authority.

                  (viii)   The aggregate amount payable, reimbursable or
compensable by the Company to or for the account of a Bank under this Section
2.01(g) shall not include any cost covered by the amount received by such Bank
from the Company through the Administrative Agent in connection with the
calculation of the CD Rate. The Company agrees to indemnify and hold the
Administrative Agent and each Bank harmless from and against any and all
liabilities with respect to or resulting from any delay in the payment or
omission to pay such amounts. The obligations of the Company under this Section
2.01(g) created in accordance with this Section 2.01(g) shall survive the
termination of the Commitments, any Swingline Commitments, this Agreement and
the payment of the Obligations hereunder.

                  (h)      Calculation Errors. Each calculation by the
Administrative Agent or any Bank with respect to amounts owing or to be owing
by the Company pursuant to this Agreement or any Loan shall be conclusive
except in the case of error. In the event the Administrative Agent determines
within a reasonable time that any such error shall have occurred in connection
with the determination of the applicable interest rate for any Loan which
results in the Company paying either more or less than the amount which would
have been due and payable but for such error, then (i) any Bank that received
an overpayment shall promptly refund such overpayment to the Company and (ii)
if any Bank received an underpayment, the Company shall promptly pay to such
Bank the amount of such underpayment. In the event it is determined within a
reasonable time that any Bank, acting through the Administrative Agent, has
miscalculated any amount for which it has demanded reimbursement or
compensation from the Company in respect of amounts owing by the Company (other
than interest) which results in the Company paying more or less than the amount
which would have been due and payable but for such error, such Bank or the
Company, as the case may be, shall promptly refund or pay, as the case may be,
to the other the full amount of such overpayment or underpayment. In


<PAGE>   37

                                                                             31


the event it is determined within a reasonable time that the Company has
miscalculated the Commitment Fees due under Section 4.02 which results in the
Company paying more or less than the amount which would have been due and
payable but for such error, (x) any Bank that received an overpayment shall
promptly refund such overpayment to the Company and (y) if any Bank received an
underpayment, the Company shall promptly pay to such Bank the amount of such
underpayment.

                  SECTION 2.02.     Setoff, Counterclaims and Taxes. All
payments (whether of principal, interest, fees, reimbursements or otherwise)
under this Agreement shall be made by the Company without setoff or
counterclaim and shall be made free and clear of and without deduction (except
as specifically contemplated in Section 2.03 below) for any present or future
tax, levy, impost, or other charge, of any nature whatsoever now or hereafter
imposed by any governmental authority (including withholdings of United States
taxes, subject to compliance by such payment's recipient with Section 2.03).
Except as specifically provided in Section 2.03 below, if the making of such
payments is prohibited by law unless such tax, levy, impost, or other charge is
deducted or withheld therefrom, the Company shall (i) notwithstanding anything
to the contrary in this Agreement, be entitled to deduct or withhold an amount
equal to such tax, levy, impost or other charge from the amounts payable under
this Agreement and make such tax payments as so required, and (ii) provided
that such Bank has complied with the requirements of Section 2.03, pay to the
Administrative Agent for the account of each Bank, on the date of each such
payment, such additional amounts as may be necessary in order that the net
amounts received by such Bank after such deduction or withholding shall equal
the amounts in Dollars which would have been received if such deduction or
withholding were not required. The Company shall confirm that any applicable
taxes imposed on this Agreement or transactions hereunder shall have been
properly and legally paid by it to the appropriate taxing authorities by
sending official tax receipts or notarized copies of such receipts (if receipts
are issued therefor) to the Administrative Agent within 30 calendar days after
receipt of request from the Administrative Agent regarding payment of any
applicable tax. Upon request of any Bank, the Administrative Agent shall
forward to such Bank a copy of such official receipt or a copy of such
notarized copy of such receipt.


<PAGE>   38

                                                                             32


                  SECTION 2.03.     Withholding Tax Exemption. Each Bank that
is not a corporation created or organized in the United States or under the
laws of the United States or any state of the United States or the District of
Columbia shall (i) deliver to the Company (with a copy to the Administrative
Agent), at least five Business Days prior to the first date on which interest
or fees are payable hereunder to such Bank, two original Internal Revenue
Service Forms W-8BEN, W-8IMY or W-8ECI, as appropriate, or any successor or
other form prescribed by the Internal Revenue Service, properly completed and
duly executed under penalties of perjury, certifying that such Bank is
completely exempt from or entitled to a zero rate of United States withholding
tax on all payments by the Company to such Bank pursuant to this Agreement;
(ii) deliver to the Company (with copies to the Administrative Agent) such new
forms and documents prescribed by the Internal Revenue Service upon the
expiration or obsolescence of any previously delivered forms or other documents
referred to in this Section 2.03, or after the occurrence of any event
requiring a change in the most recent forms or other documents delivered by
such Bank, and (iii) promptly provide written notice to the Company (with a
copy to the Administrative Agent) at any time it determines that it is no
longer in a position to provide any previously delivered form or other document
(or any other form of certification adopted by the Internal Revenue Service for
such purpose). In no event will any withholding by the Company on any interest
payable to any Bank as contemplated by this Section 2.03 give rise to a Default
under Section 10.01 with respect to payments of interest.

                  SECTION 2.04.     Obligations Several, Not Joint. The
obligations of the Banks hereunder are several and not joint. The failure of
any Bank to make the Loan to be made by it as part of any Borrowing shall not
relieve any other Bank of its obligation to make its Loan on the date of such
Borrowing, and no Bank shall be responsible for the failure of any other Bank
to make the Loan to be made by such other Bank on the date of any Borrowing.

                  SECTION 2.05.     Evidence of Debt. Any Bank may request that
Loans made by it be evidenced by a promissory note. In such event, the Company
shall prepare, execute and deliver to such Bank a promissory note payable to
the order of such Bank (or, if requested by such Bank, to such Bank and its
registered assigns) and in a form approved by the Administrative Agent and the
Company. Thereafter, the Loans evidenced by such promissory note and interest


<PAGE>   39

                                                                             33


thereon shall at all times (including after assignment pursuant to Section
13.07) be represented by one or more promissory notes in such form payable to
the order of the payee named therein (or, if such promissory note is a
registered note, to such payee and its registered assigns).

                  SECTION 2.06.     Discretionary Loans. (a) Each Bank may, in
its sole discretion and on terms and conditions in writing satisfactory to it
and the Company that are consistent with the provisions of this Agreement, make
additional Loans to the Company under its Commitment on any one or more
Business Days on or after the date hereof and prior to the Maturity Date, which
Discretionary Loans will be payable to the appropriate Bank upon such terms and
conditions; provided, however, that the Company will not permit to remain
outstanding any Discretionary Loans from any Bank, and no Bank will make
Discretionary Loans to the Company, if the sum of the aggregate principal
amount of the Discretionary Loans and the Revolving Loans made by such Bank and
such Swingline Exposure exceeds such Bank's Commitment. Should any
Discretionary Loan be outstanding from any Bank on a date on which a Borrowing
is to be made, such Borrowing shall be made available only if the Company has
paid or shall simultaneously with the making of such Borrowing pay such
portions of Discretionary Loans (including the payment of the amount of any
losses payable pursuant to Section 2.01(f) actually incurred by such Bank as a
result of such prepayment) as shall be necessary to make available a portion of
each Bank's Commitment at least equal to such Bank's Pro Rata Share of such
Borrowing. No Discretionary Loan shall have a maturity date or interest period
that extends beyond the Maturity Date. Each Bank shall maintain in accordance
with its usual practice an account or accounts evidencing the indebtedness to
such Bank resulting from each Discretionary Loan made by such Bank. The entries
made in the accounts maintained pursuant to this Section 2.06(a) shall be prima
facie evidence of the existence and amounts of the obligations therein
recorded; provided, however, that the failure of any Bank to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Company to repay the Discretionary Loans in accordance with their terms.

                  (b)      Promptly upon written request of the Administrative
Agent, each Bank will certify in writing the borrowing date, the principal
amount and the maturity date of any Discretionary Loans made during any period
for which the Commitment Fees under Section 4.02 are to be


<PAGE>   40

                                                                             34


calculated. The Company agrees to certify to the Administrative Agent at the
request of the Administrative Agent on or before (i) each Borrowing and each
Discretionary Borrowing, the borrowing date, the principal amount, the maturity
date and the lending Bank for each outstanding Discretionary Loan and (ii) each
Quarterly Date, the borrowing date, the principal amount, the maturity date and
the lending Bank for all Discretionary Loans made during any period for which
the Commitment Fees under Section 4.02 are to be calculated.

                  SECTION 2.07.     Swingline Loans. (a) On the terms, subject
to the conditions and relying upon the representations and warranties herein
set forth, each Swingline Lender agrees, severally and not jointly, at any time
and from time to time on and after the date hereof and until the earlier of the
Business Day immediately preceding the Maturity Date and the termination of the
Swingline Commitment of such Swingline Lender, to make Swingline Loans to the
Company in an aggregate principal amount at any time outstanding not to exceed
such Swingline Lender's Swingline Commitment Percentage of the lesser of (i)
the difference between (A) the Total Swingline Commitment and (B) the Swingline
Loan Exposure, and (ii) the difference between (A) the Total Commitment and (B)
the outstanding aggregate principal amount of all Loans. Each Swingline Loan
shall be made as part of a Borrowing consisting of Swingline Loans made by the
Swingline Lenders ratably in accordance with their respective Swingline
Commitment Percentages (it being understood that (I) the failure of any
Swingline Lender to make any Swingline Loan shall not in itself relieve any
other Swingline Lender of its obligation to lend hereunder and (II) no
Swingline Lender shall be responsible for the failure of any other Swingline
Lender to make any Swingline Loan required to be made by such other Swingline
Lender). The Swingline Loans comprising any Swingline Borrowing shall be in an
aggregate principal amount that is an integral multiple of $500,000 and not
less than $2,000,000 (or an aggregate principal amount equal to the remaining
balance of the available Swingline Commitments). Each Swingline Lender shall
make its portion of each Swingline Borrowing available to the Company by means
of a credit to the general deposit account of the Company with the
Administrative Agent or a wire transfer to an account designated in writing by
the Company, in each case by 3:00 p.m., New York City time, on the date such
Swingline Borrowing is requested to be made pursuant to paragraph (b) below.
Within the limits set forth in the first sentence of this paragraph, the
Company


<PAGE>   41

                                                                             35


may borrow, pay or prepay and reborrow Swingline Loans on or after the Closing
Date and prior to the Maturity Date on the terms and subject to the conditions
and limitations set forth herein.

                  (b)      The Company shall give the Administrative Agent
telephonic, written or telecopy notice (in the case of telephonic notice, such
notice shall be promptly confirmed by telecopy) no later than 11:30 a.m., New
York City time, on the day of a proposed Swingline Borrowing. Such notice shall
be delivered on a Business Day, shall be irrevocable and shall refer to this
Agreement and shall specify the requested date (which shall be a Business Day)
and amount of such Swingline Borrowing. The Administrative Agent shall promptly
advise the Swingline Lenders of any notice received from the Company pursuant
to this paragraph (b).

                  (c)      The Company agrees to repay the principal amount of
each Swingline Loan, together with all interest accrued thereon, on the
Swingline Maturity Date of such Swingline Loan. If the Company does not fully
repay a Swingline Borrowing on or prior to the last day of the applicable
Swingline Maturity Date, the Administrative Agent shall promptly notify each
Bank thereof (by telecopy or by telephone, confirmed in writing) and of its
Applicable Percentage of such Swingline Borrowing. Upon such notice but without
any further action, each Swingline Lender hereby agrees to grant to each Bank,
and each Bank hereby agrees to acquire from each Swingline Lender, a
participation in such Swingline Loan made by such Swingline Lender as part of
such defaulted Swingline Borrowing equal to such Bank's Applicable Percentage
of the principal amount of such Swingline Loan. In consideration and in
furtherance of the foregoing, each Bank hereby absolutely and unconditionally
agrees, upon receipt of notice as provided above, to pay to the Administrative
Agent, for the account of the applicable Swingline Lender, such Bank's
Applicable Percentage of each Swingline Borrowing that is not repaid on the
Swingline Maturity Date applicable thereto. From and after the Swingline
Maturity Date, each Swingline Loan shall bear interest at the Default Rate."
Each Bank acknowledges and agrees that its obligation to acquire participations
in such Swingline Loans made in accordance with the terms hereof pursuant to
this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or an Event of Default or the failure of any condition precedent set forth in


<PAGE>   42

                                                                             36


Article VII, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each Bank shall comply with its
obligation under this paragraph in the same manner as provided in Section
2.01(b) with respect to Loans made by such Bank, and the Administrative Agent
shall promptly pay to the Swingline Lenders their respective shares of the
amounts so received by it from the Banks. The Administrative Agent shall notify
the Company of any participations in any Swingline Loan acquired pursuant to
this paragraph. Notwithstanding anything herein to the contrary, the purchase
of participations in a Swingline Borrowing pursuant to this paragraph shall not
relieve the Company of its default in respect of the payment of the Swingline
Loans.

