<PAGE>


                                                                    Exhibit 10.1

                                                                [EXECUTION COPY]


                                  $150,000,000

                                CREDIT AGREEMENT

                                    -AMONG-

                           REGENT BROADCASTING, INC.,
                                  AS BORROWER


                          REGENT COMMUNICATIONS, INC.,
                        AS PARENT COMPANY AND GUARANTOR


                         THE SEVERAL LENDERS FROM TIME
                        TO TIME PARTY TO THIS AGREEMENT


                              FLEET NATIONAL BANK,
                            AS ADMINISTRATIVE AGENT


                              FLEET NATIONAL BANK,
                               AS ISSUING LENDER

                         US BANK, NATIONAL ASSOCIATION,
                              AS SYNDICATION AGENT

                                     -AND-

                      WACHOVIA BANK, NATIONAL ASSOCIATION

                                     -AND-

                                 SUNTRUST BANK,
                           AS CO-DOCUMENTATION AGENTS

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

                             FLEET SECURITIES INC.,
                                AS LEAD ARRANGER

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

                           DATED AS OF: JUNE 30, 2003



<PAGE>


                                TABLE OF CONTENTS

<TABLE>

<S>                                                                                                <C>
ARTICLE I. DEFINITIONS..............................................................................1
         1.1.   Defined Terms.......................................................................1
         1.2.   Use of Defined Terms................................................................33

         1.3.   Cross-References....................................................................34
         1.4.   Accounting and Financial Determinations.............................................34
         1.5.   General Provisions Relating to Definitions..........................................34

ARTICLE II. THE CREDIT FACILITIES...................................................................34
         2.1.   Amounts and Terms of Commitments....................................................34
         2.2.   Loan Accounts; Notes................................................................35
         2.3.   Requests for Borrowings.............................................................35
         2.4.   Interest Elections for all Borrowings...............................................36
         2.5.   Reduction and Termination of Commitments............................................37
         2.6.   Voluntary Prepayments...............................................................39
         2.7.   Mandatory Prepayments...............................................................39
         2.8.   Repayments of Principal.............................................................41
         2.9.   Fees................................................................................43
         2.10.  Computation of Fees and Interest....................................................43
         2.11.  Interest............................................................................43
         2.12.  Payments by the Borrower; Pro Rata Treatment; etc...................................44
         2.13.  Payments by Lenders to the Administrative Agent.....................................45
         2.14.  Sharing of Payments; etc............................................................45
         2.15.  Incremental Facilities..............................................................46

ARTICLE III. THE LETTERS OF CREDIT..................................................................47
         3.1.   Letter of Credit Subfacility........................................................47
         3.2.   Issuance, Amendment and Renewal of Letters of Credit................................48
         3.3.   Participations, Drawings and Reimbursement..........................................50
         3.4.   Repayment of Participation..........................................................51
         3.5.   Role of Issuing Lender..............................................................51
         3.6.   Obligations Absolute................................................................52
         3.7.   Cash Collateral Pledge..............................................................53
         3.8.   Letter of Credit Fees...............................................................53

ARTICLE IV.  TAXES, YIELD PROTECTION AND ILLEGALITY.................................................54
         4.1.   Taxes...............................................................................54
         4.2.   Illegality..........................................................................55
         4.3.   Increased Costs and Reductions of Return............................................56
         4.4.   Funding Losses......................................................................57
         4.5.   Inability to Determine Rates........................................................57
         4.6.   Reserves on Eurodollar Loans........................................................58
         4.7.   Certificates of Lenders.............................................................58
         4.8.   Change of Lending Office............................................................58

ARTICLE V. CONDITIONS PRECEDENT.....................................................................58
         5.1.   Conditions to Making First Credit Extensions........................................58
                  5.1.1. Execution and Delivery of this Agreement and Notes.........................58
                  5.1.2. Guaranty Agreement; Collateral Documents...................................58
                  5.1.3. Other Loan Documents; etc..................................................59
</TABLE>

<PAGE>

                                      -ii-
<TABLE>

<S>                                                                                                <C>
                  5.1.4. Termination of Existing Credit Facilities; etc.............................59
                  5.1.5. Financial Statements.......................................................59
                  5.1.6. Certificates of Insurance..................................................60
                  5.1.7. Resolutions; etc...........................................................60
                  5.1.8. Certificates of Good Standing; etc.........................................60
                  5.1.9. No Materially Adverse Effect; etc..........................................61
                  5.1.10. Ancillary Documents; Affiliate Transactions; etc..........................61
                  5.1.11. Minimum Consolidated Adjusted EBITDA; Compliance Certificate..............61
                  5.1.12. Fees and Expenses.........................................................61
                  5.1.13. Legal Opinions of Counsel.................................................62
         5.2.   All Credit Extensions...............................................................62
                  5.2.1.  Compliance with Warranties; No Default; etc...............................62
                  5.2.2.  Borrowing Request; Interest Election Request..............................62
                  5.2.3.  Legality of Transactions..................................................62
                  5.2.4.  Satisfactory Legal Form; etc..............................................62

ARTICLE VI.REPRESENTATIONS AND WARRANTIES...........................................................63
         6.1.   Corporate Existence and Power; etc..................................................63
         6.2.   Corporate Authorization; etc........................................................63
         6.3.   Governmental Authorization..........................................................63
         6.4.   Binding Effect......................................................................64
         6.5.   Collateral Documents................................................................64
         6.6.   No Default..........................................................................64
         6.7.   Use of Proceeds; Margin Regulations.................................................65
         6.8.   Financial Statements; etc...........................................................65
         6.9.   Materially Adverse Effect...........................................................65
         6.10.  Existing Indebtedness, Liens and Investments; etc...................................65
         6.11.  Transactions with Affiliates........................................................66
         6.12.  Corporate Structure; etc............................................................66
         6.13.  Title to Properties.................................................................66
         6.14.  Intellectual Property Rights; etc...................................................67
         6.15.  Litigation..........................................................................67
         6.16.  Compliance with Applicable Law; etc.................................................67
         6.17.  Governmental Regulation.............................................................67
         6.18.  Taxes...............................................................................67
         6.19.  ERISA...............................................................................68
         6.20.  Environmental Liabilities...........................................................68
         6.21.  Labor Controversies.................................................................68
         6.22.  FCC Authorizations..................................................................68

ARTICLE VII. AFFIRMATIVE COVENANTS..................................................................69
         7.1.   Financial Information; etc..........................................................69
         7.2.   Compliance Certificates; Other Information..........................................70
         7.3.   Notices.............................................................................70
         7.4.   Maintenance of Corporate Existence; etc.............................................71
         7.5.   Foreign Qualification; etc..........................................................71
         7.6.   Payment of Taxes; etc...............................................................71
         7.7.   Maintenance of Property; Insurance..................................................71
         7.8.   Compliance with Laws; etc...........................................................71
         7.9.   Books and Records...................................................................72
</TABLE>

<PAGE>
                                     -iii-
<TABLE>

<S>                                                                                                <C>
         7.10.  Use of Proceeds.....................................................................72
         7.11.  Interest Rate Protection............................................................72
         7.12.  Identification of Subsidiaries; Provision of Collateral.............................73
         7.13.  Further Assurances..................................................................74

ARTICLE VIII. NEGATIVE COVENANTS....................................................................74
         8.1.   Limitations on Lines of Business....................................................74
         8.2.   Indebtedness........................................................................74
         8.3.   Liens...............................................................................75
         8.4.   Financial Covenants.................................................................76
         8.5.   Consolidations, Mergers, Sales; etc.................................................77
         8.6.   Investments and Acquisitions........................................................78
         8.7.   Restricted Payments.................................................................79
         8.8.   Limitations on Hedge Agreements.....................................................81
         8.9.   Limitations on Restrictive Agreements...............................................81
         8.10.  Transactions with Affiliates........................................................81
         8.11.  Sale of Capital Stock; etc..........................................................82
         8.12.  Change of Control...................................................................83
         8.13.  Limitations on Optional Payments; etc...............................................83
         8.14.  Modification of other Ancillary Documents; etc......................................83
         8.15.  Maintenance of Separateness.........................................................83
         8.16.  Use of Credits; Compliance with Margin Regulations..................................84

ARTICLE IX. EVENTS OF DEFAULT.......................................................................84
         9.1.   Events of Default...................................................................84
                  9.1.1.   Non-Payment of Obligations...............................................84
                  9.1.2.   Non-Performance of Certain Obligations...................................84
                  9.1.3.   Non-Performance of Other Obligations.....................................84
                  9.1.4.   Breach of Representation or Warranty.....................................85
                  9.1.5. Cross-Default..............................................................85
                  9.1.6.   Insolvency; Voluntary Proceedings........................................85
                  9.1.7.   Involuntary Proceedings..................................................85
                  9.1.8. ERISA......................................................................85

                  9.1.9.  Judgments.................................................................85
                  9.1.10.  Change of Control........................................................86
                  9.1.11.  Guaranty Agreement.......................................................86
                  9.1.12.  Collateral Documents.....................................................86
                  9.1.13.  Main Station Licenses....................................................86
         9.2.   Remedies............................................................................87

ARTICLE X. THE ADMINISTRATIVE AGENT AND OTHER AGENTS................................................88
         10.1.  Appointment and Authorization.......................................................88
         10.2.  Delegation of Duties................................................................89
         10.3.  Liability of Administrative Agent...................................................89
         10.4.  Reliance by Administrative Agent....................................................89
         10.5.  Notice of Default...................................................................90
         10.6.  Credit Decisions....................................................................90
         10.7.  Indemnification.....................................................................91
         10.8.  Administrative Agent in its Individual Capacity.....................................91
         10.9.  Successor Administrative Agent......................................................92
         10.10. Collateral Documents and Guaranty Agreement.........................................92
</TABLE>

<PAGE>
                                      -iv-
<TABLE>

<S>                                                                                                <C>
         10.11. Other Agents........................................................................93

ARTICLE XI.  SUCCESSORS AND SSIGNS..................................................................93
         11.1.  General Conditions..................................................................93

         11.2.  Assignments.........................................................................93

         11.3.  Register............................................................................94

         11.4.  Participations......................................................................94
         11.5.  Payments to Participants............................................................95
         11.6.  Miscellaneous Assignment Provisions.................................................95
         11.7.  Assignee or Participant Affiliated with the Principal Companies.....................95
         11.8.  New Notes...........................................................................96
         11.9.  Special Purpose Funding Vehicle.....................................................96

ARTICLE XII. MISCELLANEOUS..........................................................................97
         12.1.  Amendments and Waivers..............................................................97
         12.2.  Notices.............................................................................98
         12.3.  No Waiver; Cumulative Remedies......................................................99
         12.4.  Costs and Expenses..................................................................99
         12.5.  Indemnity...........................................................................100
         12.6.  Confidentiality.....................................................................101
         12.7.  Set-off.............................................................................101
         12.8.  Survival of Representations, Warranties and Agreements..............................102
         12.9.  Marshalling; Payments Set Aside.....................................................102
         12.10. Obligations Several; Independent Nature of Lenders' Rights..........................102
         12.11. Notification of Addresses, Lending Offices; etc.....................................102
         12.12. Counterparts........................................................................102
         12.13. Severability........................................................................103
         12.14. No Third Parties Benefited..........................................................103
         12.15. Governing Law and Jurisdiction; Waiver of Trial by Jury.............................103
         12.16. Interest Rate Limitation............................................................104
         12.17. Delivery by Facsimile...............................................................104
</TABLE>





<PAGE>

                                      -v-


                             SCHEDULES AND EXHIBITS

SCHEDULE          DESCRIPTION

SCHEDULE 1        LENDING OFFICES/NOTICE ADDRESSES
SCHEDULE 2        COMMITMENTS OF LENDERS
SCHEDULE 6        DISCLOSURE SCHEDULE

EXHIBIT           DESCRIPTION

EXHIBIT A         FORM OF REVOLVING CREDIT NOTE
EXHIBIT B         FORM OF TERM NOTE
EXHIBIT C         FORM OF GUARANTY AGREEMENT
EXHIBIT D         FORM OF PLEDGE AGREEMENT
EXHIBIT E         FORM OF SECURITY AGREEMENT
EXHIBIT F         FORM OF COMPLIANCE CERTIFICATE
EXHIBIT G         FORM OF ASSIGNMENT AND ACCEPTANCE
EXHIBIT H         FORM OF LEGAL OPINION OF SPECIAL COUNSEL FOR THE PARENT
                  COMPANY AND THE BORROWER
EXHIBIT I         FORM OF LEGAL OPINION OF SPECIAL FCC COUNSEL FOR THE PARENT
                  COMPANY AND THE BORROWER


<PAGE>


                                                                [EXECUTION COPY]

                                CREDIT AGREEMENT

                  CREDIT AGREEMENT, dated as of June 30, 2003, among REGENT
BROADCASTING, INC., a Delaware corporation (hereinafter, together with its
successors in title and assigns, called the "BORROWER"), REGENT COMMUNICATIONS,
INC., a Delaware corporation (hereinafter, together with its successors in title
and assigns, called the "PARENT COMPANY" and, together with the Borrower,
called, collectively, the "PRINCIPAL COMPANIES" and, singly, a "PRINCIPAL
COMPANY"), the several financial institutions from time to time party to this
Agreement as Lenders hereunder, FLEET NATIONAL BANK, as Administrative Agent for
the Lenders, FLEET NATIONAL BANK, as Issuing Lender, US BANK, NATIONAL
ASSOCIATION, as Syndication Agent for the Lenders, and WACHOVIA BANK, NATIONAL
ASSOCIATION, and SUNTRUST BANK, as Co-Documentation Agents for the Lenders.

                                    RECITALS:

                  A. The Principal Companies have requested the Lenders to make
available to the Borrower senior secured credit facilities in the maximum
aggregate principal amount of $150,000,000, consisting of a senior secured
revolving credit facility in the aggregate principal amount of $85,000,000 and a
senior secured term loan facility in the aggregate principal amount of
$65,000,000.

                  B. The Lenders have agreed to make available to the Borrower
the senior secured credit facilities so requested upon the terms and subject to
the conditions contained in this Agreement.

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

                                   ARTICLE I.

                                   DEFINITIONS

         1.1. DEFINED TERMS. As used in this Agreement, the capitalized terms in
the Preamble hereto shall have the meanings therein given to them, and the
following words and terms shall have the meanings specified below:

         "ACQUISITION" means, in relation to any Person, any transaction, or any
series of related transactions, in which such Person (a) acquires any business
or all or any substantial part of the Property of any other Person or any
division or other business unit thereof, whether through purchase of assets,
merger or otherwise, (b) directly or indirectly acquires ownership or control of
at least a majority (in number of votes) of the Voting Interests of any other
Person, or (c) directly or indirectly acquires ownership or control of at least
a majority of the Equity Interests of any other Person.

         "ACQUISITION DOCUMENTATION" means, collectively, in relation to any
Acquisition undertaken and completed or (as the case may be) to be undertaken
and completed by the Parent Company, the Borrower or any of their Subsidiaries:
(a) the purchase agreements, merger



<PAGE>
                                      -2-

agreements or other similar Instruments pursuant to which such Acquisition is or
(as the case may be) is to be effected; and (b) all schedules, exhibits, annexes
and amendments thereto and all material side letters and agreements affecting
the terms thereof or to be entered into in connection therewith, in each case,
as amended, supplemented or otherwise modified from time to time.

         "ADDITIONAL LENDER" has the meaning specified in Section 2.15(c).

         "ADMINISTRATIVE AGENT" means Fleet National Bank, in its capacity as
administrative agent for the Agents, the Issuing Lender and the Lenders under
this Agreement and the other Loan Documents, and any successor to such
administrative agent.

         "ADMINISTRATIVE AGENT-RELATED PERSONS" has the meaning specified in
Section 10.3.

         "ADMINISTRATIVE AGENT'S OFFICE" means the address for payments set
forth on the signature pages hereto in relation to the Administrative Agent or
such other address as the Administrative Agent may from time to time specify in
accordance with Section 12.2.

         "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.

         "AFFILIATE" means, with respect to any Person, any other Person (a)
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person, or (b) that directly or indirectly owns or
controls more than 10% of any class of the Capital Stock of, or Equity Interests
in, such Person. A Person shall be deemed to control another Person if such
Person possesses, directly or indirectly, the power to direct or to cause the
direction of the management and policies of such other Person, whether through
the ownership of Voting Interests, by contract or otherwise. For purposes of
this Agreement and the other Loan Documents, (i) the Parent Company shall be
deemed to be an Affiliate of the Borrower and of each of the Borrower's
Subsidiaries, (ii) the Borrower shall not be deemed to be an Affiliate of any of
the Borrower's Subsidiaries, (iii) none of the Subsidiaries of the Borrower
shall be deemed to be an Affiliate of the Borrower or of any of the other
Subsidiaries of the Borrower, and (iv) none of the Agents or the Lenders shall
be deemed to be an Affiliate of the Parent Company, the Borrower or any of their
Subsidiaries.

         "AFFILIATE TRANSACTION" means any of the following transactions or
arrangements: (a) the making by the Borrower or any of its Subsidiaries of any
payment or prepayment (whether of principal, premium, interest or any other sum)
of or on account of, or any payment or other distribution by the Borrower or any
of its Subsidiaries on account of the redemption, repurchase, defeasance or
other acquisition for value of, any Indebtedness of any kind whatsoever (i) of
any Affiliate of the Borrower, or (ii) of the Borrower or any of its
Subsidiaries to any Affiliate of the Borrower; (b) the making of any loans,
advances or other Investments of any kind whatsoever by the Borrower or any of
its Subsidiaries to or in any Affiliate of the Borrower or to or in any holder
of any Indebtedness described in clause (a) of this definition; (c) the Sale by
the Borrower or any of its Subsidiaries of all or any part of its Property to,
or for the direct or indirect benefit of, any Affiliate of the Borrower; (d) the
incurrence by the Borrower or any of its Subsidiaries of any Indebtedness to any
Affiliate of the Borrower; (e) the declaration or payment by the Borrower or any
of its Subsidiaries of any dividends or other distributions on account of, or
the making by the Borrower or any of its Subsidiaries of any payment or other
distribution on account of the purchase, repurchase, redemption or other
acquisition for value of, any Equity Interests or Securities of any Affiliate of
the Borrower; (f) the payment by the Borrower or any of

<PAGE>
                                      -3-


its Subsidiaries to any Affiliate of the Borrower of any fees or commissions of
any kind; or (g) any other transaction or Contractual Obligation between any
Affiliate of the Borrower, on the one hand, and the Borrower, on the other hand,
or between any Affiliate of the Borrower, on the one hand, and any Subsidiary of
the Borrower, on the other hand.

         "AGENTS" means, collectively, the Administrative Agent, the Collateral
Agent, the Syndication Agent, the Documentation Agents, and the Lead Arranger.

         "AGGREGATE INCREMENTAL COMMITMENTS" means the combined Incremental
Commitments of all Classes of the Lenders and Additional Lenders (in an
aggregate original amount not to exceed $100,000,000), as such amount may be
reduced from time to time pursuant to this Agreement.

         "AGGREGATE REVOLVING COMMITMENT" means the combined Revolving
Commitments of all of the Revolving Lenders, in the initial aggregate amount of
$85,000,000, as such amount may be reduced from time to time pursuant to this
Agreement.

         "AGGREGATE TERM COMMITMENT" means the combined Term Commitments of all
of the Term Lenders, in the initial aggregate amount of $65,000,000, as such
amount may be reduced from time to time pursuant to this Agreement.

         "AGREEMENT" means this Credit Agreement, as amended, supplemented or
otherwise modified from time to time.

         "ALTERNATE BASE RATE" means, for any day, the GREATER of (a) the Base
Rate in effect on such day, or (b) the Federal Funds Rate, in effect on such
day, plus 1/2%.

         "AMOUNT" means (a) with respect to any Acquisition, all consideration
paid in respect thereof, including consideration in the form of cash, Equity
Interests and other Property, including, without limitation, Media Assets (all
as valued at the time of such Acquisition), and the assumption of Indebtedness
or other obligations or liabilities, and (b) with respect to any Asset Sale, all
consideration received in respect thereof, including consideration in the form
of cash, Equity Interests and other Property, including, without limitation,
Media Assets (all as valued at the time of such Sale), and the assumption of
Indebtedness or other obligations or liabilities.

         "ANCILLARY DOCUMENTS" means, collectively, the Governing Documents of
each of the Parent Company, the Borrower and their Subsidiaries, and all other
Instruments that shall from time to time be identified by the Borrower and the
Administrative Agent in writing as "ANCILLARY DOCUMENTS" for purposes of this
Agreement and the other Loan Documents.

         "ANTICIPATED REINVESTMENT AMOUNTS" means, with respect to any
Reinvestment Election, the aggregate amount specified by either or both of the
Principal Companies in one or more written notices furnished to the
Administrative Agent from time to time within 270 days after delivery of the
related Reinvestment Notice as the aggregate amount of the Net Cash Proceeds or
(as the case may be) Net Issuance Proceeds from the related Reinvestment Event
that the Parent Company or the Borrower intends to use, or (as the case may be)
intends to cause one or more Subsidiaries of the Parent Company or of the
Borrower to use, to purchase, construct or otherwise acquire Reinvestment
Assets.




<PAGE>
                                      -4-

         "APPLICABLE COMMITMENT FEE PERCENTAGE" means, with respect to the
Aggregate Revolving Commitment, a percentage, per annum, determined by reference
to the Usage applicable to the Aggregate Revolving Commitment for any period,
all as set forth in the PRICING GRID below:


<TABLE>
<CAPTION>
         ============================ ======================================== ============================
                    USAGE                           USAGE                             USAGE
<S>                <C>                <C>                                          <C>
                   GREATER THAN       GREATER THAN      LESS THAN OR EQUAL TO      LESS THAN OR EQUAL TO
                   66.67%             33.33%       AND  66.67%                     33.33%
         ---------------------------- ---------------------------------------- --------------------------

                   0.375%                           0.500%                            0.625%
         ============================ ======================================== ==========================
</TABLE>

         "APPLICABLE LAW" means, in relation to any Person or its Property,
statutes and rules and regulations thereunder and interpretations thereof by any
Governmental Authority charged with the administration or the interpretation
thereof, and orders, requests, directives, instructions and notices of any
Governmental Authority, in each case, applicable to or binding upon such Person
or any of its Property.

         "APPLICABLE MARGIN" means, with respect to any of the Loans, a
percentage, per annum, determined by reference to the Consolidated Leverage
Ratio in effect from time to time, all as set forth in the PRICING GRID below:


<TABLE>
<CAPTION>
         ========================================================================================
                                              PRICING GRID
         ------------------------------ ---------------------------- ----------------------------
                 CONSOLIDATED
                   LEVERAGE                      BASE RATE                   EURODOLLAR
                     RATIO                         LOANS                        LOANS
         ------------------------------ ---------------------------- ----------------------------

<S>                                            <C>                           <C>
               GREATER THAN OR EQUAL TO
               6.00: 1.00                      1.500%                        3.000%

         ------------------------------ ---------------------------- ----------------------------
              LESS THAN
              6.00: 1.00                       1.250%                        2.750%
              GREATER THAN OR EQUAL TO
              5.50: 1.00

         ------------------------------ ---------------------------- ----------------------------
              LESS THAN
              5.50: 1.00                       1.000%                        2.500%
              GREATER THAN OR EQUAL TO
              5.00: 1.00
         ------------------------------ ---------------------------- ----------------------------
              LESS THAN
              5.00: 1.00                       0.750%                        2.250%
              GREATER THAN OR EQUAL TO
              4.50: 1.00

         ------------------------------ ---------------------------- ----------------------------
              LESS THAN
              4.50: 1.00                       0.500%                        2.000%
              GREATER THAN OR EQUAL TO
              4.00: 1.00

         ------------------------------ ---------------------------- ----------------------------
              LESS THAN
              4.00: 1.00                       0.250%                        1.750%
              GREATER THAN OR EQUAL TO
              3.50: 1.00

         ------------------------------ ---------------------------- ----------------------------
              LESS THAN
              3.50: 1.00                       0.000%                        1.500%
         ============================== ============================ ============================
</TABLE>

The "APPLICABLE MARGIN" shall be determined by reference to the Consolidated
Leverage Ratio set forth in the most recent Compliance Certificate delivered
pursuant to Section 7.2(a). No change in the Applicable Margin with respect to
any of the Loans shall be effective until three (3) Business Days after the date
on which the Administrative Agent shall have received the applicable financial
statements and a Compliance Certificate pursuant to Section 7.2(a) calculating
such new Consolidated Leverage Ratio. Promptly following receipt of the
applicable

<PAGE>
                                      -5-


information as and when required under Section 7.2(a), the Administrative Agent
shall give each Lender facsimile or telephonic notice (confirmed in writing) of
the Applicable Margin in effect from such date.

         "APPROVED FUND" means any Fund that is administered or managed by (a)
any Lender, (b) any Affiliate of a Lender, or (c) any entity or any Affiliate of
any entity that administers or manages a Lender.

         "ASSET SALE" means any direct or indirect Sale (including any Sale of
all or any part of any Subsidiary of the Parent Company or the Borrower by or
through the issue or Sale of any Equity Interests of such Subsidiary, and also
including any Sale pursuant to a sale and leaseback transaction), whether in a
single transaction or in a series of related transactions, by the Parent
Company, the Borrower or any of their Subsidiaries of any businesses or Property
of the Parent Company, the Borrower or any of their Subsidiaries, whether now
owned or from time to time hereafter created, arising or acquired, including
Equity Interests (including Equity Interests of any such Subsidiaries, but
excluding Equity Interests of the Parent Company); provided, however, that the
term "ASSET SALE" shall not include any Permitted Dispositions.

         "ASSIGNMENT AND ACCEPTANCE" means an Assignment and Acceptance entered
into by a Lender and an Eligible Assignee (with the consent of any other Person
whose consent is required by Section 11.2), and accepted by the Administrative
Agent, in or substantially in the form of Exhibit G.

         "ATTORNEY COSTS" means and includes all reasonable fees and
disbursements of any law firm or other external legal counsel actually incurred
or sustained, and, without duplication, the reasonable allocated cost of
internal legal counsel and other internal legal services, and all reasonable
disbursements of internal legal counsel and other internal legal services.

         "AUTHORIZED OFFICER" means, in relation to the Parent Company, the
Borrower or any of their Subsidiaries, the chief executive officer, the
president, any vice president, the chief financial officer or the treasurer of
such Person or any other officer of such Person having substantially the same
authority and responsibility, in each case, acting solely in such capacity and
without personal liability.

         "BANKRUPTCY CODE" means the Federal Bankruptcy Reform Act of 1978 (11
U.S.C.ss.101, et seq.), as amended from time to time.

         "BASE RATE" means the rate of interest publicly announced from time to
time by Fleet National Bank at its head office in Boston, Massachusetts as its
"base rate". Any change in the Base Rate announced by Fleet National Bank shall
take effect at the opening of business on the day specified in the public
announcement of such change.

         "BASE RATE LOAN" means any Loan that bears interest at an interest rate
based on the Alternate Base Rate.

         "BORROWER" has the meaning specified in the Preamble hereto.

         "BORROWING" means any borrowing hereunder consisting of one or more
Loans made or to be made to the Borrower on the same Borrowing Date by Lenders
pursuant to Section 2.1.

<PAGE>
                                      -6-


         "BORROWING DATE" means, in relation to any Loan, the date of the
borrowing of such Loan, as specified in the relevant Borrowing Request for such
Loan.

         "BORROWING REQUEST" means any request by the Borrower for a Borrowing
in accordance with Section 2.3.

         "BUSINESS DAY" means any day other than a Saturday, Sunday or other day
on which commercial banks in Boston, Massachusetts, New York City or Covington,
Kentucky are authorized or required by law to close, so long as, if such term
shall be used in relation to any Eurodollar Loan or any Interest Period relating
thereto, on such day dealings are also carried on by and between banks in Dollar
deposits in the applicable interbank market.

         "CAPITAL ADEQUACY REGULATION" means any guideline, request or directive
of any central bank or other Governmental Authority, whether or not having the
force of law, and any other Applicable Law regarding or affecting the capital
adequacy of any bank or of any corporation controlling a bank.

         "CAPITAL ASSETS" means, with respect to any Person, all equipment,
fixed assets and real Property or improvements of such Person, or replacements
or substitutions therefor or additions thereto, that, in accordance with GAAP,
have been or should be reflected as additions to Property, plant or equipment on
the balance sheet of such Person.

         "CAPITAL EXPENDITURES" means, with respect to any Person for any
period, all expenditures made directly or indirectly by such Person during such
period for Capital Assets (whether paid in cash or other consideration or
accrued as a liability and, including, without limitation, all expenditures for
maintenance and repairs which are required, in accordance with GAAP, to be
capitalized on the books of such Person).

         "CAPITAL LEASE" has the meaning specified in the definition of the term
"CAPITAL LEASE OBLIGATIONS".

         "CAPITAL LEASE OBLIGATIONS" means, with respect to any Person, all
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangements conveying the right to use) real or personal Property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases (each, a "CAPITAL LEASE") on a balance sheet of
such Person under GAAP, and, for the purposes of this Agreement, the amount of
such obligations at any time shall be the capitalized amount thereof at such
time determined in accordance with GAAP.

         "CAPITAL STOCK" means (a) in the case of any corporation, any corporate
capital stock of any class or series, (b) in the case of any association or
business entity, any shares, interests, participations, rights or other
equivalents (howsoever designated) of corporate capital stock, and (c) in the
case of any partnership or limited liability company, partnership or membership
interests (whether general or limited).

         "CASH COLLATERALIZE" means to pledge and deposit with or deliver to the
Administrative Agent, as collateral for Letter of Credit Obligations, cash or
deposit account balances pursuant to documentation in form and substance
reasonably satisfactory to the Administrative Agent and the Issuing Lender.
Derivatives of such term shall have corresponding meanings.

<PAGE>
                                      -7-


         "CASH EQUIVALENTS" means any or all of the following: (a) obligations
of, or guaranteed as to principal and interest by, the United States government
or any agency thereof maturing within one year after the date on which such
obligations are purchased; (b) open market commercial paper of any corporation
(other than the Parent Company, the Borrower or any of their respective
Subsidiaries) incorporated under the laws of the United States or any State
thereof rated P-1 or its equivalent or higher by Moody's or A-1 or its
equivalent or higher by S&P; (c) time deposits, certificates of deposit or
bankers' acceptances maturing within one year after the acquisition thereof
issued by commercial banks organized under the laws of the United States or any
state thereof and having a combined capital and surplus in excess of
$250,000,000 or which is a Lender; (d) repurchase agreements with respect to
Securities described in clause (a) above entered into with an office of a bank
or trust company meeting the criteria specified in clause (c); (e) money market
funds investing only in Investments described in clauses (a) through (d); and
(f) direct obligations of, or obligations the principal and interest of which
are unconditionally guaranteed by any State of the United States or any foreign
state having, at the date of its acquisition by the Parent Company, the Borrower
or any of their Subsidiaries, a rating of at least AA by S&P or Aa by Moody's,
in each case maturing within one year from the date of the acquisition.

         "CHANGE OF CONTROL" means any event or series of related events
(including the Sale or issuance (or series of Sales or issuances) of Equity
Interests of the Borrower by the Borrower or by any holder or holders thereof,
or any merger, consolidation, recapitalization, reorganization or other
transaction or arrangement) as a result of which: (a) the Parent Company shall
cease to own and control (both legally and beneficially) 100% of the Voting
Stock and 100% of all of the other Equity Interests in the Borrower; (b) any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), excluding the JS Group, shall become the "beneficial owner" (as
defined in Rules 13(d)-3 and13(d)-5 under the Exchange Act), directly or
indirectly, of more than the greater of (i) 25% of the then outstanding Voting
Stock of the Parent Company, or (ii) the percentage of the then outstanding
Voting Stock of the Parent Company then owned by the JS Group; (c) the Board of
Directors of the Parent Company shall at any time cease to consist of a majority
of Continuing Directors; or (d) any "Change of Control" or any other similar
event under and as defined in any of the Instruments governing any Indebtedness
of the Parent Company or of any of its Subsidiaries in an aggregate principal
amount exceeding $10,000,000 shall at any time occur.

         "CLASS", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Incremental Revolving Loans, Term Loans or Incremental Term Loans, and, when
used in reference to any Commitment, refers to whether such Commitment is a
Revolving Commitment, Incremental Revolving Commitment of any class, Term
Commitment, or Incremental Term Commitment of any class.

         "CLOSING DATE" means the Borrowing Date on which the first Credit
Extensions are made or to be made by the Lenders to the Borrower hereunder.

         "CODE" means the Internal Revenue Code of 1986, and the rules and
regulations promulgated thereunder as from time to time in effect.

         "COLLATERAL" means, collectively, any and all collateral provided by
the Parent Company, the Borrower or any of their Subsidiaries to the
Administrative Agent, the Collateral Agent or any of the other Secured Parties
from time to time pursuant to the Collateral Documents and the other Loan
Documents.

<PAGE>
                                      -8-


         "COLLATERAL AGENT" means Fleet National Bank, in its capacity as
collateral agent or pledgee for the Secured Parties under this Agreement, the
Collateral Documents and the other Loan Documents, and any successor to such
collateral agent or pledgee.

         "COLLATERAL DOCUMENTS" means, collectively, the Security Agreement, the
Pledge Agreement, all other Instruments executed and delivered to the
Administrative Agent or the Collateral Agent on the Effective Date or from time
to time thereafter pursuant to Section 7.12, and all other Security Instruments
executed and/or delivered from time to time pursuant to any of the foregoing.

         "COMMITMENT" means, for each Lender, any of its Revolving Commitment,
Term Commitment or Incremental Commitments.

         "COMMITMENT REDUCTION AMOUNTS" has the meaning specified in Section
2.5(b).

         "COMMITMENT REDUCTION DATES" has the meaning specified in Section
2.5(b).

         "COMMUNICATIONS ACT" has the meaning specified in Section 6.22.

         "COMPLIANCE CERTIFICATE" means a compliance certificate, in or
substantially in the form of Exhibit F or otherwise in such other form as shall
from time to time be approved by the Administrative Agent in accordance with the
terms of this Agreement, duly executed by an Authorized Officer of each
Principal Company and delivered pursuant to Section 7.2(a) or (as the case may
be) other provisions of this Agreement.

         "CONSOLIDATED ADJUSTED CURRENT ASSETS" means, in relation to any Person
and its Subsidiaries as at any date, all amounts (other than cash and Cash
Equivalents) which would, in conformity with GAAP, be set forth opposite the
caption "total current assets" (or any like caption) on a consolidated balance
sheet of such Person and its Subsidiaries as at such date.

         "CONSOLIDATED ADJUSTED CURRENT LIABILITIES" means, in relation to any
Person and its Subsidiaries as at any date, all amounts which would, in
conformity with GAAP, be set forth opposite the caption "total current
liabilities" (or any like caption) on a consolidated balance sheet of such
Person and its Subsidiaries as at such date, but excluding the current portion
of any Indebtedness of such Person and its Subsidiaries.

         "CONSOLIDATED ADJUSTED EBITDA" means, in relation to the Parent Company
and its Subsidiaries for any period, the Consolidated EBITDA of the Parent
Company and its Subsidiaries for such period; provided, however, that, for
purposes of calculating Consolidated Adjusted EBITDA of the Parent Company and
its Subsidiaries for any period: (a) there shall be added to such Consolidated
EBITDA for such period all (if any) Consolidated Cost Savings for such period;
(b) the Consolidated EBITDA of any Person or attributable to any business
acquired by the Parent Company, the Borrower or any of their Subsidiaries during
such period shall be included on a Pro Forma Basis for such period (assuming the
consummation of such Acquisition occurred on the first day of such period); and
(c) the Consolidated EBITDA of any Person or attributable to any business sold
or otherwise disposed of by the Parent Company, the Borrower or any of their
Subsidiaries during such period shall be excluded on a Pro Forma Basis for such
period (assuming the consummation of such disposition occurred on the first day
of such period).


<PAGE>
                                      -9-


         "CONSOLIDATED BROADCAST CASH FLOW" means, in relation to the Parent
Company and its Subsidiaries for any period, the SUM of (a) the Consolidated
Adjusted EBITDA of the Parent Company and its Subsidiaries for such period, PLUS
(b) the Consolidated Corporate Overhead of the Parent Company and its
Subsidiaries for such period, to the extent, but only to the extent, that such
Consolidated Corporate Overhead was deducted in determining Consolidated
Adjusted EBITDA for such period.

         "CONSOLIDATED CAPITAL EXPENDITURES" means, in relation to any Person
and its Subsidiaries for any period, all Capital Expenditures by such Person and
its Subsidiaries for such period, all as determined on a consolidated basis in
accordance with GAAP.

         "CONSOLIDATED CASH INTEREST EXPENSE" means, in relation to any Person
and its Subsidiaries for any period, Consolidated Interest Expense of such
Person and its Subsidiaries for such period, but excluding, to the extent
otherwise included therein, interest expense to the extent not paid and not
required to be paid in cash in such period, all as determined on a consolidated
basis in accordance with GAAP.

         "CONSOLIDATED CORPORATE OVERHEAD" means, in relation to the Parent
Company and its Subsidiaries for any period, the portion of the corporate
overhead of the Parent Company and its Subsidiaries for such period not directly
allocable to the operation of Radio Stations or other operating assets, all as
determined on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED COST SAVINGS" means, in relation to the Parent Company
and its Subsidiaries for any period and for any Acquisitions of Media Assets
completed by the Parent Company, the Borrower or any of their Subsidiaries
during such period, the SUM, determined on a consolidated basis and without
duplication, of all cost savings resulting from employee terminations,
facilities consolidations and closings, standardization of employee benefits and
compensation practices, consolidation of property, casualty and other insurance
coverage and policies, standardization of sales representation commissions and
other contract rates, and reductions in taxes other than income taxes, which
cost savings the Principal Companies reasonably believe in good faith would have
been achieved during such period as a result of such Acquisitions (regardless of
whether such cost savings could then be reflected in pro forma financial
statements under GAAP); provided, however, that (a) such cost savings with
respect to any particular Acquisition of Media Assets during such period shall
be identified and quantified in the first Compliance Certificate required to be
delivered to the Administrative Agent by the Principal Companies pursuant to
Section 7.2(a) (i) after the ninetieth day following the completion of such
Acquisition if the Principal Companies or any of their Subsidiaries assumed
control of the operations of the Media Assets prior to completion of such
Acquisition, and (ii) after the 180th day following the completion of such
Acquisition if such control was not assumed prior to completion of such
Acquisition, (b) if the aggregate amount of all of such cost savings for any
period shall not exceed ten percent (10%) of Consolidated Adjusted EBITDA for
such period, then the Principal Companies shall have obtained the prior written
approval of the Administrative Agent for such cost savings (which approval shall
not be unreasonably withheld or delayed by the Administrative Agent), and (c) if
the aggregate amount of all of such cost savings for any period shall exceed ten
percent (10%) of Consolidated Adjusted EBITDA for such period, then the
Principal Companies shall have obtained the prior written approval of the
Required Lenders for such cost savings.