                  (d)      Upon written or telecopy notice to the Swingline
Lenders and to the Administrative Agent, the Company may at any time
permanently terminate, or from time to time in part permanently reduce, the
Swingline Commitments of the Swingline Lenders. Each reduction of the Swingline
Commitments shall be allocated pro rata among the Swingline Lenders in
accordance with their respective Swingline Commitment Percentages. On the date
of any termination or reduction of the Swingline Commitments pursuant to this
paragraph (d), the Company shall pay or prepay so much of the Swingline
Borrowings as shall be necessary in order that the aggregate outstanding
principal amount of Swingline Loans will not exceed the Total Swingline
Commitment after giving effect to such termination of reduction.

                  (e)      The Company may prepay any Swingline Borrowing in
whole or in part at any time without premium or penalty; provided that the
Company shall have given the Administrative Agent written or telecopy notice
(or telephone notice promptly confirmed in writing or by telecopy) of such
prepayment not later than 10:30 a.m., New York City time, on the Business Day
designated by the Company for such prepayment; and provided further that each
partial payment shall be in an amount that is an integral multiple of $500,000
and not less than $2,000,000. Each notice of prepayment under this paragraph
(e) shall specify the prepayment date and the principal amount of each
Swingline Borrowing (or portion thereof) to be prepaid, shall be irrevocable
and shall commit the Company to prepay such Swingline Borrowing (or portion
thereof) by the amount stated therein on the date stated therein. All
prepayments under this paragraph (e) shall be accompanied by accrued


<PAGE>   43

                                                                             37


interest on the principal amount being prepaid to the date of payment. Each
payment of principal of or interest on or any other amount in respect of
Swingline Loans shall be allocated, as between the Swingline Lenders, pro rata
in accordance with their respective Swingline Commitment Percentages.

                                  ARTICLE III

                  Optional and Required Prepayments; Interest
                         Payment Date; Other Payments

                  SECTION 3.01.     Optional Prepayments. Loans may be prepaid
in whole or from time to time in part at the option of the Company on any
Business Day, without premium or penalty, notwithstanding that such Business
Day is not an Interest Payment Date, provided that:

                  (a)      losses, if any, incurred by any Bank under Section
         2.01(f) shall be payable with respect to each such prepayment of any
         such Eurodollar Loan or CD Rate Loan; and

                  (b)      all partial prepayments shall be in an aggregate
         principal amount of at least $2,000,000 and an integral multiple of
         $200,000; and

                  (c)      the Company shall give the Administrative Agent not
         less than one full Business Day's prior oral or written notice of each
         prepayment of any Eurodollar Loans or CD Rate Loans, or any portion
         thereof, and notice to the Administrative Agent not less than 9:00
         a.m. (New York, New York time) on the same day of the prepayment of
         Alternate Base Rate Loans, or any portion thereof, proposed to be made
         pursuant to this Section 3.01, specifying the aggregate principal
         amount of the Loans to be prepaid and the prepayment date; provided,
         however, with respect to each oral notice of a prepayment, the Company
         shall deliver promptly (and in any event, no later than two Business
         Days after the giving of such oral notice) to the Administrative Agent
         a confirmatory written notice of such proposed prepayment. The
         Administrative Agent shall promptly notify the Banks of the principal
         amount to be prepaid and the prepayment date. Notice of such
         prepayment shall be irrevocable and having been given as aforesaid,
         the principal amount specified in such notice, together with accrued
         and unpaid interest thereon to the date of prepayment,


<PAGE>   44

                                                                             38


         shall become due and payable on such prepayment date, and the
         provisions of Section 2.01(f) shall be applicable. The Company shall
         have no optional right to prepay the principal amount of any Loan
         other than as provided in this Section 3.01.

                  SECTION 3.02.     Required Prepayments. (a) If the Company
shall reduce or terminate the respective Commitments of the Banks pursuant to
Section 4.04, it will prepay to each Bank on the effective date of any such
reduction or termination:

                  (i)      in the case of a reduction of the Commitments, that
         part of such unpaid principal amount outstanding of the Revolving
         Loans and the Discretionary Loans held by such Bank that exceeds the
         amount of the Commitment of such Bank immediately after such
         reduction, minus such Bank's Swingline Loan Exposure; and

                  (ii)     in the case of termination of the Commitments, the
         entire unpaid principal amount of the Revolving Loans and the
         Discretionary Loans, as applicable;

together, in each case, with accrued and unpaid interest on the amount being so
prepaid and all other amounts accrued and owing under this Agreement on such
date.

                  (b) (i)  If on any Borrowing Date the sum of the principal
amount outstanding of the Loans (other than Swingline Loans), and Swingline
Loan Exposure of any Bank shall exceed the Commitment of such Bank, the Company
shall promptly pay to such Bank an amount equal to such excess, together with
accrued and unpaid interest on the amount so prepaid and all other amounts
accrued and owing under this Agreement on such date; and

                  (ii)     As of any date on which the Company or any Restricted
Subsidiary sells, assigns, transfers or otherwise disposes of any Property
(other than dispositions of inventory in the ordinary course of business or
sales or transfers of Capital Stock or assets to the Company or a Restricted
Subsidiary), if either (i) the ratio of Total Debt, as of the date of the
balance sheet most recently delivered pursuant to Section 8.02, to Pro Forma
EBITDA, for the four consecutive fiscal quarter period ended on the date of
such balance sheet, is in excess of a ratio equal to the Leverage Ratio
required to be maintained at such


<PAGE>   45

                                                                             39


time under Section 8.01 less .5 (the "Mandatory Prepayment Ratio") or (ii) the
Company is not in compliance with its obligations under Section 8.02, then 50%
of the Net Cash Proceeds of such sale, assignment, transfer or disposition
shall be immediately applied, on a pro-rata basis between this Agreement and
the Facility B Credit Agreement, to the prepayment of the Utilized Loans, and
the Commitments under this Agreement shall be reduced by such amount so
prepaid, to the extent required in order that after such application the ratio
of (i) Total Debt as of such balance sheet date minus the amount of Net Cash
Proceeds so applied to (ii) Pro Forma EBITDA for such four consecutive fiscal
quarter period would be less than the Mandatory Prepayment Ratio; provided that
if in connection with the disposition of any such Property the Company shall
advise the Administrative Agent that it intends to use the Net Cash Proceeds of
such disposition to acquire Cash Flow Producing Assets to be owned by the
Company or a Restricted Subsidiary, then (i) the Commitments will not be
reduced as required by this Section 3.02(b) to the extent the amount prepaid or
a portion thereof shall have been reborrowed within 12 months after the date of
such disposition and used to acquire Cash Flow Producing Assets, and (ii)
during such 12 month period an amount of the Commitments equal to the amount so
prepaid will be restricted and the Company will be entitled to reborrow such
amount as provided herein only upon a certification to the Administrative Agent
that the proceeds of such borrowing will be promptly applied to acquire such
Cash Flow Producing Assets. Notwithstanding the foregoing, such prepayment will
not be required in the event and for so long as such Net Cash Proceeds are held
by a "qualified intermediary" (as defined in ss. 1.103(k)-1(g)(4)(iii) of
Title 26 of the Code of Federal Regulations) pursuant to a like kind exchange
as provided for by ss. 1031 of the Internal Revenue Code of 1986; provided,
however, that this sentence shall in no way limit or otherwise affect the
Company's obligations under this Section 3.02(b) to reduce the Commitments by
the amount of such prepayment of such Net Cash Proceeds in the event the notice
and reinvestment provisions set forth above are not complied with.

                  (c)      As of any date on which the Company or any Restricted
Subsidiary on a consolidated basis incurs Debt other than Debt incurred under
this Agreement, if either (i) the ratio of Total Debt, as of the date of the
balance sheet most recently delivered pursuant to Section 8.02 on a pro forma
basis giving effect to such incurrence and any use of the proceeds thereof to
repay Debt reflected on such


<PAGE>   46

                                                                             40


balance sheet, to Pro Forma EBITDA, for the four consecutive fiscal quarter
period ended on the date of such balance sheet, is in excess of the Mandatory
Prepayment Ratio, or (ii) the Company is not in compliance with its obligations
under Section 8.02, then 50% of the Net Cash Proceeds of such Debt shall be
immediately applied, on a pro-rata basis between this Agreement and the
Facility B Credit Agreement, to the prepayment of the Utilized Loans, and the
Commitments under this Agreement shall be reduced by the amount so prepaid, to
the extent required in order that after such application the ratio of (i) Total
Debt as of such balance sheet date minus the amount of Net Cash Proceeds so
applied to (ii) Pro Forma EBITDA for such four consecutive fiscal quarter
period would be less than the Mandatory Prepayment Ratio; provided, however,
that prepayments and reductions required under this Section 3.02(c) shall be
made only at such time as the aggregate amount of payments and reductions
required but not made shall equal an amount not less than $40,000,000, at which
time Loans shall be prepaid and Commitments reduced in such aggregate amount.

                  (d)      Notwithstanding the foregoing, (i) no prepayment
shall be required under Section 3.02(b) with respect to an aggregate of
$10,000,000 or less of Net Cash Proceeds and (ii) in the event any prepayment
required by Section 3.02(b) to be made under this Agreement and the Facility B
Credit Agreement shall be in an amount less than $5,000,000, such prepayment
may be deferred until the aggregate amount of the prepayments deferred in
reliance on this provision and the corresponding provision of the Facility B
Credit Agreement shall exceed $5,000,000, at which time all such prepayments
shall be promptly made and the Commitments correspondingly reduced. In the
event any prepayment required by Section 3.02(b) or (c) with respect to any
Loan would become due on a date that is not an Interest Payment Date and as a
result thereof the Company would incur liabilities under Section 2.01(f), then
(A) at the Company's option, if the next Interest Payment Date for such Loan
would occur within 90 days of the date on which such prepayment is otherwise
due, such prepayment may be made on such Interest Payment Date and (B) if the
next Interest Payment Date for such Loan would not occur within 90 days of such
date on which such prepayment is due, the Company shall make such prepayment to
the Administrative Agent on the due date; provided, however, that interest
shall continue to accrue on any Loan so prepaid and shall be paid by the
Company to the Administrative Agent on the applicable Interest Payment Date,
and, so long as no


<PAGE>   47

                                                                             41


Default or Event of Default shall occur or shall have occurred and be
continuing, the Administrative Agent shall hold the proceeds of such prepayment
for the benefit of the Banks, in an interest bearing account, until such time
as such proceeds can be applied towards payment of the Loans in accordance with
the provisions of this Agreement without resulting in any liability to the
Company under Section 2.01(f). All interest which may accrue on such amounts so
held in escrow shall be held by the Administrative Agent for the benefit of the
Company.

                  (e)      All prepayments made pursuant to the provisions of
this Section 3.02 shall be applied, first, towards payment of all Alternate
Base Rate Loans, as the Company directs, and secondly, and subject to the
provisions of Section 2.01(f), towards payment of the appropriate amount of CD
Rate Loans and Eurodollar Loans, as the Company directs.

                  SECTION 3.03.     Interest Payment Date. The Company shall
repay the principal amount of each CD Rate Loan and Eurodollar Rate Loan on the
last day of the Interest Period for such Loan, or if earlier, the Maturity
Date; provided that the Company may reborrow in accordance with Section 2.01(a)
or Section 2.06 for the purpose of refinancing any Loan made thereunder. All
principal payments of Loans shall be accompanied by accrued and unpaid interest
on the principal amount being repaid to the date of payment.

                  SECTION 3.04.     Place, Etc. of Payments and Prepayments.
All payments and prepayments made in accordance with the provisions of this
Agreement in respect of the Commitment Fees and the Administrative Agent's fee
and of principal of and interest on the Revolving Loans shall be made to the
Administrative Agent in Dollars at its office at 270 Park Avenue, New York, New
York, 10017, in immediately available funds for the accounts of the Banks. The
Administrative Agent will promptly distribute to the Banks, in accordance with
each Bank's Pro Rata Share in immediately available funds, the amount of
principal, interest and Commitment Fees received by the Administrative Agent
for the account of the Banks, taking into account the effect of any
Discretionary Loans; provided that if interest shall accrue on any Loan at a
rate different from the rate applicable to any other Loan, payment and
distribution of interest shall be based on the respective accrual rates
applicable to such Loan. Any payment to the Administrative Agent for the
account of a Bank under this


<PAGE>   48

                                                                             42


Agreement shall constitute payment by the Company to such Bank of the amounts
so paid to the Administrative Agent, and any Loan or portions thereof so paid
shall not be considered outstanding for any purpose after the date of such
payment to the Administrative Agent.

                                  ARTICLE IV

                        Fees; Reduction of Commitments

                  SECTION 4.01.     Administration Fee. Until payment in full
of the Obligations and termination of the Commitments hereunder, the Company
agrees to pay to the Administrative Agent an administration fee pursuant to the
terms and conditions set forth in the Agent's Fee Letter.