         "CONSOLIDATED EBITDA" means, in relation to any Person and its
Subsidiaries for any period, Consolidated Net Income of such Person and its
Subsidiaries for such period, PLUS,

<PAGE>
                                      -10-


without duplication, and only to the extent reflected as a charge in the
statement of such Consolidated Net Income for such period, the SUM of (a)
provisions for income tax expense (including, without limitation, any franchise
taxes imposed in lieu of income taxes), PLUS (b) Consolidated Interest Expense,
amortization or write-off of deferred financing fees, debt discount and debt
issuance costs and commissions, discounts and other fees and charges associated
with Indebtedness, PLUS (c) depreciation and amortization expense, PLUS (d)
amortization of intangibles (including, without limitation, goodwill) and
organization costs, and PLUS (e) any non-cash charges or expenses or non-cash
losses (including non-cash losses on Sales of assets outside of the ordinary
course of business), and MINUS, without duplication, and only to the extent
included in the statement of such Consolidated Net Income for such period, the
SUM of (i) any extraordinary, unusual or non-recurring income or gains
(including gains on the Sales of assets outside of the ordinary course of
business), PLUS (ii) any other non-cash income, all as determined on a
consolidated basis and in accordance with GAAP.

         "CONSOLIDATED EXCESS CASH FLOW" means, for any Fiscal Year of the
Parent Company, the EXCESS, if any, of (a) the SUM of (i) the Consolidated
Adjusted EBITDA of the Parent Company and its Subsidiaries for such Fiscal Year,
PLUS (ii) the Consolidated Working Capital Adjustment of the Parent Company and
its Subsidiaries for such Fiscal Year, OVER (b) the SUM, without duplication, of
(i) the aggregate amount of all voluntary prepayments of Revolving Loans and
Incremental Revolving Loans during such Fiscal Year, but only if and to the
extent that the principal amounts so prepaid cannot be reborrowed by the
Borrower, (ii) the aggregate amount of all voluntary prepayments of Term Loans
and Incremental Term Loans during such Fiscal Year, (iii) without duplication of
any items in clause (i) or clause (ii), Consolidated Fixed Charges of the Parent
Company and its Subsidiaries for such period, and (iv) the sum of $1,000,000.

         "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, as of the last day of
any Fiscal Quarter, the RATIO of (a) Consolidated Adjusted EBITDA of the Parent
Company and its Subsidiaries for the Measurement Period ending on such date, to
(b) Consolidated Fixed Charges of the Parent Company and its Subsidiaries for
such Measurement Period.

         "CONSOLIDATED FIXED CHARGES" means, in relation to any Person and its
Subsidiaries for any period, the SUM (without duplication) of (a) Consolidated
Cash Interest Expense of such Person and its Subsidiaries for such period, PLUS
(b) the aggregate amount paid or required to be paid in cash in respect of
income taxes by such Person or any of its Subsidiaries on a consolidated basis
during such period, PLUS (c) Consolidated Capital Expenditures (including
maintenance Capital Expenditures and Consolidated Investment Capital
Expenditures) of such Person and its Subsidiaries for such period, provided
that, for purposes of clause (c) of this definition, Consolidated Capital
Expenditures for such period shall not include any of the non-cash Capital
Expenditures of such Person and its Subsidiaries made by way of or pursuant to
one or more barter transactions, PLUS (d) all regularly scheduled payments
required to be made during such period on account of principal of Indebtedness
of such Person or of any of its Subsidiaries (including regularly scheduled
principal payments in respect of the Loans, and also including the principal
component of any scheduled payments in respect of Capital Lease Obligations),
all as determined on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED INTEREST COVERAGE RATIO" means, as of the last day of any
Fiscal Quarter, the RATIO of (a) Consolidated Adjusted EBITDA of the Parent
Company and its Subsidiaries for the Measurement Period ending on such date, to
(b) Consolidated Cash Interest Expense of the Parent Company and its
Subsidiaries for such Measurement Period.

<PAGE>
                                      -11-


         "CONSOLIDATED INTEREST EXPENSE" means, in relation to any Person and
its Subsidiaries for any period, (a) interest expense on all Indebtedness of
such Person or of any of its Subsidiaries for such period, whether paid or
accrued, all as determined on a consolidated basis in accordance with GAAP, and
including: (i) interest expense in respect of Indebtedness (including the
Obligations), (ii) the interest component of Capital Lease Obligations, (iii)
commissions, discounts and other fees and charges payable in connection with
letters of credit and bankers' acceptances, (iv) the net payment, if any,
payable in connection with Hedge Agreements, less the net credit, if any,
received in connection with Hedge Agreements, (v) all Fees payable by such
Person, and (vi) all scheduled monthly fees payable in connection with LMA
Agreements (as defined below), LESS (b) interest income of such Person and its
Subsidiaries for such period, determined on a consolidated basis and in
accordance with GAAP. As used herein, the term "LMA AGREEMENT" means any time
brokerage, local marketing or similar agreement pursuant to which a Person
acquires the right to program substantially all of the time and to sell all of
the advertising spots of a Radio Station owned by another non-affiliated Person
in exchange for cash payments.

         "CONSOLIDATED INVESTMENT CAPITAL EXPENDITURES" means, in relation to
any Acquisition of any Radio Stations or other Media Assets by the Parent
Company or any of its Subsidiaries, all Capital Expenditures (other than
maintenance Capital Expenditures) made or to be made by the Parent Company or
any of its Subsidiaries in connection with such Acquisition, including, but not
limited to, Capital Expenditures relating to technology investments,
consolidation of Radio Stations or other Media Assets, and tower improvements,
all as determined on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED LEVERAGE RATIO" means, as of the last day of any Fiscal
Quarter, the RATIO of (a) Consolidated Total Debt of the Parent Company and its
Subsidiaries as of such date, to (b) Consolidated Adjusted EBITDA of the Parent
Company and its Subsidiaries for the Measurement Period ending on such date.

         "CONSOLIDATED NET INCOME" means, in relation to any Person and its
Subsidiaries for any period, the consolidated net income (or loss) of such
Person and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP.

         "CONSOLIDATED TOTAL DEBT" means, in relation to any Person and its
Subsidiaries as at any date, the aggregate amount of all of the Indebtedness of
such Person and its Subsidiaries as at such date, determined on a consolidated
basis.

         "CONSOLIDATED WORKING CAPITAL" means, in relation to any Person and its
Subsidiaries as at any date, the EXCESS of the Consolidated Adjusted Current
Assets of such Person and its Subsidiaries as at such date, OVER the
Consolidated Adjusted Current Liabilities of such Person and its Subsidiaries as
at such date.

         "CONSOLIDATED WORKING CAPITAL ADJUSTMENT" means, in relation to any
Person and its Subsidiaries for any period, the amount (which may be a negative
number) by which Consolidated Working Capital of such Person and its
Subsidiaries as of the beginning of such period exceeds (or is less than)
Consolidated Working Capital of such Person and its Subsidiaries as of the end
of such period.

<PAGE>
                                      -12-


         "CONTINUATION DATE" means any date on which a Eurodollar Loan is to be
continued as a Eurodollar Loan for a further Interest Period, in each case, in
accordance with the provisions of Section 2.4.

         "CONTINUING DIRECTORS" shall mean, collectively, directors of the
Parent Company on May 31, 2003, and each other director of the Parent Company
from time to time, if such other director's nomination for election to the Board
of Directors of the Parent Company was recommended by a majority of the then
Continuing Directors or by the JS Group.

         "CONTRACTUAL OBLIGATION" means, as to any Person, any agreement or
obligation under any Security issued by such Person or under any agreement,
undertaking, contract or other Instrument to which such Person is a party or by
which it or any of its Property is bound.

         "CONVERSION DATE" means any date on which a Base Rate Loan is to be
converted to a Eurodollar Loan, or a Eurodollar Loan is to be converted to a
Base Rate Loan, in each case, in accordance with the provisions of Section 2.4.

         "COVENANT DETERMINATION DATE" means, at any particular time, the last
day of the then most recent Fiscal Quarter of the Parent Company for which
financial statements of the Parent Company have been furnished to the
Administrative Agent pursuant to Section 7.1(a) or Section 7.1(b).

         "CREDIT EXTENSION" means (a) the making of any Loan to the Borrower
pursuant to this Agreement, or (b) the issuance, amendment or renewal of any
Letter of Credit by the Issuing Lender pursuant to this Agreement.

         "CREDIT PARTIES" means, collectively, the Parent Company, the Borrower
and the Subsidiary Guarantors.

         "DEFAULT" means any event or circumstance which, with the giving of
notice, the lapse of time, or both, would (if not cured or otherwise remedied
during such time) constitute an Event of Default.

         "DISBURSEMENT DATE" has the meaning specified in Section 3.3(b).

         "DISCLOSURE SCHEDULE" means Schedule 6, dated as of the Effective Date,
prepared and completed by the Parent Company and the Borrower, and delivered by
the Parent Company and the Borrower to the Administrative Agent in connection
with this Agreement and identified as the "DISCLOSURE SCHEDULE".

         "DISPOSITION" has the meaning specified for that term in the Guaranty
Agreement.

         "DOCUMENTATION AGENTS" means, collectively, Wachovia Bank, National
Association, and Suntrust Bank, each in its capacity as co-documentation agent
for the Agents, the Issuing Lender and the Lenders under this Agreement and the
other Loan Documents, and any successors to such documentation agents.

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

         "DOMESTIC LENDING OFFICE" has the meaning specified in the definition
of the term "LENDING OFFICE".

<PAGE>
                                      -13-


         "EFFECTIVE DATE" means June 30, 2003, the date of this Agreement.

         "ELIGIBLE ASSIGNEE" means and includes (a) any Lender or any Affiliate
of any Lender, (b) any Approved Fund, and (c) any other Person (other than a
natural person) approved by (i) the Administrative Agent, and (ii) unless any
Default shall have occurred and shall be continuing, the Borrower (any such
approval not to be unreasonably withheld or delayed).

         "ENVIRONMENTAL LAWS" means, collectively, all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to: the environment; preservation or reclamation of natural
resources; the management, release or threatened releases of any Hazardous
Material; or to health and safety matters.

         "ENVIRONMENTAL LIABILITY" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Parent Company, the Borrower or any of their
Subsidiaries directly or indirectly resulting from or based upon (a) violation
of any Environmental Laws, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment, or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

         "EQUITY INTERESTS" means and includes Capital Stock and all warrants,
options or other rights to purchase or otherwise acquire Capital Stock (but
excluding any debt Securities that are convertible into, or exchangeable for,
Capital Stock).

         "ERISA" means the Employee Retirement Income Security Act of 1974, and
the rules and regulations promulgated thereunder, as from time to time in
effect.

         "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with the Parent Company and the Borrower, is
treated as a single employer under Section 414(b) or (c) of the Code or, solely
for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as
a single employer under Section 414 of the Code.

         "ERISA EVENTS" means, collectively, any one or more of the following:
(a) any "reportable event", as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for
which the 30-day notice period is waived); (b) the existence with respect to any
Plan of an "accumulated funding deficiency"(as defined in Section 412 of the
Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to
Section 412(d) of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (d) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan; (e) the receipt
by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of
any notice relating to an intention to terminate any Plan or Plans or to appoint
a trustee to administer any Plan; and (f) the incurrence by the Borrower or any
of its ERISA Affiliates of any liability with respect to the withdrawal or
partial withdrawal from any Plan or Multiemployer Plan.

         "EURODOLLAR LENDING OFFICE" has the meaning specified in the definition
of the term "LENDING OFFICE".

<PAGE>
                                      -14-


         "EURODOLLAR LOAN" means any Loan that bears interest at an interest
rate based on the Eurodollar Rate.

         "EURODOLLAR RATE" means, for any Eurodollar Loan and for any Interest
Period relating thereto, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page)
as the London interbank offered rate for deposits in Dollars at approximately
11:00 a.m. (London time) two (2) Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period. If, for any
reason, such rate is not available, the term "EURODOLLAR RATE" shall mean, for
any Eurodollar Loan for any Interest Period relating thereto, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters
Screen LIBO Page as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two (2) Business Days prior to the first
day of such Interest Period for a term comparable to such Interest Period;
provided that if more than one rate is specified on Reuters Screen LIBO Page,
the applicable rate shall be the arithmetic mean of all such rates (rounded
upwards, if necessary, to the nearest 1/100 of 1%).

         "EVENT OF DEFAULT" has the meaning specified in Section 9.1.

         "EXCESS CASH FLOW APPLICATION DATES" means (a) April 30, 2005, and (b)
April 30 of each calendar year thereafter.

         "EXCLUDED TAXES" means, with respect to the Administrative Agent, any
Lender, the Issuing Lender or any other recipient of any payments to be made on
account of any of the Obligations, (a) income or franchise taxes imposed on (or
measured by) its net income by the United States, or by the jurisdiction under
the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable Lending Office
is located, (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction described in clause (a) above, and
(c) in the case of any Foreign Lender, any withholding tax that (i) is in effect
and would apply to amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party to this Agreement (or designates a new Lending
Office), except to the extent that such Foreign Lender (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 Borrower with respect to any
withholding tax pursuant to Section 4.1, or (ii) is attributable to such Foreign
Lender's failure to comply with Section 4.1.

         "EXISTING CREDIT FACILITIES" means, collectively, all of the credit
facilities, extensions of credit and other financial accommodation from time to
time provided to the Parent Company, the Borrower and their Subsidiaries under
or pursuant to (a) the Credit Agreement, dated as of January 27, 2000, among the
Parent Company, the Borrower, various lenders and other Persons party thereto,
and Fleet National Bank, as administrative agent for the lenders thereunder, as
amended from time to time, and (b) all of the agreements and other Instruments
from time to time executed and/or delivered pursuant to or in connection with
such Credit Agreement.

         "EXISTING INDEBTEDNESS" has the meaning specified in Section 6.10(a).

         "FAIR MARKET VALUE" means, with respect to any Property, the price
which could be negotiated in an arm's length free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction.

<PAGE>
                                      -15-


         "FCC" means the Federal Communications Commission or any successor
thereto.

         "FCC AUTHORIZATIONS" has the meaning specified in Section 6.22.

         "FEDERAL FUNDS RATE" means, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Board (including any such
successor, "H.15(519)") for such day opposite the caption "Federal Funds
(Effective)." If, on any relevant day, the appropriate rate for such previous
day is not yet published in H.15(519), the rate for such day will be the
arithmetic mean of the rates for the last transaction in overnight federal funds
arranged prior to 9:00 a.m. (New York City time) on that day by each of three
leading brokers of federal funds transactions in New York City selected by the
Administrative Agent.

         "FEDERAL RESERVE BOARD" means the Board of Governors of the Federal
Reserve System or any successor thereto.

         "FEES" means, collectively, (a) the Revolving Commitment Fees, (b) the
Letter of Credit Fees, (c) all other fees payable to the Issuing Lender from
time to time pursuant to Section 3.8, and (d) all other fees payable to any of
the Agents or the Lenders from time to time pursuant to Section 2.9 or any other
provisions of this Agreement or any of the other Loan Documents.

         "FINANCING EVENT" has the meaning specified in the definition of the
term "NET ISSUANCE PROCEEDS".

         "FISCAL QUARTER" means any fiscal quarter of any Fiscal Year of the
Parent Company.

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

         "FOREIGN LENDER" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

         "FUND" means any Person (other than any natural person) that is (or
will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business.

         "GAAP" has the meaning specified in Section 1.4.

         "GOVERNING DOCUMENTS" means, with respect to any Person, the
certificate of incorporation or registration (including, if applicable,
certificate of change of name), articles of incorporation or association,
memorandum of association, charter, bylaws, partnership agreement, trust
agreement, joint venture agreement, limited liability company operating or
members agreement, or any one or more similar agreements, Instruments or
documents constituting the organization or formation of such Person. For
purposes of this Agreement, the term "GOVERNING DOCUMENTS", when used with
respect to the Parent Company, the Borrower or any of their Subsidiaries, shall
include the Stockholder Agreement and any other Shareholders Agreements by which
the Parent Company or the Borrower shall at any time be bound. If any provision
of any of the Loan Documents requires any Governing Document to be certified by
any Governmental

<PAGE>
                                      -16-


Authority, the reference to any such "Governing Document" shall only be to a
document of a type customarily certified by such Governmental Authority.

         "GOVERNMENTAL AUTHORITY" means any nation or government, any state or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

         "GUARANTEED OBLIGATIONS" has the meaning specified for that term in the
Guaranty Agreement.

         "GUARANTORS" means, collectively, the Parent Company, the Borrower and
the Subsidiary Guarantors.

         "GUARANTY" means, in relation to the Parent Company, the Borrower or
any of the Subsidiary Guarantors, the absolute, unconditional and irrevocable
guaranty by such Person of all of the Obligations upon the terms contained in
the Guaranty Agreement.

         "GUARANTY AGREEMENT" means the Guaranty Agreement, in or substantially
in the form of Exhibit C, pursuant to which, in accordance with the terms of
this Agreement, the Parent Company, the Borrower and all Subsidiaries of the
Parent Company and the Borrower (other than Inactive Subsidiaries) shall
guaranty the payment and performance of all of the Obligations.

         "GUARANTY OBLIGATIONS" means, as applied to any Person, any direct or
indirect liability of that Person with respect to any Indebtedness, lease,
dividend, letter of credit or other obligation (the "PRIMARY obligations") of
another Person (the "PRIMARY OBLIGOR"), including any obligation of that Person,
whether or not contingent, without duplication: (a) to purchase, repurchase or
otherwise acquire such primary obligations or any Property constituting direct
or indirect security therefor; (b) to advance or provide funds (i) for the
payment or discharge of any such primary obligation, or (ii) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency or any balance sheet item, level of income or financial
condition of the primary obligor; (c) to purchase Property, Securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation; or (d) otherwise to assure or hold harmless the holder of any such
primary obligation against loss in respect thereof; in each case, including
arrangements in which the rights and remedies of the holder of the primary
obligation are limited to repossession or Sale of certain Property of such
Person.

         "HAZARDOUS MATERIAL" means and includes all explosive or radioactive
substances or wastes and all hazardous or toxic wastes, substances or other
pollutants or contaminants defined as such in (or for purposes of), or that may
result in the imposition of liability under, any Environmental Laws.

         "HEDGE AGREEMENT" means any interest rate protection agreement, foreign
currency exchange agreement, commodity price protection agreement or other
interest or currency exchange rate or commodity price hedging arrangement.