                  SECTION 4.02.     Commitment Fees. The Company agrees to pay
to the Administrative Agent for the account of each Bank in Dollars, Commitment
Fees, computed on a daily basis of a year of 365 or 366 days, as the case may
be, from the date of this Agreement to and including the Maturity Date at a
rate per annum equal to the applicable Commitment Fee Rate from time to time in
effect on the daily average unused amount of the Commitment of such Bank
(taking into account all Revolving Loans and Discretionary Loans of such Bank
outstanding, but not the Swingline Exposure of such Bank, on the dates covered
by such calculation). Each such Commitment Fee shall be payable on or before
the 15th day following each Quarterly Date and on the Maturity Date or on such
earlier date as the Commitment of such Bank shall terminate pursuant to the
terms of this Agreement.

                  SECTION 4.03.     Utilization Fees. The Company agrees to pay
to the Administrative Agent for the account of each Bank (ratably in accordance
with the outstanding Loans (other than Swingline Loans) and Swingline Exposures
of the Banks), in Dollars, a utilization fee ("Utilization Fee") (i) equal to
0.10% times the sum of the aggregate principal amount of the outstanding Loans
for any date on which the sum of the outstanding aggregate principal amount of
the (a) Loans plus (b) loans under the Facility B Credit Agreement (such sum,
the "Utilized Loans") is greater than the sum of 33 1/3% of the (x) Total
Commitment hereunder plus (y) aggregate amount of the commitments of the
lenders under the Facility B Credit Agreement (such sum, the "Aggregate
Commitments") but less than or equal to 66 2/3% of the Aggregate Commitments,
and (ii) equal to 0.15%


<PAGE>   49

                                                                             43


times the aggregate amount of the outstanding Loans for any date on which the
amount of the Utilized Loans exceeds 66 2/3% of the Aggregate Commitments. Any
Utilization Fee accrued during any quarter will be payable, on a 360-day basis,
on the last business day of such quarter.

                  SECTION 4.04.     Reduction or Termination of Commitments.
The Company may at any time or from time to time reduce ratably in proportion
to their respective Commitments and Swingline Commitments or terminate in
whole, the respective Commitments and Swingline Commitments of the Banks
hereunder by giving not less than three full Business Days' prior written
notice to such effect to the Administrative Agent; provided that any partial
reduction shall be in an aggregate amount of not less than $5,000,000 and an
integral multiple of $1,000,000; provided, further, that the Commitments may
not be reduced to an amount less than the sum of the Swingline Exposure and the
aggregate principal amount of Loans outstanding at such time, unless
simultaneously therewith the Company shall make a prepayment in accordance with
Section 3.02(a) hereof. In the event of any prepayment of the Loans outstanding
hereunder pursuant to Section 3.02(b) or (c), the Commitments shall be ratably
reduced by the amount of such prepayment to the extent provided in Section
3.02(b) or (c). The Administrative Agent shall promptly notify each Bank of its
Pro Rata Share of and of the date of each reduction of the Commitments. After
each such reduction, the Commitment Fees and Utilization Fees owing to each
Bank shall be calculated upon the Commitment of such Bank as so reduced. In the
event of acceleration of the date on which any Loan is payable in accordance
with Article X, the Commitments hereunder of the Banks shall thereupon
automatically terminate without notice. Each reduction or any termination of
the Commitments, and each notice thereof, under this Agreement shall be
irrevocable.

                                   ARTICLE V

                            Application of Proceeds

                  The Company agrees that the proceeds of the Loans hereunder
shall be used by the Company for general corporate purposes (including
acquisitions) and to repay any amounts outstanding under the Existing Facility.


<PAGE>   50

                                                                             44


                                  ARTICLE VI

                        Representations and Warranties

                  The Company represents and warrants that:

                  SECTION 6.01.     Organization; Qualification; Subsidiaries.
The Company and each Restricted Subsidiary (a) is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, (b) has the organizational power to own its Properties and to
carry on its business as now conducted, and (c) is duly qualified as a foreign
corporation to do business and is in good standing in every jurisdiction where
failure to be duly qualified would result, in the aggregate, in a Materially
Adverse Effect. Attached hereto as Exhibit 6.01 is a correct and complete list
(determined in good faith by the Company) setting forth, as of date hereof: (i)
the name of and jurisdiction of organization of each Restricted Subsidiary,
(ii) the title and number of such outstanding shares of Capital Stock of each
Restricted Subsidiary, if any, owned by Persons other than the Company or any
Restricted Subsidiary and (iii) the name and address of each such other
Persons. All shares of Capital Stock of Restricted Subsidiaries owned by the
Company or any Restricted Subsidiary are owned thereby free and clear of all
liens, claims and encumbrances. No shares of Capital Stock of any Restricted
Subsidiary are owned by any Unrestricted Subsidiary.

                  SECTION 6.02.     Financial Statements. The Company has
furnished each Bank with the consolidated financial statements for the Company
and the Subsidiaries as at and for its fiscal year ended December 31, 1999,
accompanied by the opinion of Deloitte & Touche LLP, and quarterly consolidated
financial statements as at and for the period ended March 31, 2000. Such
statements have been prepared in conformity with GAAP consistently applied
throughout the period involved, except as may be explained in such opinion.
Such statements fairly present in all material respects the financial condition
of the Company and the Subsidiaries on a consolidated basis and the results of
its and their operations as at the dates and for the periods indicated. There
have been no events or occurrences which would, in the aggregate, have a
Materially Adverse Effect since December 31, 1999.

                  SECTION 6.03.     Actions Pending. Except as disclosed in
Exhibit 6.03 attached hereto, there are no


<PAGE>   51

                                                                             45


actions, suits or proceedings pending or, to the knowledge of the Company,
threatened against the Company or any Restricted Subsidiary before any court or
administrative agency or other governmental authority which could reasonably be
expected to in the aggregate result in any Materially Adverse Effect.

                  SECTION 6.04.     Default. Neither the Company nor any
Restricted Subsidiary is (a) in default under the provisions of any instrument
evidencing any Debt or any other liability, contingent or otherwise, or of any
agreement relating thereto or (b) in default under or in violation of any
order, writ, injunction or decree of any court, or in default under or in
violation of any order, regulation or demand of any governmental
instrumentality, other than for such defaults or violations under clauses (a)
and (b) above which taken in the aggregate do not and could not reasonably be
expected to result in any Materially Adverse Effect.

                  SECTION 6.05.     Title to Assets; Licenses; Intellectual
Property. (a) The Company and each Restricted Subsidiary (i) have good and
marketable title to their respective real property assets and (ii) good title
to their respective personal property assets, in each case subject to no liens,
security interests or other encumbrances except those permitted by Section
9.01.

                  (b)      Each of the Company and the Restricted Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights, patents,
licenses and other intellectual property material to its business, and the use
thereof by the Company and the Restricted Subsidiaries does not infringe upon
the rights of any other Person, except for any such infringements that, in the
aggregate, could not reasonably be expected to result in a Materially Adverse
Effect.

                  SECTION 6.06.     Payment of Taxes. The Company and each
Subsidiary have filed all Federal and all material state income and franchise
tax returns (or extensions therefor) required to be filed and have paid all
material taxes and all material assessments required to have been paid by it
(other than those the amount or validity of which are currently being contested
in good faith by appropriate proceedings and for which adequate reserves in
conformity with GAAP have been set aside on the books of the Company or the
Subsidiary, as applicable). The Company and its officers know of no claims by
any governmental
<PAGE>   52
                                                                             46


authority for any unpaid taxes which claims in the aggregate could reasonably
be expected to result in a Materially Adverse Effect.

                  SECTION 6.07.     Conflicting or Adverse Agreements or
Restrictions. Neither the Company nor any Restricted Subsidiary is a party to
any contracts or agreements or subject to any restrictions which in the
aggregate have a Materially Adverse Effect. Neither the execution nor delivery
of this Agreement nor compliance with the terms and provisions hereof or of any
instruments required hereby will be contrary to the provisions of, or
constitute a default under, (a) the charter or by-laws of the Company or any
Restricted Subsidiary or (b) any law or any regulation, order, writ, injunction
or decree of any court or governmental authority or any material agreement to
which the Company or any Restricted Subsidiary is a party or by which it is
bound or to which it is subject if such noncompliance or defaults referred to
in this clause (b) could reasonably be expected in the aggregate to have a
Materially Adverse Effect.

                  SECTION 6.08.     Purpose of Loans. Neither the Company nor
any Subsidiary is engaged principally, or as one of its important activities,
in the business of extending credit for the purpose of purchasing or carrying
Margin Stock. This Agreement and the transactions contemplated hereby comply in
all respects with Regulations U, T and X and all other regulations of the Board
of Governors of the Federal Reserve System. Neither the Company nor any agent
acting on its behalf has taken or will take any action which would cause this
Agreement to violate Regulation U, T or X or any other regulation of the Board
of Governors of the Federal Reserve System or to violate the Securities
Exchange Act of 1934, in each case as in effect now or as the same may
hereafter be in effect on the date of any Loan.

                  SECTION 6.09.     Authority; Validity. The Company has the
corporate power and authority to make and carry out this Agreement and the
transactions contemplated herein, to make the borrowings provided for herein
and to perform its obligations hereunder; and all such action has been duly
authorized by all necessary corporate proceedings on its part. This Agreement
has been duly and validly executed and delivered by the Company and constitutes
a valid and legally binding agreement of the Company, enforceable in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency
or other laws of general


<PAGE>   53
                                                                             47


application relating to or affecting the enforcement of creditors' rights and
general principles of equity.

                  SECTION 6.10.     Consents or Approvals. No order, consent,
approval, license, authorization or validation of any governmental authority
and no registration or filing with or notice to any governmental authority is
necessary to authorize or permit, or is required in connection with, the
execution and delivery of this Agreement, the making of borrowings pursuant
hereto or the performance of the obligations of the Company hereunder other
than the filing of this Agreement with the FCC and the consent of the FCC upon
the exercise of remedies hereunder to the extent such exercise would involve a
change of control of the Company or the transfer of any license, permit or
authorization issued by the FCC.

                  SECTION 6.11.     Compliance with Law. Neither the Company
nor any of the Restricted Subsidiaries are in violation of any Federal, state
or local laws or orders affecting the Company or any Subsidiary or any of their
respective businesses and operations which violations in the aggregate, could
reasonably be expected to have a Materially Adverse Effect. Neither the Company
nor any Restricted Subsidiary has failed to obtain any license, permit,
franchise, consent or authorization of any governmental authority necessary to
the ownership of its properties or the operation of its business, which failure
could reasonably be expected to have a Materially Adverse Effect.

                  SECTION 6.12.     ERISA. The Company and the Subsidiaries are
in compliance in all material respects with the applicable provisions of ERISA.
Neither the Company nor any Subsidiary, taken individually or in the aggregate,
has incurred any material accumulated funding deficiency within the meaning of
ERISA or Section 4971 of the Internal Revenue Code of 1986, as amended, or has
incurred any material liability to the Pension Benefit Guaranty Corporation
established under ERISA, or any successor thereto under ERISA (the "PBGC"), in
connection with any Plan other than a material accumulated funding deficiency
or any material liability that no longer exists or is no longer outstanding.

                  SECTION 6.13.     Investment Company Act. Neither the Company
nor any Subsidiary (i) is an investment company as that term is defined in the
Investment Company Act of 1940, (ii) directly or indirectly Controls or is
Controlled


<PAGE>   54
                                                                             48


by a company which is an investment company as that term is defined in the
Investment Company Act of 1940 or (iii) is otherwise subject to regulation
under the Investment Company Act of 1940.

                  SECTION 6.14.     Disclosure. All material information
furnished by or on behalf of the Company in writing to the Administrative Agent
or any Bank pursuant to the terms of this Agreement (a) in the Confidential
Information Memorandum dated June, 2000 or (b) after the date hereof and, in
either case, concerning the historical operations of the Company and the
Subsidiaries, did not or will not, as the case may be, when made, include any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were or are made, not materially misleading when made.

                  SECTION 6.15.     Insurance. The Company and each Restricted
Subsidiary maintains insurance of such types as is usually carried by
corporations of established reputation engaged in the same or similar
businesses and similarly situated with financially sound and reputable
insurance companies or associations (or, as to workers' compensation or similar
insurance, with an insurance fund or by self-insurance authorized by the
jurisdiction in which its operations are carried on) and in such amounts (and
with co-insurance and deductibles) as such insurance is usually carried by
corporations of established reputation engaged in the same or similar
businesses and similarly situated.

                  SECTION 6.16.     Environmental and Safety Matters. The
Company and each Restricted Subsidiary has complied in all material respects
with all Federal, state, local and other statutes, ordinances, orders,
judgments, rulings and regulations relating to environmental pollution or to
environmental regulation or control or to employee health or safety. To the
best knowledge of the Company's executive officers, neither the Company nor any
Restricted Subsidiary has received notice of any material failure so to comply.
The Company's and the Restricted Subsidiaries' plants do not manage any
hazardous wastes, hazardous substances, hazardous materials, toxic substances,
toxic pollutants or substances similarly denominated, as those terms or similar
terms are used in the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response Compensation and Liability Act, the Hazardous Materials
Transportation Act, the Toxic Substance


<PAGE>   55
                                                                             49


Control Act, the Clean Air Act, the Clean Water Act or any other applicable law
relating to environmental pollution or employee health and safety generally, in
violation in any material respect of any law or any regulations promulgated
pursuant thereto. The Company is aware of no events, conditions or
circumstances involving environmental pollution or contamination or employee
health or safety that could reasonably be expected to result in a Materially
Adverse Effect.