         "IMPERMISSIBLE QUALIFICATION" means, relative to the opinion or
certification of the Independent Public Accountant as to any financial
statements of the Parent Company, the Borrower or any of their Subsidiaries, any
qualification or exception to such opinion or

<PAGE>
                                      -17-


certification: (a) which is of a "going concern" or similar nature; (b) which
relates to the limited scope of examination of matters relevant to such
financial statement; or (c) which relates to the treatment or classification of
any item in such financial statement and which, as a condition to its removal,
would require an adjustment to such item the effect of which would be to cause
the Principal Companies to be in default of any of their Obligations under
Section 8.4.

         "INACTIVE SUBSIDIARY" means, in relation to any Subsidiary of the
Parent Company or the Borrower at any particular time, any such Subsidiary that
conducts no business, holds no assets (other than insubstantial and immaterial
assets), and has no liabilities (other than insubstantial and immaterial
liabilities), in each case, as at such time. For purposes of this Agreement, any
Inactive Subsidiary shall cease to be an "INACTIVE SUBSIDIARY" if and when such
Subsidiary commences the conduct of business, acquires assets (other than
insubstantial and immaterial assets), or incurs liabilities (other than
insubstantial and immaterial liabilities).

         "INCREMENTAL COMMITMENT" means any of the Incremental Revolving
Commitments or Incremental Term Commitments.

         "INCREMENTAL COMMITMENT TERMINATION DATE" means 5:00 p.m. (Boston,
Massachusetts time) on the third anniversary of the Effective Date.

         "INCREMENTAL FACILITIES" has the meaning specified in Section 2.15(a).

         "INCREMENTAL FACILITY AMENDMENT" has the meaning specified in Section
2.15(c).

         "INCREMENTAL LOAN" means any Incremental Revolving Loan or Incremental
Term Loan by any Lender or Additional Lender.

         "INCREMENTAL LOAN NOTE" has the meaning specified in Section 2.2(b).

         "INCREMENTAL REVOLVING COMMITMENT" means, with respect to any Lender or
Additional Lender, the commitment, if any, of such Lender to make Incremental
Revolving Loans pursuant to the terms of an Incremental Facility Amendment.

         "INCREMENTAL REVOLVING FACILITY" has the meaning specified in Section
2.15(a).

         "INCREMENTAL REVOLVING LOAN" means any Loan made pursuant to any
Incremental Revolving Facility.

         "INCREMENTAL TERM COMMITMENT" means, with respect to any Lender or
Additional Lender, the commitment, if any, of such Lender to make an Incremental
Term Loan pursuant to the terms of an Incremental Facility Amendment.

         "INCREMENTAL TERM FACILITY" has the meaning specified in Section
2.15(a).

         "INCREMENTAL TERM LOAN" means any Loan made pursuant to an Incremental
Term Facility.

         "INDEBTEDNESS" of any Person means, without duplication: (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of Property or services (other than (i)
trade payables entered into in the ordinary course of business pursuant to
ordinary terms, and (ii) ordinary course purchase price adjustments); (c) all


<PAGE>
                                      -18-


reimbursement or payment obligations with respect to letters of credit or
reimbursement or other payment obligations with respect to bankers' acceptances,
surety bonds and other similar documents; (d) all obligations evidenced by
promissory notes, bonds, debentures or other similar Instruments, including
obligations so evidenced incurred in connection with the acquisition of Property
or businesses; (e) all indebtedness created or arising under any conditional
sale or other title retention agreements or Sales of accounts receivable, in any
such case, with respect to Property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreements in the event
of default are limited to repossession or Sale of such Property); (f) all
Capital Lease Obligations; (g) all net obligations with respect to Hedge
Agreements; (h) all indebtedness referred to in clause (a) through clause (g)
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or in Property
(including accounts and contracts rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness (in
which event the amount of such indebtedness shall not be deemed to exceed the
Fair Market Value of such Property); and (i) all Guaranty Obligations in respect
of indebtedness and obligations of the kinds referred to in clause (a) through
clause (h) above.

         "INDEMNITEE" has the meaning specified in Section 12.5.

         "INDEMNIFIED TAXES" means Taxes, other (in any case) than Excluded
Taxes.

         "INDEPENDENT PUBLIC ACCOUNTANT" means any one of the so-called
"big-four" firms of certified public accountants or any other firm of certified
public accountants of recognized standing selected by the Principal Companies.

         "INSOLVENCY PROCEEDING" means (a) any case, action or proceeding before
any court or other Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution, winding-up
or relief of debtors, or (b) any general assignment for the benefit of
creditors, composition, marshalling of assets for creditors, or other similar
arrangements in respect of its creditors, generally; in each case, undertaken
under U.S. Federal, State or foreign law, including the Bankruptcy Code.

         "INSTRUMENT" means any contract, agreement, indenture, mortgage or
other document or writing (whether a formal agreement, letter or otherwise)
under which any obligation is evidenced, assumed or undertaken, or any right to
any Lien is granted or perfected.

         "INTEREST ELECTION REQUEST" means any request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.4.

         "INTEREST PAYMENT DATE" means (a) with respect to each Base Rate Loan,
the last day of each calendar quarter and also the Maturity Date, and (b) with
respect to each Eurodollar Loan, the last day of each Interest Period applicable
to such Eurodollar Loan and also the date on which such Eurodollar Loan shall be
repaid or prepaid; provided, however, that, if any Interest Period for any
Eurodollar Loan exceeds three (3) months, then also the date which falls three
(3) months after the beginning of such Interest Period, and, if applicable, the
last day of each three-month interval thereafter, shall also be an "INTEREST
PAYMENT DATE".

         "INTEREST PERIOD" means, in relation to any Eurodollar Loan, the period
commencing on the applicable Borrowing Date or any Conversion Date or
Continuation Date with respect thereto and ending on the date one, two, three,
six or twelve months thereafter, as selected or deemed to

<PAGE>
                                      -19-


be selected by the Borrower in its Borrowing Request or Interest Election
Request; provided, however, that: (a) if any Interest Period would otherwise end
on a day which is not a Business Day, then such Interest Period shall be
extended to the next succeeding Business Day unless the result of such extension
would be to carry such Interest Period into another calendar month, in which
event such Interest Period shall end on the immediately preceding Business Day;
(b) any Interest Period that begins on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last Business Day of
the calendar month which is one, two, three, six or twelve months, as the case
may be, after the calendar month in which such Interest Period began; and (c) no
Interest Period for any Loan shall extend beyond the Maturity Date.

         "INVESTMENT" means, in relation to any Person: (a) any loan, advance or
other extension of credit made by such Person to any other Person; (b) the
creation of any Guaranty Obligation of such Person to support any of the
Indebtedness of any other Person; or (c) any capital contribution by such Person
to, or purchase by such Person of any Equity Interests or other Securities of,
any other Person, or any other investment evidencing an ownership or other
similar interest of such Person in any other Person; provided, however, that the
term "INVESTMENT" shall not mean or include any transaction or series of related
transactions constituting an Acquisition (as that term is defined herein).

         "ISSUING LENDER" means Fleet National Bank, in its capacity as issuer
of one or more Letters of Credit pursuant to this Agreement.

         "JS GROUP" means, collectively, the following Persons and each of their
Affiliates (other than the Parent Company and its Subsidiaries) taken as a
whole: (a) Terry S. Jacobs; (b) William L. Stakelin; and (c) each of the other
Persons who is at the time a party to or otherwise bound by the Stockholder
Agreement as a "Stockholder" thereunder.

         "LEAD ARRANGER" means Fleet Securities Inc., in its capacity as lead
arranger for the Agents, the Issuing Lender and the Lenders under this
Agreement.

         "LENDER AFFILIATE" means, with respect to any Lender, (a) any Affiliate
of such Lender, or (b) any Approved Fund.

         "LENDER COUNTERPARTIES" means, collectively, Lenders and Affiliates of
Lenders that are from time to time party to any of the Specified Hedge
Agreements.

         "LENDERS" means, collectively, (a) the Persons listed on Schedule 2
annexed to this Agreement, and (b) each of the other Persons that shall have
become a party hereto as a Lender hereunder pursuant to an Assignment and
Acceptance or (as the case may be) pursuant to an Incremental Facility
Amendment, other (in any case) than any such Person that ceases to be a party
hereto as a Lender hereunder pursuant to an Assignment and Acceptance or
otherwise.

         "LENDING OFFICE" means, with respect to any Lender, the office or
offices of such Lender specified as ITS "LENDING OFFICE", "DOMESTIC LENDING
OFFICE" or "EURODOLLAR LENDING OFFICE", as the case may be, on Schedule 1, or
such other office or offices of such Lender as such Lender may from time to time
specify in a written notice to the Borrower and the Administrative Agent.

<PAGE>
                                      -20-


         "LETTER OF CREDIT" means any letter of credit issued or to be issued by
the Issuing Lender pursuant to Article III.

         "LETTER OF CREDIT AMENDMENT APPLICATION" means any application form for
amendment of outstanding standby or commercial documentary letters of credit as
shall from time to time be specified by the Issuing Lender.

         "LETTER OF CREDIT APPLICATION" means any application form for issuances
of standby or commercial documentary letters of credit as shall from time to
time be specified by the Issuing Lender.

         "LETTER OF CREDIT BORROWING" means any extension of credit (other than
any Revolving Loan) resulting from any drawing under any Letter of Credit which
shall not have been reimbursed by the Borrower on the Disbursement Date when
made.

         "LETTER OF CREDIT COMMITMENT" means the commitment of the Issuing
Lender hereunder to issue Letters of Credit. The Letter of Credit Commitment
shall be in the initial maximum amount of $35,000,000, and such amount shall be
subject to reduction from time to time pursuant to and in accordance with this
Agreement. The Letter of Credit Obligations shall not exceed in aggregate amount
at any time the LESSER of (a) the Aggregate Revolving Commitment in effect at
such time, or (b) the amount of the Letter of Credit Commitment in effect at
such time.

         "LETTER OF CREDIT FEES" has the meaning specified in Section 3.8.

         "LETTER OF CREDIT OBLIGATIONS" means, at any time of determination, the
SUM of (a) the aggregate undrawn amount of all Letters of Credit then
outstanding, PLUS (b) the aggregate amount of all Letter of Credit Borrowings
then outstanding.

         "LETTER OF CREDIT RELATED DOCUMENTS" means, collectively, the Letters
of Credit, the Letter of Credit Applications, the Letter of Credit Amendment
Applications and any other Instruments or documents relating to any Letters of
Credit, including the Issuing Lender's standard form documents for letter of
credit issuances.

         "LIEN" means any interest in any Property which secures payment or
performance of any obligation or liability, and shall include any lien
(statutory, judgment or otherwise), pledge, encumbrance or other security
interest of any kind, whether arising under a Security Instrument or as a matter
of law, judicial process or otherwise, including the retained security title of
a conditional vendor or lessor.

         "LINES OF BUSINESS" means, collectively, (a) the businesses conducted
by the Principal Companies or by any of their Subsidiaries on and as of the
Effective Date, and (b) any businesses involving the ownership, management or
operation in the United States of any Media Assets, together (in each case) with
any businesses related thereto.

         "LOAN" means any extension of credit by any Lender to the Borrower
pursuant to Article II and shall include any Revolving Loan, Term Loan or
Incremental Loan.

         "LOAN DOCUMENTS" means, collectively, this Agreement, the Notes, the
Guaranty Agreement, the Collateral Documents and all other agreements,
Instruments, certificates or other

<PAGE>
                                      -21-


documents (a) evidencing or securing all or any part of any of the Obligations
or other liabilities of the Borrower or the Parent Company or of any of their
Subsidiaries under this Agreement, the Notes, the Guaranty Agreement, the
Collateral Documents or any of the other Loan Documents, or (b) otherwise
executed and/or delivered by the Borrower or the Parent Company or by any of
their Subsidiaries pursuant to or in connection with this Agreement, the Notes,
any of the Collateral Documents or any of the other Loan Documents.

         "MAIN STATION LICENSES" has the meaning specified in Section 6.22.

         "MARGIN STOCK" means "margin stock" as such term is defined in
Regulation T, U or X of the Federal Reserve Board.

         "MATERIAL CONTRACT" means any contract or other arrangement to which
the Parent Company, the Borrower or any of their Subsidiaries is a party (other
than any of the Loan Documents) for which breach, nonperformance, cancellation
or failure to renew has had or could reasonably be expected to have a Materially
Adverse Effect.

         "MATERIAL EVENT OF DEFAULT" means any of the following events occurring
or existing at any time on or after the Effective Date: (a) any Events of
Default of the kind described in any of Sections 9.1.1, 9.1.2, 9.1.5, 9.1.10 and
9.1.13 shall occur and shall be continuing for more than seven (7) days; or (b)
any Events of Default of the kind described in any of Sections 9.1.6, 9.1.7,
9.1.9, 9.1.11 and 9.1.12 shall at any time occur, arise or (as the case may be)
develop.

         "MATERIAL INDEBTEDNESS" means, collectively, Indebtedness (other than
the Obligations), and obligations in respect of one or more Hedge Agreements, of
the Principal Company, the Borrower or any of their Subsidiaries in an aggregate
principal amount exceeding $5,000,000. For purposes of determining "MATERIAL
INDEBTEDNESS", the "principal amount" at any particular time of the obligations
of the Parent Company, the Borrower or any of their Subsidiaries in respect of
any Hedge Agreement shall be the maximum aggregate amount (giving effect to any
netting agreements) that the Parent Company, the Borrower or any of their
Subsidiaries would be required to pay if such Hedge Agreement were terminated at
such time.

         "MATERIALLY ADVERSE EFFECT" means, in relation to any event, occurrence
or development of whatsoever nature (including any adverse determination in any
litigation, arbitration or governmental investigation or proceeding): (a) any
materially adverse effect on the business, Property, results of operations or
condition, financial or otherwise, of the Parent Company, the Borrower and their
Subsidiaries, taken as a whole; (b) any materially adverse effect on the ability
of the Parent Company or the Borrower to perform any of its payment or other
material Obligations under any of the Loan Documents to which it is a party; or
(c) any material impairment of the validity or enforceability of any of the Loan
Documents or any material impairment of any of the material rights or remedies
available to any of the Agents, the Issuing Lender or the Lenders under any of
the Loan Documents.

         "MATURITY DATE" means December 31, 2010.

         "MEASUREMENT PERIOD" means any period of four consecutive Fiscal
Quarters of the Parent Company.

<PAGE>
                                      -22-


         "MEDIA ASSETS" means, collectively, (a) Radio Stations, (b) television
stations, (c) newspaper publication assets and related Properties, and (d)
billboard assets and other outdoor advertising Properties.

         "MOODY'S" means Moody's Investors Service, Inc., and its successors.

         "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA.

         "NET CASH PROCEEDS" means, in connection with any Asset Sale or
Recovery Event, the cash proceeds (including any cash payments received by way
of deferred payment pursuant to a promissory note, receivable or otherwise, but
only as and when received in cash) of such Asset Sale or Recovery Event, net of
(a) reasonable transaction costs (including any underwriting, brokerage or other
selling commissions and reasonable legal, advisory and other fees and expenses,
including title and recording expenses, associated therewith), (b) required debt
payments (other than pursuant hereto), (c) taxes reasonably estimated to be
payable as a result of such Asset Sale or Recovery Event, and (d) any portion of
such cash proceeds which the Borrower determines in good faith should be
reserved for post-closing adjustments or liabilities.

         "NET ISSUANCE PROCEEDS" means, with respect to the issuance or Sale by
the Parent Company, the Borrower or any of their Subsidiaries of any Permitted
Equity Interests of the Parent Company (otherwise than in connection with
employee benefit plans) to any Person or Persons other than the Borrower or any
of its Subsidiaries (each such issuance or sale of any Permitted Equity
Interests being herein called a "FINANCING Event"): (a) the gross cash proceeds
received in connection with such issuance or Sale, as and when received; MINUS
(b) all of the reasonable transaction costs (including legal, investment banking
and other fees and disbursements) payable or incurred in connection therewith.

         "NOTES" means, collectively, the Revolving Credit Notes, the Term Notes
and the Incremental Loan Notes.

         "OBLIGATIONS" means, collectively, any and all Indebtedness,
obligations and other liabilities of the Parent Company, the Borrower or any of
their Subsidiaries to any of the Lenders, the Issuing Lender, the Lender
Counterparties or the Agents, whether direct or indirect, absolute or
contingent, joint or several, matured or unmatured, due or to become due, now
existing or hereafter created, incurred or arising, under or with respect to:
(a) any of this Agreement, the Collateral Documents, the other Loan Documents or
the Specified Hedge Agreements; (b) the unpaid principal of any of the Loans,
Letter of Credit Borrowings or other Credit Extensions under any of the Loan
Documents or Specified Hedge Agreements, and any and all reimbursement or other
payment obligations under or with respect to any of the Letters of Credit; (c)
interest on any obligations or liabilities described in this definition, and all
fees, costs, expenses (including Attorney Costs), indemnities, reimbursements
and other amounts from time to time required to be paid under this Agreement,
the other Loan Documents or the Specified Hedge Agreements (whether or not any
of the claims for any such interest, fees, costs, expenses or other amounts are
incurred or otherwise accrue after the commencement of any such Insolvency
Proceeding, and whether or not all or any portion of any such claims are allowed
claims in any such proceeding); and (d) claims by any of the Lenders, the
Issuing Lender, the Lender Counterparties or the Agents against any of the
Credit Parties under any of the Collateral Documents or the Guaranty Agreement
(whether or not any of such claims are made against any of the Credit Parties
after the commencement of any Insolvency Proceeding, and whether or not

<PAGE>
                                      -23-


all or any portion of any of such claims are allowed claims in any such
proceeding); provided, however, that (i) Obligations of any of the Credit
Parties under any Specified Hedge Agreements shall be secured and guaranteed
pursuant to the Collateral Documents and the Guaranty Agreement only to the
extent that, and only for so long as, the other Obligations are so secured and
guaranteed, and (ii) any release of Collateral or Guarantors effected in the
manner permitted by this Agreement or any of the other Loan Documents shall not
require the consent of any of the holders of Obligations under Specified Hedge
Agreements.

         "OTHER TAXES" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

         "PARENT COMPANY" has the meaning specified in the Preamble hereto.

         "PARTICIPANT" has the meaning specified in Section 11.5.

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

         "PENDING ACQUISITIONS" means, collectively, (a) the Acquisition of
Radio Stations KARS-FM and KKPL-FM upon the terms of that certain Asset Purchase
Agreement, dated as of August 22, 2002 (as amended from time to time), by and
among Brill Media Company, LLC, the Parent Company and certain other Persons
party thereto; and (b) the Acquisition of Radio Stations WKRI-FM, WYNG-FM,
WGBF-AM, WDKS-FM and WGBF-FM upon the terms of that certain Asset Exchange
Agreement, dated as of February 25, 2003 (as amended from time to time), among
Clear Channel Broadcasting, Inc., the Parent Company and certain other Persons
party thereto.

         "PERMITTED ACQUISITIONS" means, collectively: (a) any Acquisitions by
the Parent Company, the Borrower or any of the Subsidiary Guarantors of any
Media Assets; provided, however, that, with respect to each Acquisition of Media
Assets, each of the applicable Permitted Acquisition Conditions with respect to
such Acquisition shall have been satisfied; and (b) the Pending Acquisitions.

         "PERMITTED ACQUISITION CONDITIONS" means, collectively, in relation to
any particular Acquisition:

         (a) If the Amount ( as defined in the last paragraph of this
definition) of any such Acquisition shall NOT exceed $50,000,000, then each of
the following conditions shall constitute "PERMITTED ACQUISITION CONDITIONS"
applicable to such Acquisition:

            (i) both immediately before and immediately after giving effect to
such Acquisition, no Default shall be continuing or shall result therefrom;

            (ii) the Principal Companies, Subsidiaries of the Principal
Companies and/or the entities to be acquired, as appropriate, shall have
furnished to the Administrative Agent, within five (5) Business Days after the
consummation of such Acquisition, (A) such Instruments and other documents as
shall be required pursuant to Section 7.12, or (B) commitments, reasonably
satisfactory in form and substance to the Agent, to deliver to the Agent
promptly after

<PAGE>
                                      -24-


the completion of such Acquisition, such Instruments and other documents as
shall be required pursuant to Section 7.12;

            (iii) all transactions relating to such Acquisition shall be
completed in accordance with Applicable Laws;

            (iv) if, after giving effect to such Acquisition, the Consolidated
Leverage Ratio as of the then most recent Covenant Determination Date, as
determined on a Pro Forma Basis for such Acquisition, shall be greater than
5.00:1.00, then the SUM of (A) the Amount (as defined in the last paragraph of
this definition) of such Acquisition, PLUS (B) the aggregate Amount (as defined
in the last paragraph of this definition) of all of the other Acquisitions
completed at any time after the Effective Date, shall not exceed $75,000,000;

            (v) if, after giving effect to such Acquisition, the Consolidated
Leverage Ratio as of the then most recent Covenant Determination Date, as
determined on a Pro Forma Basis for such Acquisition, shall be equal to or less
than 5.00:1.00, then the SUM of (A) the Amount (as defined in the last paragraph
of this definition) of such Acquisition, PLUS (B) the aggregate Amount (as
defined in the last paragraph of this definition) of all of the other
Acquisitions completed at any time after the Effective Date, shall not exceed
$125,000,000; and

            (vi) the Consolidated Adjusted EBITDA of the Parent Company and its
Subsidiaries as of the then most recent Covenant Determination Date derived from
all Lines of Business other than the operation of Radio Stations, all as
determined on a Pro Forma Basis after giving effect to such Acquisition, shall
not exceed ten percent (10%) of the Consolidated Adjusted EBITDA of the Parent
Company and its Subsidiaries as of the then most recent Covenant Determination
Date derived from all Lines of Business (including the operation of Radio
Stations), all as determined on a Pro Forma Basis after giving effect to such
Acquisition.

         (b) If the Amount (as defined in the last paragraph of this definition)
of any such Acquisition shall exceed $10,000,000, then each of the following
conditions (in addition to, and not in lieu of, the conditions set forth in
paragraph(a)) shall ALSO constitute "PERMITTED ACQUISITION CONDITIONS"
applicable to such Acquisition:

            (i) after giving effect on a Pro Forma Basis to such Acquisition,
the Principal Companies shall not be in violation of any of the financial
covenants contained in Section 8.4 as of the then most recent Covenant
Determination Date;

            (ii) the Principal Companies shall have furnished to the
Administrative Agent true and complete copies of the Acquisition Documentation
for such Acquisition and all material related documentation as soon as
practicable prior to the consummation of such Acquisition;

            (iii) the Administrative Agent shall have received evidence,
reasonably satisfactory in form and substance to the Agent, that all material
consents and approvals required to be obtained from any Governmental Authorities
in connection with such Acquisition (including initial consents required to be
obtained from the FCC with respect to the transfer of Main Station Licenses)
shall have been obtained; and

            (iv) the Principal Companies shall have delivered to the
Administrative Agent a Compliance Certificate duly executed by an Authorized
Officer of each Principal

<PAGE>
                                      -25-


Company, which certificate shall contain (A) financial information, reasonably
satisfactory to the Administrative Agent, showing that after giving effect on a
Pro Forma Basis to such Acquisition, the Principal Companies shall not be in
violation of any of the financial covenants contained in Section 8.4 as of the
Covenant Determination Date most recent to the date of such Compliance
Certificate, (B) reasonably detailed information relating to all of the
Consolidated Investment Capital Expenditures made in connection with, or
otherwise budgeted to be made within 365 days after the completion of, such
Acquisition, and (C) a statement that no Default is then continuing or will be
continuing immediately after giving effect to such Acquisition.

         (c) If the Amount (as defined below) of any such Acquisition shall
exceed $50,000,000, then the Principal Companies shall have obtained the prior
written approval of the Required Lenders for such Acquisition.

         The term "AMOUNT" shall have the meaning specified in Section 1.1, but,
as used in paragraphs (a) (including clauses (iv) and (v) thereof), (b) and (c)
of this definition with respect to any particular Acquisition, shall be subject
to the following adjustments: (A) the Amount of any Acquisition shall in any
event include all Consolidated Investment Capital Expenditures made in
connection with, or otherwise budgeted to be made within 365 days after the
completion of, such Acquisition, and (B) the Amount of any Acquisition shall NOT
in any event include any consideration paid in respect of such Acquisition in
the form of Permitted Equity Interests of the Parent Company; and the term
"AMOUNT" shall, for purposes ONLY of clause (iv) and clause (v) of paragraph (a)
of this definition, be subject to the following additional adjustments: (A) the
Amount of any Acquisition shall NOT in any event include any consideration in
respect of (1) any Radio Swap Transactions to the extent paid in the form of
Radio Stations and related business assets or Properties (except as provided in
(clause (B) below), or (2) any of the Pending Acquisitions, and (B) the Amount
of any Acquisition shall in any event include all consideration in respect of
any Radio Swap Transactions to the extent paid in the form of cash, Cash
Equivalents, promissory notes or other evidences of Indebtedness.

         "PERMITTED ACQUISITION DEBT" means, collectively, any Indebtedness of
the Parent Company, the Borrower or any of the Subsidiary Guarantors incurred,
created, issued or assumed as the deferred purchase price of any Property
(including Equity Interests) acquired by the Parent Company, the Borrower or any
of the Subsidiary Guarantors in connection with any Acquisition permitted by
Section 8.6; provided, however, that: (a) the aggregate principal amount of all
of such Indebtedness outstanding (determined on a consolidated basis) shall not
at any time exceed the LESSER of (i) $10,000,000, or (ii) an amount otherwise
permitted by the last sentence of Section 8.2; (b) no part of such Indebtedness
shall be secured by any security interests in or Liens on any Property
(including Equity Interests) of the Parent Company, the Borrower or any of their
Subsidiaries other than the Property acquired in connection with such
Acquisition; and (c) both before and after giving effect on a Pro Forma Basis to
the incurrence of any such Indebtedness: (i) the Principal Companies shall not
be in violation of any of the financial covenants contained in Section 8.4 as of
the then most recent Covenant Determination Date; and (ii) no Default shall be
continuing or shall result therefrom.

         "PERMITTED DISPOSITION" means: (a) any Sale by the Parent Company, the
Borrower or any of their Subsidiaries of any of its inventory or other Property
in the ordinary course of its business; (b) any Sale by the Parent Company, the
Borrower or any of their Subsidiaries in the ordinary course of its business of
its equipment or other Property that is obsolete or no longer useful in or
necessary to its business; (c) any Sale by the Parent Company, the Borrower or
any of their Subsidiaries in the ordinary course of its business, and in a
manner consistent with its

<PAGE>
                                      -26-


customary and usual cash management and other similar investment practices, of
its Permitted Investments; (d) any Sale by any Subsidiary of the Parent Company
or the Borrower of all or any part of its Property to the Borrower or to any
Wholly-Owned Subsidiary of the Borrower that is a Subsidiary Guarantor; (e) any
Sale by the Parent Company, the Borrower or any of their Subsidiaries, in the
ordinary course of its business and in a manner consistent with its usual and
customary business practices, of Property to the Borrower or to any of the
Subsidiary Guarantors; (f) the creation or incurrence by the Parent Company, the
Borrower or any of their Subsidiaries of any Liens expressly permitted by
Section 8.3; and (g) any Sales by the Parent Company, the Borrower or any of
their Subsidiaries completed in connection with and related to any of the
Pending Acquisitions.

         "PERMITTED EQUITY INTERESTS" means, with respect to any Person, any of
the Equity Interests of such Person on account of or with respect to which such
Person shall have no obligations at any time prior to the first anniversary of
the Maturity Date to (a) declare or pay any dividends on or with respect to any
of such Equity Interests, (b) make (except upon liquidation of such Person) any
payments or other distributions on account of any redemption, repurchase,
retirement or other acquisition for value of any of such Equity Interests,
whether through a Subsidiary of such Person or otherwise (other than de minimis
cash payments in connection with conversion of Indebtedness of such Person into
Equity Interests of such Person), (c) make (except upon liquidation of such
Person) any return of capital to the holder thereof with respect to any of such
Equity Interests, or (d) make (except upon liquidation of such Person) any other
distributions of any kind on account of any of such Equity Interests, EXCEPT, in
the case of each of clauses (a), (b), (c) and (d), any payments or distributions
in the form of Equity Interests that constitute Permitted Equity Interests of
such Person.

         "PERMITTED INDEBTEDNESS" means any of the following Indebtedness:

         (a) Indebtedness of the Parent Company, the Borrower or any of their
Subsidiaries: (i) in respect of taxes, assessments, levies or other governmental
charges, and Indebtedness of any such Person in respect of accounts payable or
other Indebtedness to trade creditors incurred in the ordinary course of
business or in respect of claims against it for labor, materials or supplies;
(ii) secured by Liens of carriers, warehousemen, mechanics, landlords,
materialmen, laborers, suppliers and the like that constitute Permitted Liens
under clause (a) of the definition thereof; or (iii) in respect of judgments or
awards which have been in force for less than the applicable appeal period so
long as (A) (in each case) such Person shall at the time in good faith be
prosecuting an appeal or proceedings for review and execution thereof shall have
been effectively stayed pending such appeal or review, and (B) the aggregate
principal amount of all such Indebtedness under this clause (iii) outstanding at
any time (determined on a consolidated basis in accordance with GAAP) shall not
exceed $5,000,000;

         (b) Indebtedness under or in respect of Guaranty Obligations of the
Parent Company, the Borrower or any of their Subsidiaries in respect of letters
of credit or bankers' acceptances or surety or other bonds issued in the
ordinary course of business of such Person in connection with Liens that
constitute Permitted Liens under clause (a) of the definition thereof;

         (c) Indebtedness of the Parent Company, the Borrower or any of the
Subsidiary Guarantors under or in respect of Hedge Agreements permitted by
Section 8.8;

<PAGE>
                                      -27-


         (d) Indebtedness of the Parent Company, the Borrower or any of
their Subsidiaries that (i) is existing on the Closing Date, and (ii) is
specifically identified as Existing Indebtedness in Section 6.10(a) of the
Disclosure Schedule;

         (e) Permitted Acquisition Debt;

         (f) any Indebtedness of the Parent Company, the Borrower or any of
their Subsidiaries extending, renewing, refinancing, replacing or refunding any
Indebtedness of the kind described in clause (d) or clause (e) of this
definition; provided, however, that the initial principal amount of any such
Indebtedness described in this clause (f) shall not exceed the principal amount
of, plus accrued and unpaid interest on, the Indebtedness so extended, renewed,
refinanced, replaced or refunded (plus the amount of reasonable fees and
expenses incurred in connection therewith).

         "PERMITTED INVESTMENTS" means any of the following Investments by the
Parent Company, the Borrower or any of their Subsidiaries:

         (a) Investments that (i) are owned or held by the Parent Company, the
Borrower or any of their Subsidiaries on the Closing Date, and (ii) are
identified, unless immaterial and insubstantial, in Section 6.10(c) to the
Disclosure Schedule;

         (b) Investments in cash or in Cash Equivalents;

         (c) Investments in the form of accounts receivable or in the form of
notes receivable arising in the ordinary course of business;

         (d) Investments in the form of advances or prepayments to suppliers or
other vendors made in the ordinary course of business and in all material
respects consistent with the Parent Company's or the Borrower's usual and
customary business practices;

         (e) Investments in the form of advances to directors, managers,
officers or employees in the ordinary course of business and in all material
respects consistent with the Parent Company's or the Borrower's usual and
customary business practices for travel expenses, entertainment expenses,
relocation expenses, drawing accounts or other similar business-related
expenses;

         (f) Investments by the Borrower or any of its Subsidiaries made in the
ordinary course of its business in Capital Assets (subject always to the
limitations set forth in Sections 8.2 and 8.3); and

         (g) other Investments (other than Acquisitions) by the Parent Company,
the Borrower or any of their Subsidiaries made in any Person or Persons (other
than the Borrower or any of its Affiliates or Subsidiaries) from time to time
after the date hereof and not otherwise described in any of clauses (a) through
(f) of this definition; provided, however, that the aggregate amount of all of
such Investments so made from time to time during the period from the Effective
Date to the Maturity Date shall not exceed $5,000,000, such aggregate amount to
be determined on a consolidated basis (exclusive of any consideration in the
form of Permitted Equity Interests of the Parent Company) and on the basis of
the original cost of each of such Investments and determined before giving any
effect to any write-offs or write-downs of any of

<PAGE>
                                      -28-


such Investments or to any decreases or losses (whether partial or complete) in
the Fair Market Value thereof.

         "PERMITTED LIENS" means any of the following Liens:

         (a) (i) Liens to secure taxes, assessments, levies or other
governmental charges imposed upon the Parent Company, the Borrower or any of
their Subsidiaries, and Liens to secure claims against the Parent Company, the
Borrower or any of their Subsidiaries for labor, materials or supplies; (ii)
deposits or pledges made by the Parent Company, the Borrower or any of their
Subsidiaries in the ordinary course of its business (A) in connection with, or
to secure payment or performance of, (1) workers' compensation, unemployment
insurance or other forms of governmental insurance or benefits, or (2) liability
to insurance carriers under insurance or self-insurance arrangements, (B) to
secure the performance of bids, tenders, statutory obligations, leases,
contracts (other than contracts relating to borrowed money) or other obligations
of like nature, or (C) to secure surety, appeal, indemnity or performance bonds,
in each case, in the ordinary course of the business of such Person; (iii) Liens
in respect of judgments or awards against the Parent Company, the Borrower or
any of their Subsidiaries to the extent that such judgments or awards constitute
Permitted Indebtedness under clause (a) of the definition thereof; (iv) Liens of
carriers, warehousemen, mechanics, landlords, materialmen, laborers, suppliers
and the like incurred in the ordinary course of the business of the Parent
Company, the Borrower or any of their Subsidiaries, in each case, for sums not
overdue or being contested in good faith by appropriate proceedings, and for
which appropriate reserves with respect thereto have been established and
maintained on the consolidated books of the Parent Company and its Subsidiaries
in accordance with GAAP to the extent required by GAAP; and (v) easements,
rights-of-way, zoning and other similar restrictions and covenants and other
similar encumbrances or title defects which, in the aggregate, are not
substantial in amount, and which do not in any case materially detract from or
interfere with the ordinary conduct of the business of the Parent Company, the
Borrower or any of their Subsidiaries;

         (b) Liens that are in existence on the Closing Date and are disclosed
in Section 6.10(b) to the Disclosure Schedule;

         (c) Liens securing Permitted Acquisition Debt;

         (d) extensions, renewals and replacements of Liens described in clause
(b) or clause (c) of this definition or of Liens permitted by clause (c) or by
clause (d) of Section 8.3; provided, however, that (i) each such extension,
renewal or replacement Lien is limited to the Property covered by the Lien so
extended, renewed or replaced, and (ii) does not secure any Indebtedness other
than (A) Indebtedness that constitutes Permitted Indebtedness under clause (d)
or clause (e) of the definition thereof, or (as the case may be) (B)
Indebtedness permitted by clause (h) or clause (i) of Section 8.2; and

         (e) Liens arising by virtue of statutory, common law or contractual
provisions relating to bankers' Liens, rights of set-off and similar remedies as
to deposit or similar accounts.

         "PERSON" means any natural person, corporation, firm, limited liability
company, partnership, business trust, association, government, Governmental
Authority, or any other entity, whether acting in an individual, fiduciary or
other capacity.

<PAGE>
                                      -29-


         "PLAN" means any employee pension benefit (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code
or Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA..

         "PLEDGE AGREEMENT" means the Pledge Agreement, in or substantially in
the form of Exhibit D.

         "PLEDGED COLLATERAL" has the meaning specified in the Pledge Agreement
for the defined term "COLLATERAL".

         "PRINCIPAL COMPANIES" means, collectively, the Parent Company and the
Borrower.

         "PRO FORMA BASIS" means, with respect to compliance with any test or
covenant for any period hereunder, compliance with such test or covenant after
giving effect to any proposed Acquisition, disposition, incurrence of
Indebtedness or other action which requires compliance on a pro forma basis,
giving effect (among other things) to adjustments to increase Consolidated
Adjusted EBITDA, and using, for purposes of determining such compliance, the
historical financial statements of all entities or assets so acquired or to be
acquired and the consolidated financial statements of the Parent Company and its
Subsidiaries which shall be reformulated (a) as if such Acquisition,
disposition, incurrence of Indebtedness or other action, and any other such
action which has been consummated during such period, and any Indebtedness or
other liabilities incurred in connection with any such actions, had been
consummated at the beginning of such period (and assuming that such Indebtedness
bears interest during any portion of the applicable measurement period prior to
the relevant action at the weighted average of the interest rates applicable to
outstanding Loans during such period), and (b) otherwise in conformity with such
reasonable procedures as may be agreed upon between Administrative Agent and the
Principal Companies; provided, however, that all of the calculations referred to
herein shall be in reasonable detail and shall be in form and substance
reasonably satisfactory to Administrative Agent in all material respects.

         "PROPERTY" means any interest in any kind of property or asset, whether
real, personal or mixed, and whether tangible or intangible.

         "PURCHASE MONEY LIENS" has the meaning specified in Section 8.3(c).

         "RADIO STATIONS" means and includes, collectively, (a) all of the AM
and FM radio stations owned and operated by the Parent Company, the Borrower or
any of their Subsidiaries as of the Effective Date, and (b) all radio stations
from time to time acquired after the Effective Date by the Parent Company, the
Borrower or any of their Subsidiaries.

         "RADIO SWAP TRANSACTION" means, in relation to any Person, any
transaction, or any series of related transactions, in which such Person, or any
of its Affiliates, shall acquire one or more Radio Stations and related business
assets and Properties in exchange (whether in whole or in part) for one or more
Radio Stations and related business assets and Properties owned by such Person
or any of its Affiliates.

         "REAL PROPERTY" of any Person means all of the right, title and
interest of such Person in and to any land, improvements and fixtures, including
leaseholds.

<PAGE>
                                      -30-


         "RECOVERY EVENT" means the receipt by the Parent Company, the Borrower
or any of their Subsidiaries of any insurance or other cash proceeds that (a)
are payable by reason of any theft, loss, physical destruction, condemnation or
damage or any other similar event with respect to any Property of the Parent
Company, the Borrower or any of their Subsidiaries, and (b) exceed, with respect
to any such event or occurrence, $100,000 in the aggregate.