                                  ARTICLE VII

                                   Conditions

                  SECTION 7.01.     Conditions Precedent to Closing. The
effectiveness of this Agreement is subject to the satisfaction on the Closing
Date of the following conditions:

                  (a)      the Company shall have duly and validly executed and
         delivered to the Administrative Agent this Agreement;

                  (b)      the Administrative Agent shall have received on
         behalf of the Banks from Counsel for the Company, its opinion, dated
         the Closing Date, substantially in the form attached hereto as Exhibit
         7.01(b);

                  (c)      the Administrative Agent shall have received on
         behalf of the Banks an Officer's Certificate, dated the Closing Date,
         substantially in the form attached hereto as Exhibit 7.01(c);

                  (d)      no Default shall have occurred and be continuing or
         shall occur after giving effect to the Company's execution of this
         Agreement;

                  (e)      after giving effect to the Company's execution of
         this Agreement, the representations and warranties made by the Company
         in Article VI shall be true on and as of the Closing Date (other than
         those that expressly relate to an earlier date, in which case such
         representation or warranty shall be true as of such date);

                  (f)      no material adverse change shall have occurred in
         the business, properties, operations or financial condition of the
         Company and the


<PAGE>   56
                                                                             50


         Subsidiaries on a consolidated basis since December 31, 1999;

                  (g)      there shall not exist any litigation or regulatory
         proceedings or other legal or regulatory development, actual or
         threatened, that, in the good faith judgment of the Banks, could
         reasonably be expected to result in a Materially Adverse Effect;
         provided that solely for purposes of this clause (g), any litigation
         or regulatory proceeding or other legal or regulatory development
         shall be deemed to have a Materially Adverse Effect as contemplated
         above if, after giving effect to such proceeding or development on a
         pro forma basis over the succeeding twelve month period, a Default
         would occur hereunder;

                  (h)      the Administrative Agent shall have received from
         the Company certificates of appropriate officials as to the existence
         and good standing of the Company in its jurisdiction of incorporation
         and any and all jurisdictions where the Property owned or the business
         transacted by the Company makes such qualification necessary and where
         the failure to be so duly qualified would have a Materially Adverse
         Effect, all in form and substance satisfactory to the Administrative
         Agent and counsel for the Administrative Agent;

                  (i)      the Administrative Agent shall have received all
         such information as the Administrative Agent shall request concerning
         the insurance maintained by the Company described in Section 6.15
         hereof;

                  (j)      the Administrative Agent shall have received all
         fees and other amounts due and payable to the Administrative Agent and
         to the Banks on or prior to the Closing Date, including (i) such fees
         and amounts due and payable pursuant to the terms and conditions set
         forth in the Agent's Fee Letter and (ii) to the extent invoiced,
         reimbursement or payment of all reasonable out-of-pocket expenses
         required to be reimbursed or paid by the Company hereunder; and

                  (k)      on the date hereof, the Company shall have repaid,
         or shall repay from the initial Loans hereunder, in full the principal
         of all loans outstanding and other amounts accrued and not yet paid
         under the Existing Facility, and the Company shall have effectively
         terminated all the commitments then


<PAGE>   57
                                                                             51


     outstanding in accordance with Section 4.03 of the Existing Facility and
     replaced them with the Commitments as set forth in Schedule 2.01(a) hereto
     (and, solely for the purposes of permitting such termination, the notice
     requirements of Section 14.02 of the Existing Facility are hereby waived).

                  SECTION 7.02.     Conditions Precedent to Each Borrowing. The
obligation of the Banks to fund each Borrowing (including the initial
Borrowing) and of the Swingline Lenders to make Swingline Loans hereunder is
subject to the following (Borrowings that do not have the effect of increasing
the aggregate amount of Loans outstanding are subject only to (a) through (c),
below):

                  (a)      No Default shall have occurred and be continuing or
         shall occur after giving effect to such Borrowing and the application
         of the proceeds thereof, and each Borrowing shall be deemed to
         constitute a representation and warranty by the Company on the
         applicable Borrowing Date to such effect.

                  (b)      The Administrative Agent shall have received by
         telecopy, or otherwise, the Notice of Borrowing required by Section
         2.01(b).

                  (c)      The Company shall have delivered to the
         Administrative Agent and each Bank such certificates and other
         documents as are otherwise required under this Agreement.

                  (d)      After giving effect to such Borrowing and the
         application of the proceeds thereof, the representations and
         warranties contained in Article VI, other than the representations and
         warranties made by the Company in the last sentence of Section 6.02,
         and in Sections 6.03 and 6.04 or expressly relating to a prior date,
         in which case such representation or warranty shall be true as of such
         date, shall be true on and as of the particular Borrowing Date as
         though made on and as of such date and each such Borrowing shall be
         deemed to constitute a representation and warranty by the Company on
         the applicable Borrowing Date as to the matters set forth in Article
         VI (other than the representations and warranties made by the Company
         in the last sentence of Section 6.02, and in Sections 6.03 and 6.04).


<PAGE>   58
                                                                             52


                  (e)      Except as otherwise set forth therein, or in
         certificates accompanying such financial statements, the most recent
         financial statements delivered to the Banks pursuant to Section 8.02
         together with the reconciliation adjustments made thereto pursuant to
         Section 8.02(a)(ii) or Section 8.02(b)(ii), as the case may be, fairly
         present in all material respects the financial condition of the
         Company and the Restricted Subsidiaries on a consolidated basis and
         the results of its and their operations as at the dates and for the
         periods indicated. Each Borrowing shall be deemed to constitute a
         representation and warranty by the Company on the applicable Borrowing
         Date to such effect.

                                  ARTICLE VIII

                             Affirmative Covenants

                  The Company covenants and agrees that, until payment in full
of the Obligations and termination of the Commitments and Swingline Commitments
hereunder, the Company will:

                  SECTION 8.01.     Certain Financial Covenants. Maintain at
all times:

                  (a)      a Leverage Ratio as of the last day of and for any
         four consecutive fiscal quarter period ending during a period set
         forth below not in excess of the ratio set forth opposite such period:

<TABLE>
<CAPTION>

                     Period                              Ratio

         <S>                                          <C>
         Closing Date through
         December 30, 2001                            5.5 to 1.0

         December 31, 2001, through
         December 30, 2002                            5.25 to 1.0

         Thereafter                                   5.0 to 1.0
</TABLE>

                  (b)      an Interest Coverage Ratio for any four consecutive
fiscal quarter (commencing with such


<PAGE>   59
                                                                             53


         period ending on June 30, 2000) period of not less 2.0 to 1.0.

                  SECTION 8.02.     Financial Statements and Information.
Deliver to each of the Banks in duplicate:

                  (a)      as soon as available, and in any event within 90
         days, after the end of each fiscal year (i) a copy of the consolidated
         annual audited financial statements of the Company and the
         Subsidiaries for such fiscal year containing a balance sheet, an
         income statement, a statement of shareholders' equity and a
         consolidated statement of cash flows, all in reasonable detail,
         together with the unqualified opinion of Deloitte & Touche LLP or
         another independent certified public accountant of nationally
         recognized standing, that such statements have been prepared in
         accordance with GAAP, consistently applied, except as may be explained
         in such opinion, and fairly present in all material respects the
         financial condition of the Company and the Subsidiaries on a
         consolidated basis and the results of its and their operations as at
         the dates and for the periods indicated and (ii) a copy of the
         reconciliation sheet, certified by the chief financial officer of the
         Company, setting forth the adjustments required to the consolidated
         audited financial statements of the Company and the Subsidiaries
         referred to above in this paragraph (a) in order to arrive at the
         consolidated financial statements of the Company and the Restricted
         Subsidiaries;

                  (b)      as soon as available, and in any event within 60
         days, after the end of each of the first three quarterly accounting
         periods in each fiscal year (i) a copy of the consolidated unaudited
         financial statements of the Company and the Subsidiaries as at the end
         of such quarter and for the period then ended, containing a balance
         sheet, an income statement, a statement of shareholders' equity and a
         consolidated statement of cash flows, all in reasonable detail and
         certified by a financial officer of the Company to have been prepared
         in accordance with GAAP, consistently applied (subject to year end
         audit adjustments and except for the absence of footnotes), except as
         may be explained in such certificate, and as fairly presenting in all
         material respects the financial condition of the Company and the
         Subsidiaries on a consolidated basis and the results


<PAGE>   60
                                                                             54


         of its and their operations as at the dates and for the periods
         indicated and (ii) a copy of the reconciliation sheet, certified by
         the chief financial officer of the Company, setting forth the
         adjustments required to the consolidated quarterly financial
         statements of the Company and the Subsidiaries referred to above in
         this paragraph (b) in order to arrive at the consolidated financial
         statements of the Company and the Restricted Subsidiaries;

                  (c)      promptly after the filing thereof, copies of all
         statements and reports filed with the Securities and Exchange
         Commission other than Form S-8 registration statements and other
         reports relating to employee benefit plans, supplements to
         registration statements relating solely to the pricing of securities
         offerings for which registration statements were previously filed and
         delivered and Forms D;

                  (d)      promptly after any officer of the Company obtains
         knowledge of an Event of Default or Default, an Officer's Certificate
         specifying the nature of such Event of Default or Default, the period
         of existence thereof, and what action the Company has taken and
         proposes to take with respect thereto;

                  (e)      promptly upon the Company's or any Subsidiary's
         receipt thereof, copies of all notices received from the FCC regarding
         the termination, cancelation, revocation or taking of any other
         materially adverse action with respect to any Material FCC Licenses;
         and

                  (f)      promptly after request, such additional financial or
         other information as the Administrative Agent or any Bank acting
         through the Administrative Agent may reasonably request from time to
         time.

                  All financial statements specified in clauses (a) and (b)
above shall be furnished with comparative consolidated figures for the
corresponding period in the preceding year. Together with each delivery of
financial statements required by clauses (a) and (b) above, the Company will
deliver to each Bank (i) such schedules, computations and other information as
may be required to demonstrate that the Company is in compliance with its
covenants in Sections 8.01, 9.01(f), 9.02, 9.06 and 9.07 or reflecting any
non-compliance therewith as at the applicable date, and (ii) an Officer's
Certificate stating


<PAGE>   61
                                                                             55


that, to the knowledge of such officer, there exists no Event of Default or
Default, or, if to the knowledge of such officer, any such Event of Default or
Default exists, stating the nature thereof, the period of existence thereof,
and what action the Company has taken and proposes to take with respect
thereto. Together with each delivery of financial statements required by clause
(a) above, the Company will deliver to each Bank a written statement of said
accountants that, in making the audit necessary to the certification of such
financial statements, they have obtained no knowledge of any Event of Default
or Default, or, if such accountants shall have obtained knowledge of any Event
of Default or Default, they shall specify the nature and period of existence
thereof in such statement; provided that such accountants shall not be liable
directly or indirectly to any Bank for failure to obtain knowledge of any Event
of Default or Default; and provided, further, that in issuing such statement,
such accountants shall not be required to go beyond normal auditing procedures
conducted in connection with their opinion referred to above. Each Bank is
authorized to deliver a copy of any financial statement delivered to it to any
regulatory body having jurisdiction over it and to any other Person as may be
required by applicable law, rules and regulations.

                  SECTION 8.03.     Existence; Laws; Obligations. Maintain its
corporate existence, comply and cause the Subsidiaries to comply, in all
respects material to the business, properties, operations and financial
condition of the Company and the Restricted Subsidiaries on a consolidated
basis, with all applicable laws and regulations and pay and cause the
Restricted Subsidiaries to pay all taxes, assessments, governmental charges and
other obligations which if unpaid might become a lien against any material
portion of the Property of the Company or a Restricted Subsidiary, except such
obligations being contested in good faith by appropriate proceedings.

                  SECTION 8.04.     Notice of Litigation and Other Matters.
Promptly notify the Administrative Agent in writing of (i) any action, suit or
proceeding pending or to the knowledge of the Company threatened, before any
governmental authority (including any bankruptcy or similar proceeding by or
against the Company or any Restricted Subsidiary) which could reasonably be
expected to have a Materially Adverse Effect, (ii) any action or development
which could reasonably be expected to have a Materially Adverse Effect, (iii)
the failure of any Unrestricted Subsidiary to pay when due (after giving effect
to any


<PAGE>   62
                                                                             56


grace period permitted from time to time) any Debt of such Unrestricted
Subsidiary, the outstanding amount of which exceeds, singularly or in the
aggregate, $20,000,000, or the holder of which Debt declares, or may declare,
such Debt due prior to its stated maturity because of the occurrence of a
default or other event thereunder or with respect thereto and (iv) any
revocation, suspension or expiration of FCC licenses which, in the aggregate,
are material to the operations of the Company and the Restricted Subsidiaries
on a consolidated basis (the "Material FCC Licenses").