         "REGISTER" has the meaning specified in Section 11.3.

         "REINVESTMENT ASSETS" means, collectively, (a) any Capital Assets or
other Property to be used or otherwise employed by the Parent Company, the
Borrower or any of their Subsidiaries in any Lines of Business, and (b) any
Acquisition permitted by Section 8.6.

         "REINVESTMENT ELECTION" has the meaning specified in each of Section
2.7(b)(i) and (ii).

         "REINVESTMENT EVENT" means any Asset Sale, Financing Event or Recovery
Event in respect of which either or both of the Principal Companies shall have
made a Reinvestment Election by delivering a Reinvestment Notice with respect
thereto.

         "REINVESTMENT NOTICE" means a written notice duly executed by an
Authorized Officer of either or both of the Principal Companies stating that (a)
on and as of the date of such notice, no Event of Default is continuing, and (b)
the Principal Companies reasonably expect to use or to cause Subsidiaries of the
Principal Companies to use Net Cash Proceeds of an Asset Sale or Recovery Event
or Net Issuance Proceeds of a Financing Event to purchase, construct or
otherwise acquire Reinvestment Assets.

         "REINVESTMENT PERIOD" means, with respect to any Reinvestment Election,
the period commencing on the date of the Reinvestment Event to which such
Reinvestment Election relates and terminating on the later to occur of (a) the
expiration of the period of 365 days commencing on the date of such Reinvestment
Event, or (b) if, prior to the expiration of such 365-day period, the Parent
Company, the Borrower or any of their Subsidiaries shall have entered into a
binding agreement to reinvest all or any part of the Anticipated Reinvestment
Amounts relating thereto in Reinvestment Assets, then the expiration of the
period of 635 days commencing on the date of such Reinvestment Event.

         "REINVESTMENT PREPAYMENT AMOUNT" means, with respect to any
Reinvestment Election, the amount, if any, on any Reinvestment Prepayment Date
relating thereto, by which (a) the Anticipated Reinvestment Amounts in respect
of such Reinvestment Election EXCEED (b) the aggregate amount thereof which the
Parent Company, the Borrower or any of their Subsidiaries have expended or have
entered into legal and binding commitments to expend prior to such date to
acquire Reinvestment Assets.

         "REINVESTMENT PREPAYMENT DATE" means, with respect to any Reinvestment
Election, the earliest to occur of: (a) the date, if any, upon which the
Administrative Agent, upon the request of the Required Lenders, shall have
delivered a written termination notice to the Principal Companies; provided,
however, that such notice may only be given by the Administrative Agent to the
Principal Companies while any Material Event of Default shall be continuing; (b)
the last day of the relevant Reinvestment Period; or (c) the date on which the
Parent Company or the Borrower shall have determined not to, or shall have
otherwise ceased to, proceed with the purchase, construction or other
acquisition of Reinvestment Assets with all or any part of the related
Anticipated Reinvestment Amounts.
<PAGE>
                                      -31-


         "RELATED PARTIES" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

         "REQUIRED LENDERS" means, at any time, Lenders holding more than 50% of
the SUM of (a) the aggregate unused amount of all of the Commitments of all
Lenders in effect at such time, PLUS (b) the aggregate principal amount of all
of the Loans and (as a result of participations pursuant to Section 3.3(a) and
Section 3.3(d)) Letter of Credit Obligations outstanding at such time.

         "RESTRICTED PAYMENTS" means, in relation to the Parent Company, the
Borrower and their Subsidiaries: (a) any payment, prepayment, distribution,
loan, advance, Investment or Sale by the Borrower or by any of its Subsidiaries
which constitutes an Affiliate Transaction described in clause (a), (b), (c),
(d), (e), (f) or (g) of the definition "AFFILIATE TRANSACTION"; (b) any
declaration or payment by the Borrower or by any of its Subsidiaries of any
dividends or other distributions on account of, or any payment or other
distribution by the Borrower or by any of its Subsidiaries on account of the
purchase, repurchase, redemption, retirement or other acquisition for value of,
any Capital Stock of or any other Equity Interests in the Borrower; and (c) any
declaration or payment by the Parent Company or by any of its Subsidiaries of
any dividends or other distributions on account of, or any payment or other
distribution by the Parent Company or by any of its Subsidiaries on account of
the purchase, repurchase, redemption, retirement or other acquisition for value
of, any Capital Stock of or any other Equity Interests in the Parent Company.

         "REVOLVING COMMITMENT" means, for each Lender, the amount set forth
opposite such Lender's name under the caption "REVOLVING COMMITMENT" on Schedule
2, as such amount may be reduced from time to time pursuant to and in accordance
with the provisions hereof.

         "REVOLVING COMMITMENT FEES" has the meaning specified in Section
2.9(a).

         "REVOLVING CREDIT NOTE" has the meaning specified in Section 2.2(b).

         "REVOLVING LENDER" means any Lender with a Revolving Commitment, or, if
the Revolving Commitments have terminated or expired, any Lender holding
Revolving Loans or (as a result of participations pursuant to Section 3.3(a) and
3.3(d)), Letter of Credit Obligations.

         "REVOLVING LOAN" means any Loan by a Lender to the Borrower under
Section 2.1(b), which may be a Eurodollar Loan or a Base Rate Loan.

         "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc., and its successors.

         "SALE" means any sale, conveyance, exchange, swap, trade, transfer or
other disposition of any Property, including any sale, transfer or other
disposition of copyrights, trademarks and other intellectual Property made by or
through license agreements or other similar arrangements.

         "SECURED PARTIES" means, collectively: (a) the Lenders and the Agents
from time to time party to this Agreement or any of the other Loan Documents;
and (b) the Lender Counterparties.

<PAGE>
                                      -32-


         "SECURITIES" means any Equity Interests, bonds, debentures, promissory
notes or other evidences of Indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or, in general, any Instruments commonly known as
"securities".

         "SECURITY AGREEMENT" means the Security Agreement, in or substantially
in the form of Exhibit E, pursuant to which each of the Parent Company, the
Borrower and their Subsidiaries from time to time party thereto shall grant to
the Collateral Agent security interests in and to tangible and intangible
personal Property of such Person in accordance with the terms thereof.

         "SECURITY AGREEMENT COLLATERAL" has the meaning specified in the
Security Agreement.

         "SECURITY INSTRUMENT" means any security agreement, assignment, pledge
agreement, financing or other similar statement or notice, continuation
statement, other agreement or Instrument, or any amendment or supplement to any
thereof, creating, governing or providing for, evidencing or perfecting any
security interest or Lien.

         "SHAREHOLDER AGREEMENTS" has the meaning specified in Section
5.1.10(a).

         "SPECIFIED HEDGE AGREEMENT" means any Hedge Agreement (a) entered into
by and between (i) the Borrower or any of the Subsidiary Guarantors, and (ii)
the Administrative Agent or any of the Lenders or any Affiliates of any of the
Lenders, as counterparty, and (b) that has been designated in a written notice
from the counterparty to the Administrative Agent and the Borrower as a
Specified Hedge Agreement for purposes of this Agreement. The designation of any
Hedge Agreement as a Specified Hedge Agreement shall not create in favor of any
Person that is a counterparty thereto any rights in connection with the
creation, perfection, management, enforcement or release of any Collateral or in
connection with the management, enforcement or release of any of the Obligations
of any Guarantor under the Guaranty Agreement.

         "STOCKHOLDER AGREEMENT" means the Third Amended and Restated
Stockholders' Agreement, dated as of December 13, 1999, among the Parent
Company, Terry S. Jacobs, William L. Stakelin, and each of the several other
Persons from time to time party thereto as a "Stockholder" thereunder, as
amended, modified or otherwise supplemented from time to time.

         "SUBSIDIARY" means, in relation to any Person (in this paragraph called
the "PARENT") at any time, any corporation, limited liability company,
partnership or other Person (a) of which shares of Capital Stock or other Equity
Interests having ordinary voting power to elect a majority of the board of
directors or other managers of such corporation, limited liability company,
partnership or other Person, or representing a majority of the Equity Interests
in such corporation, limited liability company, partnership or other Person, are
at the time owned, controlled or held, directly or indirectly, by the parent, or
(b) the management of which is otherwise controlled, directly or indirectly, by
the parent.

         "SUBSIDIARY GUARANTORS" means, collectively, each of the Domestic
Subsidiaries of the Parent Company or the Borrower identified in Section 6.12 to
the Disclosure Schedule as a "SUBSIDIARY GUARANTOR", and each of the other
Subsidiaries of the Parent Company or the Borrower that at any time after the
Effective Date shall become a party to and bound by the Guaranty Agreement. For
purposes of this Agreement and the other Loan Documents, the Borrower shall not
be deemed to be a Subsidiary Guarantor.

<PAGE>
                                      -33-


         "SYNDICATION AGENT" means US Bank, National Association, in its
capacity as syndication agent for the Agents, the Issuing Lender and the Lenders
under this Agreement and the other Loan Documents, and any successor to such
syndication agent.

         "TAXES" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

         "TERM COMMITMENT" means, for each Lender, the amount set forth opposite
such Lender's name under the caption "TERM COMMITMENT" on Schedule 2, as such
amount may be reduced from time to time pursuant to and in accordance with the
provisions hereof.

         "TERM LENDER" means any Lender with a Term Commitment or an outstanding
Term Loan.

         "TERM LOAN" means any Loan by a Lender to the Borrower under Section
2.1(a), which may be a Eurodollar Loan or a Base Rate Loan.

         "TERM NOTE" has the meaning specified in Section 2.2(b).

         "TOTAL REVOLVER UTILIZATION" means, at any time of determination, the
SUM of (a) the aggregate principal amount of all outstanding Revolving Loans
(other than Revolving Loans made for the purpose of reimbursing the Issuing
Lender for any amounts drawn under any Letters of Credit, but not yet so
applied), PLUS (b) the Letter of Credit Obligations then outstanding.

         "TRANSACTIONS" means, collectively, (a) the entering into of the Loan
Documents and the borrowing of Loans on the Closing Date, (b) the termination of
the Existing Credit Facilities and the repayment in full of all loans and notes
under or with respect to the Existing Credit Facilities, and (c) the payment of
fees and expenses in connection with the foregoing.

         "USAGE" means, in relation to the Aggregate Revolving Commitment for
any period, the average for such period of the quotient, determined daily, of
the Total Revolver Utilization from time to time outstanding during such period,
divided by the Aggregate Revolver Commitment from time to time in effect during
such period.

         "VOTING INTERESTS" means, in relation to any Person at any particular
date, any Capital Stock or other Equity Interests of the class or classes having
general voting power under ordinary circumstances to elect the board of
directors, managers or trustees (or any other Persons performing similar
functions) of such Person (irrespective of whether or not at the time Capital
Stock or other Equity Interests of any other classes shall have or might have
voting power by reason of the happening of any contingency).

         "WHOLLY-OWNED SUBSIDIARY" means, in relation to any Person, any
Subsidiary of such Person, all of the Equity Interests in which (other than
directors' qualifying shares) are owned by such Person or by another
Wholly-Owned Subsidiary of such Person.

         1.2. USE OF DEFINED TERMS. Terms for which meanings are provided in
this Agreement shall, unless otherwise defined or the context otherwise
requires, have such meanings when used in the Notes, the Schedules and Exhibits,
each of the other Loan Documents, and each notice or other communication
delivered from time to time in connection with this Agreement or any Instrument
executed pursuant hereto.

<PAGE>
                                      -34-


         1.3. CROSS-REFERENCES. Unless otherwise specified, references in this
Agreement or in any of the other Loan Documents to any Schedule, Exhibit,
Article or Section are references to such Schedule, Exhibit, Article or Section
of this Agreement or of such other Loan Document, as the case may be, and,
unless otherwise specified, references in any Schedule, Exhibit, Article,
Section or definition to any paragraph or clause are references to such
paragraph or clause of such Schedule, Exhibit, Article, Section or definition.

         1.4. ACCOUNTING AND FINANCIAL DETERMINATIONS. Where the character or
amount of any asset or liability or item of income of expense is required to be
determined, or any accounting computation is required to be made, for the
purposes of this Agreement or any of the other Loan Documents, such
determination or calculation shall, to the extent applicable, be made in
accordance with generally accepted accounting principles, as consistently
applied by each of the Principal Companies ("GAAP").

         1.5. GENERAL PROVISIONS RELATING TO DEFINITIONS. Terms for which
meanings are defined in this Agreement 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 term
"INCLUDING" means including, without limiting the generality of any description
preceding such term. References to any Instrument defined in this Agreement or
any of the other Loan Documents refer to such Instrument as originally executed,
or, if subsequently amended or supplemented from time to time, as so amended or
supplemented and in effect at the relevant time of reference thereto. Each
reference herein to any Person shall include a reference to such Person's
successors and assigns.

                                   ARTICLE II.

                              THE CREDIT FACILITIES

         2.1. AMOUNTS AND TERMS OF COMMITMENTS.

         (a) TERM LOANS. Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make Term Loans (not to exceed its Term
Commitment) to the Borrower on the Closing Date, which shall not exceed for all
Lenders $65,000,000 in aggregate original principal amount. Amounts borrowed as
a Term Loan which are repaid or prepaid by the Borrower may not be reborrowed.

         (b) REVOLVING LOANS. Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make Revolving Loans to the Borrower from
time to time on any Business Day during the period from the Closing Date to the
Maturity Date, in an aggregate amount not to exceed at any time outstanding the
amount of such Lender's Revolving Commitment and in a combined amount for all
Lenders not to exceed at any time outstanding $85,000,000; provided, however,
that, immediately after giving effect to any Borrowing of Revolving Loans, the
sum of the aggregate principal amount of all of the outstanding Revolving Loans,
PLUS the aggregate amount of all of the outstanding Letter of Credit Obligations
shall not exceed the Aggregate Revolving Commitment then in effect. Within such
limits, and subject to the other terms and conditions hereof, the Borrower may
borrow Revolving Loans under this Section 2.1(b), prepay Revolving Loans
pursuant to Section 2.6 or 2.7 and reborrow Revolving Loans pursuant to this
Section 2.1(b).

<PAGE>
                                      -35-


         2.2. LOAN ACCOUNTS; NOTES. (a) The Loans made by each Lender shall be
evidenced by one or more loan accounts maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The loan accounts
maintained by the Administrative Agent shall, in the event of any discrepancy
between the entries in the Administrative Agent's books and any Lender's books
relating to such loan accounts, be controlling and, absent manifest error, shall
be prima facie evidence of the amount of the Loans made by the Lenders to the
Borrower, the principal and interest payments thereon and any other amounts
owing in respect of this Agreement or any of the other Loan Documents. Any
failure to make a notation in any such loan account or any error in doing so
shall not limit or otherwise affect the Obligations of the Borrower hereunder to
pay any amounts owing with respect to the Loans.

         (b) If requested by any Lender, the Borrower shall execute and
deliver to such Lender (and deliver a copy thereof to the Administrative Agent)
one or more promissory notes evidencing the Loans owing to such Lender pursuant
to this Agreement. Each such note evidencing Revolving Credit Loans shall be in
or substantially in the form of Exhibit A (as amended, endorsed, replaced or
otherwise modified from time to time, a "REVOLVING CREDIT NOTE"). Each such note
evidencing Term Loans shall be in or substantially in the form of Exhibit B (as
amended, endorsed, replaced or otherwise modified from time to time, a "TERM
NOTE"). Each such note evidencing Incremental Loans shall be substantially in
the form of the Revolving Credit Notes or the Term Notes with such conforming
changes thereto as shall be specified by the Administrative Agent (as amended,
endorsed, replaced or otherwise modified from time to time, an "INCREMENTAL LOAN
NOTE"). All of the Notes shall be entitled to all of the rights and benefits of
this Agreement, the other Loan Documents and the Collateral.

         2.3. REQUESTS FOR BORROWINGS. (a) To request any Borrowing (other than
a Borrowing of Revolving Loans pursuant to Section 3.3(b)), the Borrower shall
notify the Administrative Agent of such request by telephone (i) in the case of
a Borrowing of Eurodollar Loans, not later than 12:00 a.m., Boston,
Massachusetts time, three (3) Business Days before the date of the proposed
Borrowing, or (ii) in the case of a Borrowing of Base Rate Loans, not later than
11:00 a.m., Boston, Massachusetts time, on the date of the proposed Borrowing.
Each such telephonic Borrowing Request shall be irrevocable and shall be
confirmed promptly by telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with this Section 2.3:

                  (A) the amount of the Borrowing, which shall be in a minimum
         aggregate principal amount of $500,000 or any multiple of $500,000 in
         excess thereof;

                  (B) the requested Borrowing Date, which shall be a Business
         Day;

                  (C) whether the Borrowing is to be comprised of Eurodollar
         Loans or Base Rate Loans; and

                  (D) in the case of a Eurodollar Loan, the duration of the
         Interest Period to be applicable to such Eurodollar Loan. If the
         Borrowing Request shall fail to specify the duration of the Interest
         Period for any Eurodollar Loan which is part of any Borrowing, such
         Interest Period shall be of three (3) months' duration.

         (b) Upon receipt of a Borrowing Request, the Administrative Agent
will promptly notify each Lender thereof and of each such Lender's proportionate
share thereof.
<PAGE>
                                      -36-


         (c) Each Lender will make its proportionate share of each
Borrowing available to the Administrative Agent for the account of the Borrower
at the Administrative Agent's Office by 2:00 p.m., Boston, Massachusetts time,
on the Borrowing Date requested by the Borrower in funds immediately available
to the Administrative Agent. Unless any applicable condition of Article V has
not been satisfied, the proceeds of all Loans comprising such Borrowing will
then be made available to the Borrower by the Administrative Agent by wire
transfer in accordance with written instructions provided to the Administrative
Agent by the Borrower.

         (d) During the continuation of any Material Event of Default, the
Borrower may not elect to have any Loan made as a Eurodollar Loan.

         (e) After giving effect to any Borrowing, there shall not be more
than ten (10) different Interest Periods in effect in respect of all Loans which
are Eurodollar Loans.

         2.4. INTEREST ELECTIONS FOR ALL BORROWINGS. (a) The Borrower may upon
irrevocable notice to the Administrative Agent in accordance with paragraph (b):

                  (i) elect to convert on any Business Day, any Base Rate Loans
         (or any part thereof in an amount of not less than $500,000 or an
         integral multiple of $500,000 in excess thereof) into Eurodollar Loans;

                  (ii) elect to convert on the last day of any Interest Period
         with respect thereto, any Eurodollar Loans (or any part thereof in an
         amount of not less than $500,000 or an integral multiple of $500,000 in
         excess thereof) into Base Rate Loans; or

                  (iii) elect to continue on the last day of any Interest Period
         with respect thereto, any Eurodollar Loans (or any part thereof in an
         amount of not less than $500,000 or an integral multiple of $500,000 in
         excess thereof) as Eurodollar Loans;

provided, however, that, if any Borrowing comprised of Eurodollar Loans shall
have been reduced, by payment, prepayment or conversion, to an amount that is
less than $1,000,000 then the Eurodollar Loans comprising such Borrowing shall
automatically convert into Base Rate Loans on the last day of the then-current
Interest Period relating thereto.