                  SECTION 8.05.     Books and Records. Maintain, and cause the
Subsidiaries to maintain, proper books of record and account in accordance with
GAAP, consistently applied.

                  SECTION 8.06.     Inspection of Property and Records. Permit
any Person designated in writing by the Administrative Agent, or any Bank (at
the expense of the Administrative Agent or such Bank) (i) to visit and inspect
any properties of the Company or any Restricted Subsidiary and discuss its and
their respective affairs and finances with its and their respective principal
officers and to inspect any corporate books and financial records of the
Company and any Restricted Subsidiary and (ii) from and after the occurrence of
an Event of Default, to make copies of and abstracts from the books and records
of account of the Company and the Restricted Subsidiaries, in each case all
upon reasonable prior notice and at such times as the Administrative Agent or
any Bank may reasonably request.

                  SECTION 8.07.     Maintenance of Property, Insurance. Cause
its Property and the Property of the Subsidiaries to be maintained, preserved
and protected and kept in good repair, working order and condition so as not to
materially and adversely affect the business carried on in connection therewith
and maintain, and cause the Subsidiaries to maintain, insurance with
responsible companies in such amounts and against such risks as is reasonably
deemed appropriate by the Company.

                  SECTION 8.08.     ERISA. Comply, and cause each Subsidiary to
comply, in all material respects with the applicable provisions of ERISA and
furnish to the Administrative Agent (i) as soon as possible, and in any event
within 30 days after the Company or a duly appointed administrator of a Plan
files or is required to file, with respect to any Plan, any notice of a
"reportable event" (as such term is defined in Section 4043 of ERISA) for which


<PAGE>   63
                                                                             57


the notice requirement has not been waived by the PBGC (provided that notice
shall be required for reportable events arising from the disqualification of a
Plan or the distress termination of a Plan (in accordance with ERISA Section
4041(c)) without regard to the waiver of notice provided by the PBGC by
regulation or otherwise), a statement of the chief financial officer of the
Company setting forth details as to such reportable event and the action which
the Company, or such Subsidiary, as the case may be, proposes to take with
respect thereto, together with a copy of the notice, if any, of such reportable
event given to the PBGC and (ii) promptly after receipt thereof, a copy of any
notice the Company, any Subsidiary or any member of the Controlled group of
corporations may receive from the PBGC relating to the intention of the PBGC to
terminate any Plan pursuant to Section 4042 of ERISA.

                  SECTION 8.09.     Maintenance of Business Lines. Maintain and
cause the Restricted Subsidiaries to maintain lines of business only in radio
broadcasting and related lines of business that are similar in scope to the
existing business lines and operations of the Company and the Restricted
Subsidiaries.

                  SECTION 8.10.     Restricted/Unrestricted Designation of
Subsidiaries. The Company will be permitted to designate a Restricted
Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a
Restricted Subsidiary by the delivery to the Administrative Agent of a written
notice certifying that all conditions set forth in this Section 8.10 are
satisfied as of the effective date of such designation, which certification
shall state the effective date of such designation and shall set forth the
computations and information as may be required to demonstrate that the Company
is in compliance with this Section 8.10 and shall be signed by a financial
officer of the Company; provided that (a) no Default or Event of Default shall
exist immediately before or after the effective date of any such designation
and the Company (other than with respect to designations of a Subsidiary
involved in, and in connection with, a merger, an acquisition of an entity or a
business or a joint venture in connection with any such transaction) shall be
in Pro Forma Compliance with respect to such designation; and (b) the Company
shall not designate as Unrestricted Subsidiaries during any period of 12
consecutive months Restricted Subsidiaries as to which the Attributable Amount
shall exceed 15% of Pro Forma EBITDA for the four consecutive fiscal quarter
period ended on the date of the


<PAGE>   64
                                                                             58


balance sheet most recently delivered pursuant to Section 8.02 excluding
therefrom the Attributable Amount of the Unrestricted Subsidiaries which have
been designated as Restricted Subsidiaries during such period. Promptly after
receiving any written notice from the Company regarding the designation thereby
of a Restricted Subsidiary or an Unrestricted Subsidiary, the Administrative
Agent will provide notice thereof to the Banks.

                  SECTION 8.11.     Compliance with Material FCC Licenses. The
Company will maintain, and will cause each Subsidiary to maintain, in full
force and effect at all times during the term of this Agreement, and will
materially comply with, and will cause each Subsidiary to materially comply
with, the terms and provisions of, the Material FCC Licenses.

                                   ARTICLE IX

                               Negative Covenants

                  Until payment in full of the Obligations and termination of
the Commitments and Swingline Commitments hereunder:

                  SECTION 9.01.     Mortgages, Etc. The Company will not and
will not permit any Restricted Subsidiary to create or permit to exist any
lien, encumbrance, or security interest (including the charge upon assets
purchased under a conditional sales agreement, purchase money mortgage,
security agreement, or other title retention agreement) upon any of its assets,
whether now owned or hereafter acquired, or assign or otherwise convey any
right to receive income, except:

                  (a)      liens for taxes, assessments, governmental charges
         and other obligations not yet due or which are being contested in good
         faith by appropriate proceedings and for which adequate reserves in
         conformity with GAAP have been set aside on the Company's books;

                  (b)      other liens, encumbrances and security interests
         incidental to the conduct of its business or the ownership of its
         assets which were not incurred in connection with the borrowing of
         money, and which do not in the aggregate materially detract from the
         value


<PAGE>   65
                                                                             59


of its assets or materially impair the use thereof in the operation of its
business;

                  (c)      liens and security interests on assets of a
         Restricted Subsidiary to secure obligations of such Restricted
         Subsidiary to the Company or a Wholly Owned Restricted Subsidiary;

                  (d)      liens and security interests existing on the date
         hereof which are (i) both (y) described in Exhibit 9.01(d) attached
         hereto and (z) reflected in the consolidated financial statements of
         the Company referred to in Section 6.02 and (ii) liens and security
         interests on Property that were existing at the time of the
         acquisition thereof by the Company or any Restricted Subsidiary or
         placed thereon to secure a portion of the purchase price thereof
         described in Exhibit 9.01(d);

                  (e)      liens and security interests on Property acquired
         after the date hereof existing at the time of acquisition thereof by
         the Company or any Restricted Subsidiary or placed thereon within one
         year of such acquisition to secure a portion of the purchase price
         thereof, provided that no such lien or security interest may encumber
         or cover any other Property of such Restricted Subsidiary, the Company
         or any other Restricted Subsidiary; and

                  (f)      other liens and security interests (in addition to
         those permitted pursuant to Section 9.01(e)) on Property of the
         Company and the Restricted Subsidiaries that secure Debt of the
         Company and the Restricted Subsidiaries in an amount which, when taken
         together with all other outstanding secured Debt incurred in reliance
         on this clause (f) and, without duplication, all outstanding Debt of
         Restricted Subsidiaries incurred in reliance on Section 9.07(b)
         ("Section 9.01(f) Debt"), does not at the time such lien or security
         interest comes into existence exceed 20% of Pro Forma EBITDA for the
         four consecutive fiscal quarter period ended on the date of the
         balance sheet most recently delivered pursuant to Section 8.02; and

                  (g)      liens, encumbrances and security interests on shares
         of Capital Stock of Unrestricted Subsidiaries.


<PAGE>   66
                                                                             60


                  SECTION 9.02.     Merger; Consolidation; Disposition of
Assets. The Company will not merge or consolidate with any Person unless the
Company shall be the continuing or surviving corporation and both before and
after giving effect to such merger or consolidation no Default or Event of
Default shall exist. The Company will not and will not permit any Restricted
Subsidiary to sell, lease or transfer or otherwise dispose of (whether in one
transaction or a series of transactions) any Cash Flow Producing Assets, other
than sales of inventory in the ordinary course of business and Capital Stock of
Unrestricted Subsidiaries to any Person and other than dispositions to the
Company and the Restricted Subsidiaries, unless both before and after giving
effect to such disposition no Default or Event of Default shall exist. The
Company will not and will not permit any Restricted Subsidiary to directly or
indirectly acquire (by purchase, merger or otherwise) any Property in any
transaction or series of transactions involving a purchase price in excess of
$10,000,000, unless both before and after giving effect to such acquisition no
Default or Event of Default shall exist.

                  SECTION 9.03.     Restricted Payments. If on any date either
(a) the ratio of Total Debt, as of the date of the balance sheet most recently
delivered pursuant to Section 8.02, to Pro Forma EBITDA (as reduced by the
amount of any payment, declaration, redemption or acquisition described below),
for the four consecutive fiscal quarter period ended on the date of such
balance sheet, is in excess of 4.5 to 1.0 or (b) the Company is not in
compliance with its obligations under Section 8.02, then the Company will not,
and will not permit any Restricted Subsidiary to, pay or declare dividends
(exclusive of (i) stock dividends and (ii) cash dividends paid by the
Subsidiaries to the Company or to Restricted Subsidiaries) or redeem or
acquire, directly or indirectly, any Capital Stock of the Company or such
Subsidiary or any warrant or option to purchase any such Capital Stock.

                  SECTION 9.04.     Limitation on Margin Stock. The Company
will not and will not permit any Subsidiary to own or acquire Margin Stock such
that at any time (a) Margin Stock of the Company and the Subsidiaries
represents more than 25% of the value of the assets of the Company and the
Subsidiaries on a consolidated basis that are subject to Section 9.01 or
Section 9.02, or (b) any Loan or Loans shall be in violation of Regulation U of
the Federal Reserve Board.


<PAGE>   67
                                                                             61


                  SECTION 9.05.     Transactions with Affiliates. The Company
will not, and will not permit any Restricted Subsidiary to, directly or
indirectly enter into any transaction or series of transactions, whether or not
in the ordinary course of business, with any Affiliate other than (a) of the
type specified in Section 9.06 that are not prohibited by such Section 9.06,
(b) transactions on terms and conditions substantially as favorable to the
Company or such Restricted Subsidiary as would be obtainable by the Company or
such Restricted Subsidiary at the time in comparable arm's length transactions
with Persons other than Affiliates, (c) transactions involving the Company and
the Restricted Subsidiaries exclusively, (d) any executive or employee
incentive or compensation plan, contract or other arrangement (including any
loans or extensions of credit in connection therewith) if such plan, contract
or arrangement is approved either by the stockholders of the Company (in
accordance with such voting requirements as may be applicable) or by the Board
of Directors of the Company at a meeting at which a quorum of disinterested
directors is present and (e) any tax sharing agreement with Cox Enterprises,
Inc., or its Affiliates, provided, however, that any such tax sharing agreement
shall apportion tax liabilities between or among the parties based on factors
customarily used in similar agreements to determine such apportionment.

                  SECTION 9.06.     Loans and Advances to and Investments in
Unrestricted Subsidiaries. At any time when (a) the Company shall not have
outstanding Index Debt that is investment grade rated by Moody's and S&P and
(b) the Leverage Ratio for the four consecutive fiscal quarter period most
recently ended exceeds (or would exceed on a pro forma basis after giving
effect to a transaction of the sort referred to in this Section 9.06 as if it
had occurred at the beginning of such period and as if loans, investments,
capital contributions and other investments are deductions to EBITDA) 4.5 to
1.0, the Company will not and will not permit any Restricted Subsidiary to make
any loan or advance to, or make any capital contribution to or other investment
in, any Unrestricted Subsidiary unless (i) in the case of a loan, advance,
capital contribution or other investment, such loan, advance, capital
contribution or other investment is on terms which are no less favorable to the
Company or such Restricted Subsidiary, as the case may be, than would obtain in
a comparable arm's length transaction with an unaffiliated Person, and (ii) in
each case at the time of the making of any such loan, advance, capital
contribution or investment no Default or Event of


<PAGE>   68
                                                                             62


Default has occurred and is continuing and after giving effect to such loan,
advance, capital contribution or investment no Default or Event of Default
would occur.

                  SECTION 9.07.     Debt. The Company will not permit any
Restricted Subsidiary to create, incur or suffer to exist any Debt except:

                  (a)      Debt outstanding on the date hereof which is both (i)
described on Exhibit 9.07(a) attached hereto and (ii) reflected in the
consolidated financial statements of the Company referred to in Section 6.02;
and

                  (b)      additional Debt in an amount which, when taken
together with all other outstanding Debt incurred in reliance on this clause (b)
and, without duplication, all outstanding Debt of the Company and the Restricted
Subsidiaries secured by liens incurred in reliance on clause (g) of Section
9.01, does not at the time it is incurred exceed 20% of Pro Forma EBITDA for the
four consecutive fiscal quarter period ended on the date of the balance sheet
most recently delivered pursuant to Section 8.02.

                                   ARTICLE X

                               Events of Default

                  Upon (i) the occurrence of any Event of Default specified in
Sections 10.10, 10.11, 10.12 or 10.13, (x) the unpaid principal amount of, and
all accrued but unpaid interest on, all Loans outstanding (including all
Discretionary Loans) and any other amounts payable hereunder shall
automatically become immediately due and payable without presentment, demand,
protest, notice of intent to accelerate or other notice of any kind to the
Company, all of which are hereby expressly waived and (y) the obligation of the
Banks to make Loans hereunder shall immediately terminate and (ii) the
occurrence and during the continuance of any other Event of Default and upon
the written request of the Majority Banks, the Administrative Agent shall, by
notice to the Company, (x) declare the obligation of the Banks to make Loans
hereunder to be immediately terminated, and the same shall forthwith be
terminated, and/or (y) declare all Loans then outstanding (including all
Discretionary Loans) and any other amounts payable hereunder to be, and the
same shall forthwith become, immediately due and payable without presentment,
demand, protest, notice of intent to accelerate or other


<PAGE>   69
                                                                             63


notice of any kind to the Company, all of which are hereby expressly waived. An
Event of Default will occur if:

                  SECTION 10.01.    Failure To Pay Principal or Interest. The
Company does not pay or prepay any principal of any Loan on the date due
(whether at stated maturity, by acceleration, by notice of prepayment, under
Section 2.01, 3.01 or 3.02 or otherwise) or the Company does not pay or prepay
any interest on any Loan (a) on or before five days after actual receipt of
oral or written notice from the Administrative Agent, or the applicable Bank
with respect to any Discretionary Loan, as to the amount of interest due, but
in no event shall the Company be required to pay or prepay any such interest
prior to the date due, or (b) within 10 days after the due date thereof if no
notice is actually received by the Company from the Administrative Agent with
respect to the amount of interest due; or

                  SECTION 10.02.    Failure To Pay Other Sums. The Company does
not pay any sums (other than payments of principal and interest on any Loan
covered by Section 10.01) payable to the Administrative Agent or any Bank under
the terms of this Agreement within 10 days after the date due (or, in the case
of administration fees payable to the Administrative Agent pursuant to Section
4.01 or the Commitment Fees, L/C Participation Fees or Utilization Fees payable
to the Administrative Agent for the account of each Bank pursuant to Section
4.02, 10 days after written notice of nonpayment has been received by the
Company from the Administrative Agent or any Bank); or

                  SECTION 10.03.    Failure To Pay Other Debt. (a) The Company
or any Restricted Subsidiary does not pay when due any other Debt of the
Company or any Restricted Subsidiary, the outstanding amount of which exceeds,
singularly or in the aggregate, $25,000,000, in respect of which any applicable
grace period has expired; or (b) the Company or any Restricted Subsidiary shall
otherwise default under any other Debt of the Company or any Restricted
Subsidiary (or any other event shall have occurred that would cause, or give
the holders thereof the right to cause, such Debt to become due prior to the
maturity thereof), the outstanding amount of which exceeds, singularly or in
the aggregate, $25,000,000, in respect of which any applicable notice has been
given and such Debt has been declared or become due prior to any maturity
thereof; provided that during the continuance of any applicable grace period
with respect thereto, such event shall constitute a Default (but not an Event
of Default) hereunder; or


<PAGE>   70
                                                                             64


                  SECTION 10.04.    Misrepresentation or Breach of Warranty.
(i) Any representation or warranty made by the Company herein when made or
deemed made by the Company pursuant hereto shall be incorrect in any material
respect or (ii) any other information (other than projections and similar
forward-looking information) provided by the Company pursuant to this Agreement
after the date hereof, shall, when made, include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they are made,
not materially misleading; or

                  SECTION 10.05.    Violation of Certain Covenants. The Company
violates any covenant, agreement or condition contained in Article V or Section
8.01 or Section 8.02(d) or Article IX; or

                  SECTION 10.06.     Violation of Other Covenants, Etc. The
Company violates any other covenant, agreement or condition contained herein
and such violation shall not have been remedied within 30 days after written
notice has been received by the Company from the Administrative Agent or any
Bank; or

                  SECTION 10.07.    Undischarged Judgment. Final judgment for
the payment of money in excess of $25,000,000 (which judgment is not covered by
insurance, subject to normal deductible amounts) shall be rendered against the
Company or any Restricted Subsidiary and the same shall remain undischarged for
a period of 30 days during which period execution shall not be effectively
stayed; or

                  SECTION 10.08.    ERISA. (a) A "reportable event" (as such
term is defined in Section 4043 of ERISA) shall have occurred with respect to
any Plan with respect to which a statement by the chief financial officer of
the Company is required to be submitted under Section 8.08 and within 30 days
after the reporting of any such reportable event to the Administrative Agent,
the Administrative Agent shall have notified the Company in writing that the
Majority Banks have made a reasonable determination that, on the basis of such
reportable event, there is a substantial likelihood that such Plan will be
terminated by the PBGC or (b) the PBGC has instituted proceedings to terminate
any Plan and the effect of either of the foregoing would reasonably be expected
to have a Materially Adverse Effect; or


<PAGE>   71
                                                                             65


                  SECTION 10.09.    Change of Control. A Change of Control
shall have occurred; or

                  SECTION 10.10.    Assignment for Benefit of Creditors or
Nonpayment of Debts. The Company or any Restricted Subsidiary makes an
assignment for the benefit of creditors or is generally not paying its debts as
such debts become due; or

                  SECTION 10.11.    Voluntary Bankruptcy. The Company or any
Restricted Subsidiary petitions or applies to any tribunal for or consents to
the appointment of, or taking possession by, a trustee, receiver, custodian,
liquidator or similar official, of the Company or any Restricted Subsidiary, or
of any substantial part of the assets of the Company or any Restricted
Subsidiary, or commences any case or proceedings relating to the Company or any
Restricted Subsidiary under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or other liquidation law of any
jurisdiction; or

                  SECTION 10.12.    Involuntary Bankruptcy. An involuntary
proceeding is commenced or an involuntary petition is filed in a court of
competent jurisdiction seeking (i) relief in respect of the Company or any
Restricted Subsidiary, or of a substantial part of the Property or assets of
the Company or a Restricted Subsidiary, under Title 11 of the United States
Code, as now constituted or hereafter amended, or any other Federal or state
bankruptcy, insolvency, receivership or similar law or (ii) the appointment of
a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Company or any Restricted Subsidiary or for a substantial part of the
Property or assets of the Company or Restricted Subsidiary; and such proceeding
or petition shall continue undismissed for 60 days or an order or decree
approving or ordering any of the foregoing shall be entered; or

                  SECTION 10.13.    Dissolution. Any order is entered in any
proceeding against the Company or any Restricted Subsidiary decreeing the
dissolution or split-up of the Company or such Restricted Subsidiary, and such
order remains unstayed and in effect for 60 days.
<PAGE>   72
                                                                             66


                                  ARTICLE XI

                     Modifications, Amendments or Waivers

                  Any of the provisions of this Agreement may from time to time
be modified or amended by, or waived with the written consent of, the Majority
Banks; provided that no such waiver, modification or amendment may be made
which will:

                  (a)      Reduce or increase the amount or alter the term of
         the Commitment of any Bank hereunder, other than as permitted by
         Section 4.04, without the prior written consent of such Bank; or

                  (b)      Extend the stated maturity of or the time for
         payment of interest on any Loan or the time for payment of any fee, or
         waive an Event of Default with respect to payment of any principal,
         interest, or fee, or reduce the principal amount of or the rate of
         interest on any Loan, or reduce the amount of any fee, or otherwise
         affect the terms of payment of any such fee, without the prior written
         consent of each affected Bank; or

                  (c)      Change the definition of Majority Banks without the
         prior written consent of all the Banks; or

                  (d)      Waive, modify or amend the provisions of this
         Article XI, Section 13.07(a) or any other provision of this Agreement
         requiring the ratable distribution of payments among the Banks without
         the prior written consent of all the Banks;

                  (e)      Waive, modify or amend the provisions of Article XII
         without the prior written consent of the Administrative Agent and the
         Majority Banks, or waive, modify or amend any provisions of this
         Agreement affecting the rights or obligations of the Swingline Lenders
         without the prior written consent of each Swingline Lender.

                  No failure or delay on the part of the Administrative Agent
or any Bank in exercising any right, power or remedy hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy or any abandonment or discontinuance of steps to enforce such a
power, right or remedy preclude any other or further exercise thereof or the
exercise of any other power, right or remedy hereunder. The remedies provided
for in this Agreement are cumulative


<PAGE>   73

                                                                             67


and not exclusive of any remedies provided by law or in equity. No modification
or waiver of any provision of this Agreement or consent to any departure by the
Company therefrom shall in any event be effective unless the same shall be in
writing, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to or demand
on the Company in any case shall entitle the Company to any other or further
notice or demand in similar or other circumstances.

                                  ARTICLE XII

                           The Administrative Agent

                  SECTION 12.01.    Appointment of Administrative Agent. Each
of the Banks irrevocably appoints and authorizes the Administrative Agent to
act on its behalf under this Agreement, and to exercise such powers hereunder
as are specifically delegated to or required of the Administrative Agent by the
terms hereof, together with such powers as may be reasonably incidental
thereto. As to any matters not expressly provided for by this Agreement, the
Administrative Agent shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall
be fully protected in so acting or refraining from acting) upon the
instructions of the Majority Banks, and such instructions shall be binding upon
all Banks; provided, however, that the Administrative Agent shall not be
required to take any action which exposes the Administrative Agent to personal
liability or which is contrary to this Agreement or applicable law.

                  SECTION 12.02.    Indemnification of Administrative Agent.
The Administrative Agent shall not be required to take any action hereunder or
to prosecute or defend any suit in respect of this Agreement, unless
indemnified to its reasonable satisfaction by the Banks against loss, cost,
liability and expense. If any indemnity furnished to the Administrative Agent
shall become impaired, it may call for additional indemnity and cease to do the
acts indemnified against until such additional indemnity is given. In addition,
the Banks agree to indemnify the Administrative Agent (to the extent not
reimbursed by the Company), ratably according to the respective principal
amounts of the Loans then held by each of them (or if no Loans are at the time
outstanding, ratably according to the respective amounts of their Commitments),
from and against


<PAGE>   74

                                                                             68


any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against the
Administrative Agent in any way relating to or arising out of this Agreement or
any action taken or omitted by the Administrative Agent under this Agreement,
provided that no Bank shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent's gross
negligence or wilful misconduct.

                  SECTION 12.03.    Limitation of Liability. Neither the
Administrative Agent nor any of its directors, officers, employees, attorneys
or agents shall be liable for any action taken or omitted by it or them
hereunder, or in connection herewith, (i) with the consent or at the request of
the Majority Banks, or (ii) in the absence of its or their own gross negligence
or wilful misconduct. Without limitation of the generality of the foregoing
(but subject to the immediately preceding clause (ii)), the Administrative
Agent: (v) may consult with legal counsel (including Counsel for the Company),
independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such Counsel, accountants or experts; (w) makes
no warranty or representation to any Bank and shall not be responsible to any
Bank for any statements, warranties or representations made in or in connection
with this Agreement; (x) shall not have any duty to ascertain or to inquire as
to the performance or observance of any of the terms, covenants or conditions
of this Agreement, or to inspect the Property (including the books and records)
of the Company; (y) shall not be responsible to any Bank for the due execution,
legality, validity, enforceability and genuineness of this Agreement, or any
other instrument or document furnished pursuant hereto; and (z) shall incur no
liability under or in respect of the Agreement by acting upon any notice or
consent (whether oral or written and whether by telephone, telegram, cable or
facsimile), certificate or other instrument or writing (which may be by
telegram, cable or facsimile) believed by it to be genuine and communicated,
signed or sent by the proper Person or Persons.

                  SECTION 12.04.    Independent Credit Decision. Each Bank
agrees that it has relied solely upon its independent review of the financial
statements of the Company and all other representations and warranties made by
the Company


<PAGE>   75

                                                                             69


herein or otherwise in making the credit decisions preliminary to entering into
this Agreement and agrees that it will continue to rely solely upon its
independent review of the facts and circumstances of the Company in making
future decisions with respect to this Agreement and the Loans. Each Bank agrees
that it has not relied and will not rely upon the Administrative Agent or any
other Bank respecting the ability of the Company to perform its obligations
pursuant to this Agreement.

                  SECTION 12.05.    Rights of Chase. With respect to its
Commitments, Swingline Commitments, participations in the Loans made by it,
Chase shall have the same rights and powers under this Agreement as any other
Bank and may exercise the same as though it were not the Administrative Agent;
and the term "Bank" or "Banks" shall, unless otherwise expressly indicated,
include Chase in its individual capacity. Chase and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, and generally
engage in any kind of business with, the Company, any of the Subsidiaries and
any Person or entity who may do business with or own securities of any of them
or of their subsidiaries, all as if Chase were not the Administrative Agent and
without any duty to account therefor to the Banks.