         (b) The Borrower shall deliver to the Administrative Agent by
telephone not later than (i) 12:00 p.m., Boston, Massachusetts time, not less
than three (3) Business Days in advance of the Conversion Date or Continuation
Date, if the Loans are to be converted into or continued as Eurodollar Loans,
and (ii) 12:00 p.m., Boston, Massachusetts time, not less than one (1) Business
Day in advance of the Conversion Date, if the Loans are to be converted into
Base Rate Loans, specifying:

                  (A) the proposed Conversion Date or Continuation Date, which
         shall in each case be a Business Day;

                  (B) the aggregate principal amount of all Loans to be
         converted or continued;

                  (C) the nature of the proposed conversion or continuation; and

                  (D) the duration of the requested Interest Periods, if
         applicable.

<PAGE>
                                      -37-


Each such telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Interest Election Request in a form approved by the Administrative Agent
and signed by the Borrower.

         (c) If, upon the expiration of any Interest Periods applicable to
any Eurodollar Loans, the Borrower shall have failed to select on a timely basis
new Interest Periods to be applicable thereto, such Eurodollar Loans shall
automatically convert into Base Rate Loans upon the expiration of such periods.

         (d) Upon receipt of an Interest Election Request, the
Administrative Agent will promptly notify each Lender thereof, or, if no timely
notice is provided by the Borrower, the Administrative Agent will promptly
notify each Lender of the details of any automatic conversion. All conversions
and continuations shall be made pro rata according to the respective outstanding
principal amounts of the Loans with respect to which the notice was given.

         (e) During the continuation of any Material Event of Default, the
Borrower may not elect to have any Loan converted into or continued as a
Eurodollar Loan.

         (f) Notwithstanding any other provisions contained in this
Agreement, after giving effect to any conversion or continuation of any Loans,
there shall not be more than ten (10) different Interest Periods in effect in
respect of all Loans which are Eurodollar Loans.

         2.5. REDUCTION AND TERMINATION OF COMMITMENTS. (a) Each of the
Revolving Commitments shall in any event automatically and permanently terminate
in full on the Maturity Date. The Borrower may, upon not less than three (3)
Business Days' prior written notice to the Administrative Agent, permanently
terminate the Aggregate Revolving Commitment (including the Letter of Credit
Commitment) or permanently reduce the Aggregate Revolving Commitment (including
the Letter of Credit Commitment), without premium or penalty, by a minimum
aggregate amount of $1,000,000 or any multiple of $500,000 in excess thereof;
provided, however, that no such reduction or termination shall be permitted if,
immediately after giving effect thereto and to any prepayment of Revolving Loans
made on the effective date thereof, (i) the then outstanding principal amount of
the Revolving Loans, PLUS the then outstanding Letter of Credit Obligations,
will exceed the Aggregate Revolving Commitment then in effect, or (ii) the then
outstanding Letter of Credit Obligations will exceed the Letter of Credit
Commitment then in effect; and, provided, further, that once reduced in
accordance with this Section 2.5, the Aggregate Revolving Commitment (including
the Letter of Credit Commitment) may not be increased.

         (b) Each of the Aggregate Revolving Commitment and the Letter of
Credit Commitment shall be automatically and permanently reduced on the
following dates ("COMMITMENT REDUCTION DATES") in the amounts (collectively, the
"COMMITMENT REDUCTION AMOUNTS") set forth below opposite such dates:

<TABLE>
<CAPTION>
                                                    AGGREGATE                     LETTER OF CREDIT
              COMMITMENT                       REVOLVING COMMITMENT             COMMITMENT REDUCTION
            REDUCTION DATE                       REDUCTION AMOUNT                      AMOUNT
            --------------                     --------------------             --------------------

<S>                                                 <C>                             <C>
               06/30/05                             $1,275,000
               09/30/05                             $1,275,000
               12/31/05                             $1,275,000
</TABLE>

<PAGE>
                                      -38-

<TABLE>
<CAPTION>
                                                    AGGREGATE                     LETTER OF CREDIT
              COMMITMENT                       REVOLVING COMMITMENT             COMMITMENT REDUCTION
            REDUCTION DATE                       REDUCTION AMOUNT                      AMOUNT
            --------------                     ---------------------            --------------------

<S>                                                 <C>                              <C>
               03/31/06                             $1,275,000
               06/30/06                             $2,337,500                       $3,000,000
               09/30/06                             $2,337,500
               12/31/06                             $2,337,500

               03/31/07                             $2,337,500
               06/30/07                             $3,400,000                       $4,000,000

               09/30/07                             $3,400,000
               12/31/07                             $3,400,000

               03/31/08                             $3,400,000
               06/30/08                             $4,887,500                       $6,000,000
               09/30/08                             $4,887,500
               12/31/08                             $4,887,500

               03/31/09                             $4,887,500
               06/30/09                             $5,312,500                       $2,000,000
               09/30/09                             $5,312,500
               12/31/09                             $5,312,500

               03/31/10                             $5,312,500                       $4,000,000
               06/30/10                             $5,312,500                       $6,000,000
               09/30/10                             $5,312,500                       $5,000,000
               12/31/10                             $5,525,000                       $5,000,000
</TABLE>


The Aggregate Revolving Commitment and the Revolving Commitments of the Lenders,
and the Letter of Credit Commitment of the Issuing Lender, shall in any event
terminate in full on the Maturity Date and shall be of no further force or
effect whatsoever from and after that date.

         (c) On each date on which the Borrower shall become obligated to
prepay any principal of the Revolving Loans pursuant to Section 2.7(b) or
Section 2.7(c), all as provided by Section 2.7(e), then the Aggregate Revolving
Commitment shall be automatically and permanently reduced on each such date by
an amount equal to the aggregate principal amount of all of the Revolving Loans
so required to be prepaid on such date pursuant to Section 2.7(e). Each
mandatory reduction of the Aggregate Revolving Commitment pursuant to this
paragraph (c) shall be applied towards reduction of the remaining Commitment
Reduction Amounts applicable to the Aggregate Revolving Commitment on a pro rata
basis in accordance with the then remaining balance of each of such Commitment
Reduction Amounts. Upon each reduction of the remaining Commitment Reduction
Amounts applicable to the Aggregate Revolving Commitment pursuant to this
paragraph (c), the then remaining Commitment Reduction Amounts applicable to the
Letter of Credit Commitment shall also be simultaneously automatically and
permanently reduced on a proportional basis; provided, however that the Letter
of Credit Commitment shall not, except as otherwise provided in paragraph (d),
at any time be automatically reduced below $20,000,000.

<PAGE>
                                      -39-


         (d) The Letter of Credit Commitment shall be automatically and
permanently terminated in full upon termination of the Aggregate Revolving
Commitment. If the Letter of Credit Commitment shall at any time exceed the
Aggregate Revolving Commitment then in effect, then the Letter of Credit
Commitment shall immediately be automatically and permanently reduced to the
amount of the Aggregate Revolving Commitment then in effect.

         (e) Each reduction of the Aggregate Revolving Commitment pursuant
to this Section 2.5 shall be applied pro rata to each Revolving Lender's
Revolving Commitment in accordance with such Lender's proportionate share of
such Commitments. The amount of any reduction of the Aggregate Revolving
Commitment shall not be applied to the Letter of Credit Commitment unless
otherwise specified by the Borrower or unless otherwise required by the terms of
Section 2.5(c). All accrued Fees to the effective date of each reduction or
termination of the Aggregate Revolving Commitment shall be paid on the effective
date of each such reduction or termination. The Administrative Agent shall
promptly notify the Revolving Lenders of each reduction or termination of the
Aggregate Revolving Commitment.

         (f) The Aggregate Term Commitment shall terminate in full on the
Closing Date, upon making of the Term Loans on such date. Each of the Term
Commitments shall in any event automatically and permanently terminate in full
at 5:00 p.m. (Boston, Massachusetts time) on August 31, 2003 if the Term Loans
have not been made to the Borrower on or prior to that date.

         2.6. VOLUNTARY PREPAYMENTS. (a) The Borrower may, upon at least three
(3) Business Days' prior written notice by the Borrower to the Administrative
Agent in the case of Eurodollar Loans, and upon at least one (1) Business Day's
prior written notice by the Borrower to the Administrative Agent in the case of
Base Rate Loans, ratably prepay any Class or Classes of Loans, as the Borrower
may elect, in whole or in part, in amounts of $500,000 or an integral multiple
of $500,000 in excess thereof.

         (b) Any notice of prepayment delivered pursuant to this Section
2.6 shall be irrevocable and shall specify the date and amount of such
prepayment and the Classes and types of Loans to be prepaid, including whether
such prepayment is of Base Rate Loans or Eurodollar Loans or any combination
thereof. The Administrative Agent will promptly notify each Lender thereof and
of such Lender's applicable percentage of such prepayment. If any such notice is
given by the Borrower, the Borrower shall be absolutely and unconditionally
obligated to make such prepayment, and the prepayment amount specified in such
notice shall become and be due and payable on the date specified therein,
together with accrued interest to such date on the amount prepaid and the
amounts, if any, required to be paid by the Borrower pursuant to Section 4.4.

         (c) Each prepayment of Term Loans pursuant to this Section 2.6
shall be applied to the remaining scheduled installments of the Term Loans
pursuant to Section 2.8(b), in each case pro rata (based on the principal amount
then remaining unpaid of each of the scheduled installments of the Term Loans).

         2.7. MANDATORY PREPAYMENTS. (a) If, on any date, the SUM of (i) the
aggregate unpaid principal amount of all Revolving Loans then outstanding, PLUS
(ii) all of the Letter of Credit Obligations then outstanding (to the extent not
Cash Collateralized pursuant to the next sentence below or as provided for in
Section 3.7) shall exceed the Aggregate Revolving Commitment then in effect, the
Borrower shall immediately prepay principal of the Revolving Loans in the amount
of such excess. If, on any date, the aggregate amount of all Letter of Credit
Obligations then

<PAGE>
                                      -40-


outstanding shall exceed the Letter of Credit Commitment then in effect, the
Borrower shall Cash Collateralize on such date such Letter of Credit Obligations
in an amount equal to such excess.

         (b)(i) If on any date the Parent Company, the Borrower or any of their
Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery
Event, then an amount equal to 100% of the Net Cash Proceeds from such Asset
Sale or Recovery Event shall be applied upon receipt to prepay principal of the
outstanding Loans, all as provided by Section 2.7(e); provided, however, that
the Parent Company, the Borrower and their Subsidiaries shall be required to
apply Net Cash Proceeds received from any Asset Sale or Recovery Event towards
prepayment of principal as provided above only (A) if any Event of Default shall
be continuing at the time of the receipt of such Net Cash Proceeds, or (B) if
and to the extent that such Net Cash Proceeds, when added to the aggregate
amount of all other Net Cash Proceeds received from Asset Sales or Recovery
Events in the same Fiscal Year, shall exceed $5,000,000; and provided, further,
that the requirements for mandatory prepayment set forth above in this clause
(i) shall be reduced if and to the extent that either or both of the Principal
Companies elect, as hereinafter provided, to cause all or part of such Net Cash
Proceeds to be reinvested by the Parent Company or the Borrower or by one or
more of their Subsidiaries in Reinvestment Assets on or prior to the end of the
applicable Reinvestment Period (herein called a "REINVESTMENT ELECTION"). The
Principal Companies may exercise the Reinvestment Election with respect to any
Asset Sale or Recovery Event only if (1) no Event of Default shall be continuing
at the time of such Asset Sale or Recovery Event, and (2) either or both of the
Principal Companies deliver a Reinvestment Notice with respect to such Asset
Sale or Recovery Event to the Administrative Agent not later than ninety (90)
days following the date of such Reinvestment Event.

         (ii) If the Parent Company, the Borrower or any of their Subsidiaries
shall at any time receive Net Issuance Proceeds from any Financing Event, then
an amount equal to 100% of the Net Issuance Proceeds from such Financing Event
shall be applied upon receipt to prepay principal of the outstanding Loans, all
as provided by Section 2.7(e); provided, however, that the Parent Company, the
Borrower and their Subsidiaries shall be required to apply all or any part of
any such Net Issuance Proceeds towards prepayment of principal as provided above
only if and to the extent that such Net Issuance Proceeds, when added to the
aggregate amount of all other such Net Issuance Proceeds received from time to
time after the Effective Date shall exceed $10,000,000; and provided, further,
that the requirements for mandatory prepayment set forth above in this clause
(ii) shall be reduced: (A) if and to the extent that either or both of the
Principal Companies make an election (herein called a "REINVESTMENT ELECTION"),
as hereinafter provided, to cause all or any part of such Net Issuance Proceeds
to be reinvested by the Parent Company, the Borrower or one or more of their
Subsidiaries in Reinvestment Assets on or prior to the end of the applicable
Reinvestment Period; and (B) if and to the extent that the aggregate amount of
the Net Issuance Proceeds not covered by any such Reinvestment Election exceeds
the aggregate principal amount (if any) of the outstanding Loans that would need
to be prepaid in order to cause the Consolidated Leverage Ratio, determined as
of the most recent Covenant Determination Date on a Pro Forma Basis after giving
effect to any such Financing Event and any such prepayment, to be not greater
than 4.00:1.00. Either or both of the Principal Companies may exercise the
Reinvestment Election with respect to such Net Issuance Proceeds from any such
Financing Event only if (1) no Event of Default shall be continuing at the time
of such Financing Event, and (2) either or both of the Principal Companies
deliver a Reinvestment Notice with respect to the Net Issuance Proceeds from
such Financing Event to the Administrative Agent not later than ninety (90) days
following the date of such Reinvestment Event.

<PAGE>
                                      -41-


         (iii) Nothing in this paragraph (b) shall be construed as a consent
for, or be deemed to permit, any Asset Sale or Financing Event not otherwise
permitted by this Agreement.

         (iv) On the Reinvestment Prepayment Date with respect to any
Reinvestment Election made pursuant to clause (i) or (ii), an amount equal to
the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall
be applied as a mandatory prepayment of principal of the outstanding Loans, all
as provided by Section 2.7(e).

         (c) On each Excess Cash Flow Application Date (commencing with the
Excess Cash Flow Application Date falling on April 30, 2005), an amount equal to
50% of the Consolidated Excess Cash Flow for the Fiscal Year last ended shall be
applied as a mandatory prepayment of principal of the outstanding Loans, all as
provided by Section 2.7(e); provided, however, that if the Consolidated Leverage
Ratio as of the last day of such Fiscal Year is less than 5.00:1.00, then no
payment in respect of the Consolidated Excess Cash Flow for such Fiscal Year
shall be required pursuant to this Section 2.7(c).

         (d) The Borrower shall pay, together with each principal
prepayment under this Section 2.7, accrued interest on the amount prepaid and
any amounts required pursuant to Section 4.4. Any prepayments pursuant to this
Section 2.7 made on any day other than an Interest Payment Date for any Loan
shall be applied: FIRST, to any Base Rate Loans then outstanding; and, THEN, to
Eurodollar Loans with the shortest Interest Periods remaining; provided,
however, that, so long as no Event of Default shall then be continuing, the
Administrative Agent shall, upon the request of the Borrower, apply any such
prepayments to Eurodollar Loans only on the last day of each of the respective
Interest Periods relating thereto, and, until such application of any such
prepayments, the Administrative Agent shall hold the amount thereof as cash
Collateral for the Obligations upon the terms contained in the Collateral
Documents.

         (e) Each prepayment of principal of the outstanding Loans required
pursuant to Section 2.7(b) or 2.7(c) shall be applied to principal of the Loans
on a pro rata basis in accordance with the respective aggregate principal
amounts thereof outstanding at the time of prepayment.

         (f) Each prepayment of principal of the outstanding Term Loans
required pursuant to Section 2.7(b), 2.7(c) or 2.7(e) shall be applied to the
remaining scheduled installments of the Term Loans pursuant to Section 2.8(b),
in each case pro rata (based on the principal amount then remaining unpaid of
each of the scheduled installments of the Term Loans).

         2.8. REPAYMENTS OF PRINCIPAL.

         (a) REVOLVING LOANS. The Borrower shall repay to the Lenders in full on
the Maturity Date the entire unpaid principal amount of each of the Revolving
Loans outstanding on the Maturity Date.

<PAGE>
                                      -42-


         (b) TERM LOAN. The Borrower shall repay the Term Loans in twenty-five
(25) installments, payable on the principal payment dates specified in the table
below, in an amount for each such scheduled installment equal to the amount set
forth opposite the scheduled principal payment date for such scheduled
installment in the table below:

<TABLE>
<CAPTION>
             PRINCIPAL PAYMENT DATE                      AMOUNT
             -----------------------                     ------
<S>                 <C>                               <C>
                    12/31/04                            $ 812,500

                    03/31/05                            $ 812,500
                    06/30/05                            $ 812,500
                    09/30/05                            $ 812,500
                    12/31/05                           $1,300,000

                    03/31/06                           $1,300,000
                    06/30/06                           $1,300,000


                    09/30/06                           $1,300,000
                    12/31/06                           $2,275,000

                    03/31/07                           $2,275,000
                    06/30/07                           $2,275,000
                    09/30/07                           $2,275,000
                    12/31/07                           $3,087,500

                    03/31/08                           $3,087,500
                    06/30/08                           $3,087,500
                    09/30/08                           $3,087,500
                    12/31/08                           $3,900,000

                    03/31/09                           $3,900,000
                    06/30/09                           $3,900,000
                    09/30/09                           $3,900,000
                    12/31/09                           $3,900,000

                    03/31/10                           $3,900,000
                    06/30/10                           $3,900,000
                    09/30/10                           $3,900,000
                    12/31/10                           $3,900,000
</TABLE>


         (c) MATURITY DATE. Anything herein express or implied to the contrary
notwithstanding, there shall become and be absolutely and unconditionally due
and payable on the Maturity Date, and the Borrower hereby promises to pay on the
Maturity Date, the entire principal of each of the Revolving Loans and the Term
Loans then remaining unpaid, all of the unpaid interest accrued thereon, all of
the unpaid Fees accrued thereon and all other unpaid sums and other Obligations
owing under this Agreement or any of the other Loan Documents with respect to
the Revolving Commitments, the Revolving Loans and the Term Loans.

<PAGE>
                                      -43-


         2.9. FEES. In addition to the fees described in Section 3.8:

         (a) COMMITMENT FEES. The Borrower shall pay to the Administrative Agent
for the ratable account of each Revolving Lender, on the last day of each March,
June, September and December in each year and on the earlier of the Maturity
Date or the date on which the Aggregate Revolving Commitment shall terminate in
full, commitment fees ("REVOLVING COMMITMENT FEES") equal to the product of (i)
the average of the daily EXCESS of the Aggregate Revolving Commitment from time
to time in effect from and after the Effective Date, OVER the Total Revolver
Utilization from time to time outstanding from and after the Effective Date,
TIMES (ii) the Applicable Commitment Fee Percentage. The Revolving Commitment
Fees shall begin to accrue on the Effective Date and shall cease to accrue on
the earlier of the Maturity Date or the date on which the Aggregate Revolving
Commitment shall terminate in full.

         (b) OTHER FEES. The Principal Companies shall pay to the Administrative
Agent such fees, in such amounts and on such dates as have been agreed or may be
agreed between the Parent Company or the Borrower and the Administrative Agent
from time to time, including the fees payable to the Administrative Agent
pursuant to the Fee Letter of May 15, 2003 among the Principal Companies, the
Lead Arranger and the Administrative Agent.