                  SECTION 12.06.    Successor to the Administrative Agent. The
Administrative Agent may resign at any time as Administrative Agent under this
Agreement, by giving 30 days' prior written notice thereof to the Banks and the
Company and may be removed as Administrative Agent under this Agreement, at any
time with or without cause by the Company and the Majority Banks. Upon any such
resignation or removal, the Company (with the consent of the Majority Banks)
shall have the right to appoint a successor Administrative Agent thereunder. If
no successor Administrative Agent shall have been so appointed by the Company
(with the consent of the Majority Banks), and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent's giving of
notice of resignation or the Majority Banks' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Banks, appoint a successor Administrative Agent, which shall be a
commercial bank organized under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$1,000,000,000. Upon the acceptance of any appointment as Administrative Agent
under this Agreement by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to


<PAGE>   76

                                                                             70


and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations under this Agreement. After any
retiring Administrative Agent's resignation or removal as Administrative Agent
under this Agreement, the provisions of this Article XII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

                                 ARTICLE XIII

                                 Miscellaneous

                  SECTION 13.01.    Payment of Expenses. Any provision hereof
to the contrary notwithstanding, and whether or not the transactions
contemplated by this Agreement shall be consummated, the Company agrees to pay
on demand (i) all reasonable costs and expenses of the Administrative Agent in
connection with the preparation, execution and delivery of this Agreement and
all amendments hereto (including waivers hereunder and workouts with respect to
Loans hereunder) and the other instruments and documents to be delivered
hereunder or with respect to any amendment hereto, including the reasonable
fees and out-of-pocket expenses of any counsel for the Administrative Agent
with respect thereto; provided, however, that so long as no Default or Event of
Default has occurred and is continuing, such reasonable counsel expenses shall
be limited to the reasonable expenses of one counsel for the Administrative
Agent, (ii) all reasonable increases in costs and expenses of the
Administrative Agent and the Banks or any Bank (including reasonable counsel
fees and expenses, including reasonable allocated costs of in-house legal
counsel to the Administrative Agent or any Bank), if any, in connection with
the administration of this Agreement after the occurrence of a Default or Event
of Default and so long as the same is continuing and (iii) all reasonable costs
and expenses of the Administrative Agent and the Banks or any Bank (including
reasonable counsel fees and expenses, including reasonable allocated costs of
in-house legal counsel to the Administrative Agent or any Bank), if any, in
connection with the enforcement of this Agreement and the other instruments and
documents to be delivered hereunder. The obligations of the Company under this
Section 13.01 shall survive the termination of this Agreement and the payment
of the obligations hereunder.


<PAGE>   77

                                                                             71


                  SECTION 13.02.    Notices. The Administrative Agent or any
Bank giving consent or notice to the Company provided for hereunder (other than
in connection with any Discretionary Loans) shall notify each Bank and the
Administrative Agent thereof. In the event that any Bank shall transfer any
Loan in accordance with Section 13.07(c), it shall immediately so advise the
Administrative Agent which shall be entitled to assume conclusively that no
transfer of any Loan has been made by any Bank unless and until the
Administrative Agent receives written notice to the contrary. Except as
otherwise specifically permitted by this Agreement with respect to oral Notices
of Borrowing or oral notices regarding the payment of interest under Section
10.01, notices and other communications provided for herein shall be in writing
(including telegraphic, facsimile or cable communication) and shall be
delivered, mailed, telegraphed, transmitted or cabled addressed to the
addresses set forth on Exhibit 13.02 attached hereto (or, as to the Company or
the Administrative Agent, at such other address as shall be designated by such
party to the other parties in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Company and the Administrative Agent). All notices and
other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given upon receipt,
in each case addressed to such party as provided in this Section 13.02 or in
accordance with the latest unrevoked direction from such party. The
Administrative Agent and the Banks may at any time waive any requirement for
notice hereunder.

                  SECTION 13.03.    Setoff. If one or more Events of Default as
defined herein shall occur, any Bank or commercial bank which is owed any
obligation hereunder (a "Depositary") shall have the right, in addition to all
other rights and remedies available to it, and is hereby authorized, to the
extent permitted by applicable law, at any time and from time to time, during
the continuance of such Event of Default without notice to the Company (any
such notice being hereby expressly waived by the Company), to setoff and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness (whether or not then due and payable)
at any time owing by the Depositary to or for the credit or the account of the
Company, against any of or all the Obligations of the Company now or hereafter
existing under this Agreement irrespective of whether or not the Depositary
shall have made any demand for satisfaction of


<PAGE>   78

                                                                             72


such Obligations and although such Obligations may be unmatured. Each Depositary
agrees to notify the Company and the Administrative Agent promptly after any
such setoff and application, provided that the failure to give such notice shall
not affect the validity of such setoff and application. The rights of each
Depositary under this Section are in addition to other rights and remedies
(including other rights of setoff which such Depositary may have hereunder or
under any applicable law). Each Depositary agrees that (i) if it shall exercise
any such right of banker's lien, setoff, counterclaim or similar right pursuant
hereto, it will apply the proceeds thereof to the payment of Loans outstanding
hereunder and (ii) if it shall through the exercise of a right of banker's lien,
setoff, counterclaim or otherwise obtain payment of a proportion of the Loans
held by it in excess of the proportion of the Loans of each of the other
Depositaries being paid simultaneously, it shall be deemed to have
simultaneously purchased from each other's Depositary a participation in the
Loans owed to such other Depositaries so that the amount of unpaid Loans and
participations therein held by all Depositaries shall be proportionate to the
original principal amount of the Loans owed to them, and in each case it shall
promptly remit to each such Depositary the amount of the participation thus
deemed to have been purchased. The Company expressly consents to the foregoing
arrangements, and in furtherance thereof, agrees that at such time as an Event
of Default hereunder has occurred, the Administrative Agent shall provide to
each Bank a schedule setting forth the Commitment of each Bank hereunder to
permit each Bank to correctly determine the portion which its Commitment
hereunder bears to the aggregate of all Commitments hereunder. If all or any
portion of any such excess payment is thereafter recovered from the Depositary
which received the same, the purchase provided for herein shall be deemed to
have been rescinded to the extent of such recovery, without interest.

                  SECTION 13.04.    Indemnity and Judgments. The Company agrees
to indemnify the Administrative Agent and each of the Banks and each of their
respective directors, officers, employees, agents, attorneys, advisors,
Controlling Persons and Affiliates from and hold each harmless against any and
all losses, costs, liabilities, claims, damages and expenses incurred by any of
the foregoing Persons (collectively, the "Indemnified Liabilities"), including
reasonable attorneys' fees, settlement costs, court costs and other legal
expenses, arising out of or by reason of any investigation, litigation, claim
or proceeding related to or arising out


<PAGE>   79

                                                                             73


of any participation in, or any action or omission in connection with this
Agreement (and, with respect to Chase and CSI and each of their officers,
directors, employees and Affiliates, any action or omission in connection with
the Commitment Letter dated as of June 23, 2000 (the "Commitment Letter"), by
and among the Company and such parties) or any Loan by a Bank hereunder or to
any use or proposed use to be made by the Company or any Subsidiary of the
Loans and to the extent that the Indemnified Liabilities arise out of or by
reason of claims made by Persons other than the Administrative Agent or any
Bank; provided that no such Person shall be entitled to be indemnified and held
harmless against any such Indemnified Liabilities arising out of or by reason
of the gross negligence or wilful misconduct of such Person. The parties
acknowledge that the indemnification provisions set forth in the Commitment
Letter shall be superseded by this Section 13.04.

                  SECTION 13.05.    Interest. Anything in this Agreement to the
contrary notwithstanding, the Company shall never be required to pay unearned
interest on any Loan and shall never be required to pay interest on any Loan at
a rate in excess of the Highest Lawful Rate, and if the effective rate of
interest which would otherwise be payable under this Agreement would exceed the
Highest Lawful Rate, or if any Bank shall receive any unearned interest or
shall receive monies that are deemed to constitute interest which would
increase the effective rate of interest payable under this Agreement to a rate
in excess of the Highest Lawful Rate, then (i) in lieu of the amount of
interest which would otherwise be payable under this Agreement, the Company
shall pay the Highest Lawful Rate, and (ii) any unearned interest paid by the
Company or any interest paid by the Company in excess of the Highest Lawful
Rate shall be credited on the principal of such Loan, and, thereafter, refunded
to the Company. It is further agreed that, without limitation of the foregoing,
all calculations of the rate of interest contracted for, charged or received by
any Bank under this Agreement that are made for the purpose of determining
whether such rate exceeds the Highest Lawful Rate applicable to such Bank (such
Highest Lawful Rate being such Bank's "Maximum Permissible Rate"), shall be
made, to the extent permitted by usury laws applicable to such Bank (now or
hereafter enacted), by amortizing, prorating and spreading in equal parts
during the period of the full stated term of the Loans all interest at any time
contracted for, charged or received by such Bank in connection therewith. If at
any time and from time to time (y) the amount of interest


<PAGE>   80

                                                                             74


payable to any Bank on any date shall be computed at such Bank's Maximum
Permissible Rate pursuant to this Section 13.05 and (z) in respect of any
subsequent interest computation period the amount of interest otherwise payable
to such Bank would be less than the amount of interest payable to such Bank
computed at such Bank's Maximum Permissible Rate, then the amount of interest
payable to such Bank in respect of such subsequent interest computation period
shall continue to be computed at such Bank's Maximum Permissible Rate until the
total amount of interest payable to such Bank shall equal the total amount of
interest which would have been payable to such Bank if the total amount of
interest had been computed without giving effect to this Section.

                  SECTION 13.06.    Governing Law; Submission to Jurisdiction;
Venue. (a) THIS AGREEMENT AND OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH
SHALL BE DEEMED TO BE CONTRACTS AND AGREEMENTS EXECUTED BY THE COMPANY, THE
ADMINISTRATIVE AGENT AND THE BANKS UNDER THE LAWS OF THE STATE OF NEW YORK AND
OF THE UNITED STATES AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND GOVERNED BY, THE LAWS OF SAID STATE AND OF THE UNITED STATES. Without
limitation of the foregoing, nothing in this Agreement shall be deemed to
constitute a waiver of any rights which any Bank may have under applicable
Federal law relating to the amount of interest which such Bank may contract
for, take, receive or charge in respect of any Loans, including any right to
take, receive, reserve and charge interest at the rate allowed by the laws of
the state where such Bank is located. Any legal action or proceeding with
respect to this Agreement may be brought in the courts of the State of New York
sitting in New York City or of the United States for the Southern District of
New York, and by execution and delivery of this Agreement, the Company hereby
irrevocably accepts for itself and in respect of its Property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts. The
Company further irrevocably consents to the service of process out of any of
the aforementioned courts in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to the Company
at its address for notices pursuant to Section 13.02, such service to become
effective 15 days after such mailing. Nothing herein shall affect the right of
the Administrative Agent or any Bank to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
the Company in any other jurisdiction.


<PAGE>   81

                                                                             75


                  (b)      The Company irrevocably waives any objection which
it may now or hereafter have to the laying of venue of any of the aforesaid
actions or proceedings arising out of or in connection with this Agreement
brought in the courts referred to in clause (a) above and hereby further
irrevocably waives and agrees not to plead or claim in any such court that any
such action or proceeding brought in any such court has been brought in an
inconvenient forum.

                  SECTION 13.07.    Survival of Representations and Warranties;
Binding Effect; Assignment. (a) All representations, warranties and covenants
contained herein or made in writing by the Company in connection herewith shall
survive the execution and delivery of this Agreement, and will bind and inure
to the benefit of the respective successors and assigns of the parties hereto,
whether so expressed or not. This Agreement shall become effective when it
shall have been executed by the Company, the Administrative Agent and each of
the Banks, and thereafter shall be binding upon and inure to the benefit of the
Company, the Administrative Agent and the Banks and each of their respective
successors and assigns, except that the Company shall not have the right to
assign its rights or obligations hereunder or any interest herein without the
prior written consent of each Bank.

                  (b)      Each Bank may grant participations to one or more
other banks or other Persons in or to all or any part of its rights and
obligations under this Agreement (including all or a portion of its Commitment
or Swingline Commitment) pursuant to such participation agreements and
certificates as are customary in the banking industry; provided, however, that
(i) such Bank's obligations under this Agreement (including its Commitment and
Swingline Commitment to the Company hereunder) shall remain unchanged, (ii)
such Bank shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Company the Administrative Agent
and the other Banks shall continue to deal solely and directly with such Bank
in connection with such Bank's rights and obligations under this Agreement,
including such Bank's rights under Article XI hereof. In connection with any
such participation, each Bank may deliver such financial information concerning
the Company and the Subsidiaries to permit such participant to make an informed
and independent credit decision concerning such participation; provided,
however, each such Bank shall obtain from each such participant an agreement to
the effect that all such information delivered to it in connection with such
participation shall be considered


<PAGE>   82

                                                                             76


confidential and shall not be further distributed or delivered to any other
Person except any regulatory body having jurisdiction over such participant or
to any director, officer, employee, Affiliate or representative (including
accountants and attorneys acting for such participants) or as may otherwise be
required by legal process or applicable law, rules and regulations. Upon
request of the Company, each Bank shall give prompt notice to the Company of
each such participation to banks or other Persons that are not Affiliates of
such Bank identifying each such participant and the interest acquired by each
such participant. This Agreement shall not be construed so as to confer any
right or benefit upon any Person, including any Person acquiring a
participation in any Loan, other than the parties to this Agreement, except
that any Person acquiring a participation shall be entitled to the benefits
conferred upon the Banks by Section 2.01(f)-(g) (provided that such Person
shall have complied with the requirements of Section 2.03 and that the cost to
the Company is not in excess of what such cost would have been had such
participation not been granted).

                  (c)      Subject (except in the case of assignments to Bank
Affiliates) to the prior written consent of the Company (which consent shall
not be unreasonably withheld) and the Administrative Agent, each Bank may
assign to a bank or other Person a portion of its rights and obligations under
this Agreement (including a portion of its Commitment and Swingline
Commitment); provided, however, that (i) each such assignment shall be of a
constant, and not a varying, percentage of all the assigning Bank's rights and
obligations under this Agreement and shall be in an amount equal to or greater
than $5,000,000 of the assigning Bank's Commitment and Swingline Commitment
(except in the case of assignments to Affiliates of any Bank or unless
otherwise agreed by the Company) and (ii) the parties to each such assignment
shall execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance in substantially the
form of Exhibit 13.07(c) attached hereto (the "Assignment and Acceptance"),
together with a processing and recordation fee of $3,500; provided, however,
that such recordation fee shall not be payable if such transfer is made
pursuant to Sections 2.01(e) or (g)(vi), and provided, further, that any
consent of the Company required under this paragraph shall not be required if
an Event of Default has occurred and is continuing. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance, which effective date shall be


<PAGE>   83

                                                                             77


the date on which such Assignment and Acceptance is accepted by the
Administrative Agent, (x) the assignee thereunder shall be a party hereto and,
to the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, have the rights and obligations of
a Bank under this Agreement and (y) the Bank assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released from
its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Bank's rights
and obligations under this Agreement, such Bank shall cease to be a party
hereto).

                  (d)      Notwithstanding anything to the contrary contained
herein, any Bank (a "Granting Bank") may grant to a special purpose funding
vehicle (an "SPC"), identified as such in writing from time to time by the
Granting Bank to the Administrative Agent and the Company, the option to
provide to the Company all or any part of any Loan that such Granting Bank
would otherwise be obligated to make to the Company pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to
make any Loan and (ii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, the Granting Bank
shall be obligated to make such Loan pursuant to the terms hereof. The making
of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank
to the same extent, and as if, such Loan were made by such Granting Bank. Each
party hereto hereby agrees that no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Bank). In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof. In addition, notwithstanding anything to the
contrary contained in this Section 13.07(c) or Section 13.07(d), any SPC may
(i) with notice to, but without the prior written consent of, the Company and
the Administrative Agent and without paying any processing fee therefor, assign
all or a portion of its interests in any Loan to the Granting Bank or to any
financial institutions


<PAGE>   84

                                                                             78


(consented to by the Company and Administrative Agent) providing liquidity
and/or credit support to or for the account of such SPC to support the funding
or maintenance of Loans and (ii) disclose on a confidential basis any
non-public information relating to its Loans to any rating agency, commercial
paper dealer or provider of any surety, guarantee or credit or liquidity
enhancement to such SPC. This Section may not be amended without the written
consent of the SPC.

                  (e)      By executing and delivering an Assignment and
Acceptance, the Bank assignor thereunder and the assignee thereunder confirm to
and agree with each other and the other parties hereto as follows: (i) other
than as provided in such Assignment and Acceptance, such assigning Bank makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of any other instrument or document furnished pursuant
thereto, (ii) such assigning Bank makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Company or the performance or observance by the Company of any of its
respective obligations under this Agreement, (iii) such assignee confirms that
it has received a copy of this Agreement, together with copies of the financial
statements referred to in Sections 6.02 and 8.02 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance, (iv) such assignee will,
independently and without reliance upon the Administrative Agent, such
assigning Bank or any other Bank and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement, (v) such
assignee appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto, and (vi) such assignee agrees that
it will perform in accordance with its terms all the obligations which by the
terms of this Agreement are required to be performed by it as a Bank.

                  (f)      The Administrative Agent shall maintain at its
address referred to in Section 13.02 a copy of each Assignment and Acceptance
delivered to and accepted by it


<PAGE>   85

                                                                             79


and a register for the recordation of the names and addresses of the Banks and
the Commitment and any Swingline Commitment of, and principal amount of the
Loans owing to, each Bank from time to time (the "Register"). The entries in
the Register shall be conclusive and binding for all purposes, absent
demonstrable error, and the Company, the Administrative Agent and the Banks may
treat each Person whose name is recorded in the Register as a Bank hereunder
for all purposes of this Agreement. The Register shall be available for
inspection by the Company or any Bank at any reasonable time and from time to
time upon reasonable prior notice.

                  (g)      Upon its receipt of an Assignment and Acceptance
executed by an assigning Bank, the Administrative Agent shall, if such
Assignment and Acceptance has been completed and is in substantially the form
of Exhibit 13.07(c) attached hereto, (i) accept such Assignment and Acceptance,
(ii) record the information contained therein in the Register and (iii) give
prompt notice thereof to the Company.

                  (h)      Notwithstanding any other provision in this
Agreement, any Bank may at any time, without the consent of the Company, assign
all or any portion of its rights under this Agreement (including the Loans) in
favor of any Federal Reserve Bank in accordance with Regulation A of the Board
of Governors of the Federal Reserve System; provided that no such assignment
shall release a Bank from any of its obligations hereunder or substitute any
such Federal Reserve Bank for such Bank as a party hereto. In order to
facilitate such an assignment to a Federal Reserve Bank, the Company shall, at
the request of the assigning Bank, duly execute and deliver to the assigning
Bank a promissory note or notes evidencing the Loans made to the Company by the
assigning Bank hereunder.

                  SECTION 13.08.    Counterparts. This Agreement may be
executed in several counterparts, and by the parties hereto on separate
counterparts. When counterparts executed by all the parties shall have been
delivered to the Administrative Agent, this Agreement shall become effective,
and at such time the Administrative Agent shall notify the Company and each
Bank. Each counterpart, when so executed and delivered, shall constitute an
original instrument, and all such separate counterparts shall constitute but
one and the same instrument.

                  SECTION 13.09.    Severability. Should any clause, sentence,
paragraph or section of this Agreement be


<PAGE>   86

                                                                             80


judicially declared to be invalid, unenforceable or void, such decision will
not have the effect of invalidating or voiding the remainder of this Agreement,
and the parties hereto agree that the part or parts of this Agreement so held
to be invalid, unenforceable or void will be deemed to have been stricken
herefrom and the remainder will have the same force and effectiveness as if
such part or parts had never been included herein.

                  SECTION 13.10.    Descriptive Headings. The section headings
in this Agreement have been inserted for convenience only and shall be given no
substantive meaning or significance whatever in construing the terms and
provisions of this Agreement.

                  SECTION 13.11.    Representation of the Banks. Each Bank
hereby represents and warrants that it is not relying upon any Margin Stock as
collateral in extending or maintaining the credit to the Company represented by
this Agreement.

                  SECTION 13.12.    Final Agreement of the Parties. This
Agreement (including the Exhibits hereto) represents the final agreement
between the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties. There are no oral
agreements between the parties.

                  SECTION 13.13.    Waiver of Jury Trial. THE COMPANY, THE
ADMINISTRATIVE AGENT AND EACH BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION OR PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT AND
FOR ANY COUNTERCLAIM THEREIN.


<PAGE>   87

                                                                             81


                  IN WITNESS WHEREOF this Agreement has been executed by the
duty authorized signatories of the parties hereto in several counterparts all
as of the day and year first above written.


                                        COX RADIO, INC.,

                                          by
                                                 /s/ Richard J. Jacobson
                                                 ------------------------------
                                                 Name: Richard J. Jacobson
                                                 Title: Treasurer


                                        THE CHASE MANHATTAN BANK,
                                        Individually and as Administrative
                                        Agent,

                                          by
                                                 /s/ Constance M. Coleman
                                                 ------------------------------
                                                 Name: Constance M. Coleman
                                                 Title: Vice President


                                        BANK OF AMERICA, N.A.,
                                        Individually and as Syndication
                                        Agent,

                                          by
                                                 /s/ Patrick Honey
                                                 ------------------------------
                                                 Name: Patrick Honey
                                                 Title: Vice President


                                        CITIBANK, N.A., Individually and
                                        as Documentation Agent,

                                          by

                                                 /s/ Maureen Maroney
                                                 ------------------------------
                                                 Name: Maureen Maroney
                                                 Title: Vice President


<PAGE>   88

                                                                             82


                                        ABN AMRO BANK N.V.,

                                          by
                                                 /s/ Ann Schwalbenberg
                                                 ------------------------------
                                                 Name: Ann Schwalbenberg
                                                 Title: Vice President

                                          by

                                                 /s/ Francis O'R. Logan
                                                 ------------------------------
                                                 Name: Francis O'R. Logan
                                                 Title: Senior Vice
                                                          President


                                        THE BANK OF NEW YORK,

                                          by

                                                 /s/ John C. Lambert
                                                 ------------------------------
                                                 Name: John C. Lambert
                                                 Title: Vice President


                                        COMMERZBANK AG NEW YORK AND GRAND
                                        CAYMAN BRANCHES,

                                          by

                                                 /s/ Brian J. Campbell
                                                 ------------------------------
                                                 Name: Brian J. Campbell
                                                 Title: Vice President

                                          by

                                                 /s/ W. David Suttles
                                                 ------------------------------
                                                 Name: W. David Suttles
                                                 Title: Vice President


                                        CREDIT SUISSE FIRST BOSTON,

                                          by

                                                 /s/ Tom Muoio
                                                 ------------------------------
                                                 Name: Tom Muoio
                                                 Title: Vice President

                                          by

                                                 /s/ Vitaly Butenko
                                                 ------------------------------
                                                 Name: Vitaly Butenko
                                                 Title: Asst. Vice President



<PAGE>   89

                                                                             83


                                        THE DAI-ICHI KANGYO BANK, LTD.,

                                          by

                                                 /s/ Nancy Stengel
                                                 ------------------------------
                                                 Name: Nancy Stengel
                                                 Title: Vice President


                                        DRESDNER BANK AG, NEW YORK AND
                                        GRAND CAYMAN BRANCHES,

                                          by

                                                 /s/ Brian Schneider
                                                 ------------------------------
                                                 Name: Brian Schneider
                                                 Title: Assistant Vice
                                                          President

                                          by

                                                 /s/ Constance Loosemore
                                                 ------------------------------
                                                 Name: Constance Loosemore
                                                 Title: Assistant Vice
                                                          President


                                        FIRST UNION NATIONAL BANK,

                                          by

                                                 /s/ Jeffrey M. Graci
                                                 ------------------------------
                                                 Name: Jeffrey M. Graci
                                                 Title: Director

                                        FLEET NATIONAL BANK,

                                          by

                                                 /s/ Tanya M. Crossley
                                                 ------------------------------
                                                 Name: Tanya M. Crossley
                                                 Title: Vice President


<PAGE>   90

                                                                             84


                                        BAYERISCHE HYPO-UND VEREINSBANK AG
                                        NEW YORK BRANCH,

                                          by

                                                 /s/ Eric N. Pelletier
                                                 ------------------------------
                                                 Name: Eric N. Pelletier
                                                 Title: Director

                                          by

                                                 /s/ Cheryl K. Chiappetta
                                                 ------------------------------
                                                 Name: Cheryl K. Chiappetta
                                                 Title: Associate Director


                                        THE INDUSTRIAL BANK OF JAPAN,
                                        LIMITED,

                                          by

                                                 /s/ James W. Masters
                                                 ------------------------------
                                                 Name: James W. Masters
                                                 Title: Senior Vice
                                                          President


                                        MORGAN GUARANTY TRUST COMPANY OF
                                        NEW YORK,

                                          by

                                                 /s/ Robert Bottamedi
                                                 ------------------------------
                                                 Name: Robert Bottamedi
                                                 Title: Vice President


                                        THE SUMITOMO BANK, LTD.,

                                          by

                                                 /s/ Leo E. Pagarigan
                                                 ------------------------------
                                                 Name: Leo E. Pagarigan
                                                 Title: Vice President


                                        SUNTRUST BANK,

                                          by

                                                 /s/ Thomas C. Palmer
                                                 ------------------------------
                                                 Name: Thomas C. Palmer
                                                 Title: Director


<PAGE>   91

                                                                             85


                                        WACHOVIA BANK, N.A.,

                                          by

                                                 /s/ J. Timothy Toler
                                                 ------------------------------
                                                 Name: J. Timothy Toler
                                                 Title: Senior Vice
                                                          President


                                        WESTDEUTSCHE LANDESBANK
                                        GIROZENTRALE, NEW YORK BRANCH,

                                          by

                                                 /s/ Lucie L. Guernsey
                                                 ------------------------------
                                                 Name: Lucie L. Guernsey
                                                 Title: Director

                                          by

                                                 /s/ Barry S. Wadler
                                                 ------------------------------
                                                 Name: Barry S. Wadler
                                                 Title: Associate