         2.10. COMPUTATION OF FEES AND INTEREST. (a) All computations of
interest payable in respect of Base Rate Loans based upon the Base Rate shall be
made on the basis of a year of 365 or 366 days, as the case may be, and actual
days elapsed. All other computations of fees and interest under this Agreement
shall be made on the basis of a 360-day year and actual days elapsed. Interest
and fees shall accrue during each period during which interest or fees are
computed from the first day thereof to the last day thereof.

         (b) The Administrative Agent will promptly notify the Borrower and the
Lenders of each determination of the Eurodollar Rate; provided, however, that
any failure to do so shall not relieve the Borrower of any liability hereunder.
Any change in the interest rate or any fees resulting from a change in the
Applicable Margin or (as the case may be) in the Applicable Commitment Fee
Percentage shall become effective as of the opening of business on the relevant
date of such change. The Administrative Agent will promptly notify the Borrower
and the Lenders of the effective date and the amount of each such change;
provided, however, that any failure to do so shall not relieve the Borrower of
any liability hereunder.

         (c) Each determination of interest rates or fees by the Administrative
Agent shall be conclusive and binding on the Parent Company, the Borrower and
the Lenders in the absence of manifest error.

         2.11. INTEREST. (a) Except as and to the extent otherwise expressly
provided by this Agreement, each Loan shall bear interest on the unpaid
principal amount thereof from the date made through maturity (whether by
acceleration or otherwise) thereof as follows:

                  (i) if a Base Rate Loan, at the Alternate Base Rate PLUS the
         Applicable Margin for Base Rate Loans; or

                  (ii) if a Eurodollar Loan, at the Eurodollar Rate PLUS the
         Applicable Margin for Eurodollar Loans.

<PAGE>
                                      -44-


         (b) Interest on each Loan shall be paid in arrears on each Interest
Payment Date. Interest shall also be paid on the date of any prepayment of any
principal of Loans for the principal of such Loans so prepaid. During the
continuation of any Events of Default, interest shall be paid on demand.

         (c) So long as any one or more of the Material Events of Default shall
be continuing, the Borrower shall, if and to the extent that Required Lenders
shall so request, pay interest (after as well as before judgment) (i) on the
entire unpaid principal amount of all of the Loans from time to time outstanding
at the applicable rate per annum provided in paragraph (a) of this Section 2.11
PLUS 2%, and (ii) on all other unpaid amounts (including interest) from time to
time overdue, at a rate per annum equal to the Alternate Base Rate PLUS the
Applicable Margin for Base Rate Loans PLUS 2%.

         2.12.  PAYMENTS BY THE BORROWER; PRO RATA TREATMENT; ETC.

         (a) All payments (including prepayments) required to be made by the
Parent Company, the Borrower or any other Credit Party on account of principal,
interest, drawings under Letters of Credit, Fees and other amounts required to
be paid under this Agreement or any of the other Loan Documents shall be made
without set-off or counterclaim and shall, except as otherwise expressly
provided with respect to drawings under Letters of Credit and elsewhere in the
Loan Documents, be made to the Administrative Agent for the ratable account of
the Lenders at the Administrative Agent's Office, and shall be made in Dollars
and in immediately available funds, no later than 12:00 p.m. (Boston,
Massachusetts time) on the date specified in this Agreement or (as the case may
be) in any of the other Loan Documents. The Administrative Agent will promptly
distribute to each Lender its pro rata share, if any, of such principal,
interest, Fees or other amounts, in like funds as received. Any payment which is
received by the Administrative Agent later than 12:00 p.m. (Boston,
Massachusetts time) shall be deemed to have been received on the immediately
succeeding Business Day, and any applicable interest or Fees shall continue to
accrue until such payment shall be deemed to have been received.

         (b) Whenever any payment under this Agreement or any other Loan
Document hereunder shall be stated to be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of interest
or Fees, as the case may be (subject to the provisions set forth in the
definition of the term of "INTEREST PERIOD").

         (c) Unless the Administrative Agent shall have received notice from the
Parent Company, the Borrower or any other Credit Party prior to the date on
which any payment is due to the Lenders under this Agreement or any other Loan
Document that such Credit Party will not make such payment in full, the
Administrative Agent may assume that such Credit Party will make such payment in
full to the Administrative Agent on such date in immediately available funds, as
required by the Loan Documents, and the Administrative Agent may (but shall not
be so required), in reliance upon such assumption, cause to be distributed to
each Lender on such due date an amount equal to the amount then due such Lender.
If and to the extent that the Parent Company, the Borrower or (as the case may
be) such Credit Party shall not have made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent on
demand such amount distributed to such Lender, together with interest thereon
for each day from the date such amount is distributed to such Lender until the
date such Lender repays such amount to the Administrative Agent, at the Federal
Funds Rate as in effect for each such day.

<PAGE>
                                      -45-


         (d) Each Borrowing by the Borrower from the Lenders hereunder, and any
reduction of the Commitments of the Lenders, shall be made pro rata according to
the respective Commitments of the relevant Lenders. Each payment in respect of
principal or interest in respect of the Loans, each payment in respect of Fees
payable hereunder and each payment in respect of Letter of Credit Obligations,
shall be applied to the amounts of such Obligations owing to the Lenders pro
rata according to the respective amounts then due and owing to the Lenders.

         2.13.  PAYMENTS BY LENDERS TO THE ADMINISTRATIVE AGENT.

         (a) Unless the Administrative Agent shall have received notice from any
Lender, at least one (1) Business Day prior to the date of any proposed
Borrowing of Eurodollar Loans, and by 1:00 p.m., Boston, Massachusetts time, on
the Borrowing Date of any Base Rate Loans, that such Lender will not make
available to the Administrative Agent for the account of the Borrower the amount
of such Lender's pro rata share of such Borrowing in accordance with its
Commitment, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent as required hereunder on the
Borrowing Date, and the Administrative Agent may (but shall not be so required),
in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that any Lender shall not have made
its full amount available to the Administrative Agent in immediately available
funds and the Administrative Agent in such circumstances has made available to
the Borrower such amount, such Lender shall immediately make such amount
available to the Administrative Agent, together with interest at the Federal
Funds Rate from the date of such Borrowing to the date on which the
Administrative Agent recovers such amount from such Lender or the Borrower. A
notice from the Administrative Agent submitted to any Lender with respect to
amounts owing under this Section 2.13(a) shall be conclusive, absent manifest
error. If such amount is so made available, such payment to the Administrative
Agent shall constitute such Lender's Loan on the Borrowing Date for all purposes
of this Agreement. If such amount is not made available to the Administrative
Agent on the next Business Day following such Borrowing Date, the Administrative
Agent shall notify the Borrower of such failure to fund and, upon demand by the
Administrative Agent, the Borrower shall pay such amount to the Administrative
Agent for the Administrative Agent's account, together with interest thereon for
each day elapsed since such Borrowing Date, at a rate per annum equal to the
interest rate applicable at the time to the Loans comprising such Borrowing.

         (b) The failure of any Lender to make any Loan on any Borrowing Date
shall not relieve any other Lender of any obligation hereunder to make a Loan on
such Borrowing Date, but no Lender shall be responsible for the failure of any
other Lender to make the Loan to be made by such other Lender on any Borrowing
Date.

         2.14. SHARING OF PAYMENTS; ETC. (a) If, except as and to the extent
otherwise expressly provided elsewhere in this Agreement or in any of the other
Loan Documents, any Lender shall obtain on account of any of the Obligations
owing to it any payment (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise) in excess of its relevant pro rata share of
any payments on account of Obligations of the same kind obtained by other
Lenders, all as determined in accordance with Section 2.12(d) and other
applicable provisions of this Agreement or other Loan Documents, such Lender
shall forthwith (i) notify the Administrative Agent of such fact, and (ii)
purchase from other affected Lenders such participations in such Obligations
held by them as shall be necessary to cause such purchasing Lender to share the
excess payment ratably with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from the purchasing
Lender, such purchase shall to that

<PAGE>
                                      -46-


extent be rescinded and each other affected Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such
paying Lender's pro rata share (according to the proportion of (x) the amount of
such paying Lender's required repayment, to (y) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. The
Administrative Agent will keep records (which shall be conclusive and binding in
the absence of manifest error) of participations purchased pursuant to this
Section 2.14 and will, in each case, notify the Lenders following any such
purchases.

         (b) Each of the Principal Companies agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.14
may, to the fullest extent permitted by Applicable Law, exercise all of its
rights of payment (including all rights of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of each of the
Parent Company and the Borrower in the amount of such participation.

         2.15. INCREMENTAL FACILITIES.

         (a) The Borrower may, at any time and from time to time prior to the
third anniversary of the Effective Date, by written notice to the Administrative
Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof
to each of the Lenders), request the addition of one or more new credit
facilities (collectively, the "INCREMENTAL FACILITIES") consisting of a new
tranche of term loans (an "INCREMENTAL TERM FACILITY") or a new tranche of
revolving loans (an "INCREMENTAL REVOLVING FACILITY"), or a combination thereof;
provided, however, that, at the time of any such request by the Borrower and
upon the effectiveness of any Incremental Facility Amendment referred to below,
no Event of Default shall exist, and the Borrower shall be in compliance with
Section 8.4, determined on a Pro Forma Basis as if such Incremental Facility had
been outstanding as of the then most recent Covenant Determination Date.

         (b) The Incremental Facilities shall together be in an aggregate
original principal amount not exceeding $100,000,000, and each Incremental
Facility shall be in an aggregate original principal amount not less than
$20,000,000. Each Incremental Facility: (i) shall rank pari passu in right of
payment with the Revolving Loans and the Term Loans and shall be equally and
ratably secured by the Collateral; (ii) shall not mature earlier than six (6)
months after the Maturity Date (but may, subject to clause (iii) below, have
amortization and commitment reductions prior to such date); (iii) shall have a
weighted-average life that is longer than that of the Revolving Commitments and
the Term Loans, taken as a whole; and (iv) for purposes of prepayments, shall be
treated substantially the same as (and in any event no more favorably than) the
Term Loans, in the case of the Incremental Term Facilities, or the Revolving
Loans, in the case of the Incremental Revolving Facilities; provided, however,
that (A) the terms and conditions applicable to any Incremental Facilities
maturing after the Maturity Date may provide for material additional or
different financial or other covenants applicable only during periods after the
Maturity Date, and (B) the Incremental Facilities may be priced differently than
the Term Loans and the Revolving Loans.

         (c) Any such written notice from the Borrower shall set forth the
requested amount and terms of the relevant Incremental Facilities. The Borrower
may arrange for one or more banks or other financial institutions, each of which
shall be reasonably satisfactory to the Administrative Agent and the Borrower
(any such bank or other financial institution being herein called an "ADDITIONAL
LENDER"), to extend commitments under the Incremental Facilities, and

<PAGE>
                                      -47-


each existing Lender shall be afforded an opportunity, but shall not be
required, to provide a portion of any such Incremental Facilities. Commitments
in respect of Incremental Facilities shall become Commitments under this
Agreement, and each Additional Lender shall become a Lender under this
Agreement, pursuant to an amendment (an "INCREMENTAL FACILITY AMENDMENT") to
this Agreement and, as appropriate, the other Loan Documents, executed by the
Parent Company, the Borrower, each (if any) existing Lender agreeing to provide
such Commitment, each (if any) Additional Lender, and the Administrative Agent.

         (d) Each Incremental Facility Amendment shall, without the consent of
any of the other Lenders, effect such amendments to this Agreement and the other
Loan Documents as may be necessary or appropriate, in the reasonable
determination of the Administrative Agent, to effect the provisions of this
Section 2.15, and each such Incremental Facility Amendment shall be binding upon
all of the parties to this Agreement.

         (e) The effectiveness of each Incremental Facility Amendment shall be
subject to the satisfaction on the date thereof of each of the conditions set
forth in Section 5.2. The proceeds of the Incremental Facilities will be used to
finance Permitted Acquisitions, for working capital and for other general
corporate purposes.

         (f) Anything in this Section 2.15 express or implied to the contrary
notwithstanding: (i) the Administrative Agent and the Lead Arranger shall have
the exclusive rights to allocate Incremental Commitments among the Lenders and
Additional Lenders providing the Incremental Facilities; (ii) no Incremental
Facilities and no Incremental Commitments may become effective on or after the
Incremental Commitment Termination Date; (iii) the Aggregate Incremental
Commitment shall not exceed $100,000,000, and the aggregate principal amount of
all Incremental Loans from time to time outstanding shall not at any time exceed
$100,000,000, and (iv) except as otherwise provided or contemplated by the
forgoing paragraphs of this Section 2.15, the Incremental Facilities, the
Incremental Commitments and the Incremental Loans shall be subject to and
governed by all of the terms and conditions contained herein.

                                  ARTICLE III.

                              THE LETTERS OF CREDIT

         3.1. LETTER OF CREDIT SUBFACILITY.

         (a) On the terms and conditions set forth herein (i) the Issuing Lender
agrees (A) from time to time, on any Business Day during the period from the
Effective Date to the date which is thirty (30) days prior to the Maturity Date
to issue Letters of Credit for the account of the Borrower, and to amend or
renew Letters of Credit previously issued by it, in accordance with Sections
3.2(b) and Section 3.2(d), and (B) to honor drafts under the Letters of Credit;
and (ii) the Revolving Lenders severally agree to participate in Letters of
Credit issued for the account of the Borrower; provided, however, that the
Issuing Lender shall not issue any Letter of Credit if as of the date of, and
immediately after giving effect to, the issuance of such Letter of Credit: (1)
there shall be continuing any Event of Default of which the Issuing Lender shall
have received written notice from any of the Credit Parties or the
Administrative Agent; (2) the aggregate amount of all Letter of Credit
Obligations, PLUS the aggregate principal amount of all Revolving Loans, shall
exceed the Aggregate Revolving Commitment then in effect; or (3) the Letter of
Credit Obligations shall exceed the Letter of Credit Commitment then in effect.

<PAGE>
                                      -48-


         (b) The Issuing Lender shall be under no obligation to issue any Letter
of Credit if:

             (i) any order, judgment or decree of any Governmental Authority
         shall by its terms purport to enjoin or restrain the Issuing Lender
         from issuing such Letter of Credit, or any Applicable Law or any
         request or directive (whether or not having the force of law) from any
         Governmental Authority with jurisdiction over the Issuing Lender shall
         prohibit, or request that the Issuing Lender refrain from, the issuance
         of letters of credit generally or such Letter of Credit in particular
         or shall impose upon such Issuing Lender with respect to such Letter of
         Credit any restriction, reserve or capital requirement (for which the
         Issuing Lender is not otherwise compensated hereunder) not in effect on
         the Effective Date or shall impose upon the Issuing Lender any
         unreimbursable loss, cost or expense which was not applicable on the
         Effective Date and which the Issuing Lender reasonably deems material
         to it;

             (ii) the Issuing Lender shall have received written notice from any
         Lender or from any Credit Party, on or prior to the requested date of
         issuance of such Letter of Credit, that one or more of the applicable
         conditions precedent contained in Article V is not then satisfied;

             (iii) the expiry date of any requested Letter of Credit (A) is more
         than one (1) year after the date of issuance, unless the Administrative
         Agent and the Issuing Lender have approved such expiry date in writing,
         or (B) is later than the Maturity Date;

             (iv) any requested Letter of Credit is not in form and substance
         reasonably acceptable to the Issuing Lender, or the issuance of a
         Letter of Credit shall violate any applicable policies of the Issuing
         Lender; or

             (v) such Letter of Credit is in a face amount less than $50,000 or
         to be denominated in a currency other than Dollars.

         3.2. ISSUANCE, AMENDMENT AND RENEWAL OF LETTERS OF CREDIT.

         (a) Each Letter of Credit shall be issued upon (x) the irrevocable
written request of the Borrower received by the Issuing Lender (with a copy sent
by the Borrower to the Administrative Agent) at least four (4) Business Days (or
such shorter time as the Issuing Lender may agree in a particular instance in
its sole discretion) prior to the proposed date of issuance, and (y) approval by
the Administrative Agent of such request. Each request by the Borrower for
issuance of a Letter of Credit shall be by facsimile, confirmed promptly in an
original writing, in the form of a Letter of Credit Application, and shall
specify in form and detail reasonably satisfactory to the Issuing Lender: (i)
the proposed date of issuance of the Letter of Credit (which shall be a Business
Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the
Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the
documents to be presented by the beneficiary of the Letter of Credit in case of
any drawing thereunder; (vi) the full text of any certificate to be presented by
the beneficiary in case of any drawing thereunder; and (vii) such other matters
as the Issuing Lender may reasonably require.

         (b) From time to time while a Letter of Credit is outstanding and prior
to the Maturity Date, the Issuing Lender will, upon the written request of the
Borrower received by the Issuing Lender (with a copy sent by the Borrower to the
Administrative Agent) at least four (4) Business Days (or such shorter time as
the Issuing Lender may agree in a particular instance in its

<PAGE>
                                      -49-


sole discretion) prior to the proposed date of amendment, upon approval by the
Administrative Agent of such request, amend any Letter of Credit issued by it.
Each such request by the Borrower for amendment of a Letter of Credit shall be
made by facsimile, confirmed promptly in an original writing, in the form of a
Letter of Credit Amendment Application and shall specify in form and detail
reasonably satisfactory to the Issuing Lender: (i) the Letter of Credit to be
amended; (ii) the proposed date of amendment of the Letter of Credit (which
shall be a Business Day); (iii) the nature of the proposed amendment; and (iv)
such other matters as the Issuing Lender may reasonably require. The Issuing
Lender shall be under no obligation to amend any Letter of Credit if (A) the
Issuing Lender would have no obligation at such time to issue such Letter of
Credit in its amended form under the terms of this Agreement; or (B) the
beneficiary of any such Letter of Credit does not accept the proposed amendment
to the Letter of Credit.

         (c) The Administrative Agent will promptly notify the Revolving Lenders
of the receipt by it of any Letter of Credit Application or Letter of Credit
Amendment Application.

         (d) The Issuing Lender and the Revolving Lenders agree that, while a
Letter of Credit is outstanding and prior to the Maturity Date, at the option of
the Borrower and upon the written request of the Borrower received by the
Issuing Lender (with a copy sent by the Borrower to the Administrative Agent) at
least four (4) Business Days (or such shorter time as the Issuing Lender may
agree in a particular instance in its sole discretion) prior to the proposed
date of notification of renewal, the Issuing Lender shall be entitled to
authorize the automatic renewal of any Letter of Credit issued by it. Each such
request for renewal of a Letter of Credit shall be made by facsimile, confirmed
promptly in an original writing, in the form of a Letter of Credit Amendment
Application, and shall specify in form and detail reasonably satisfactory to the
Issuing Lender: (i) the Letter of Credit to be renewed; (ii) the proposed date
of notification of renewal of the Letter of Credit (which shall be a Business
Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other
matters as the Issuing Lender may reasonably require. The Issuing Lender shall
be under no obligation to renew any Letter of Credit if the Issuing Lender would
have no obligation at such time to issue or amend such Letter of Credit in its
renewed form under the terms of this Agreement. If any outstanding Letter of
Credit shall provide that it shall be automatically renewed unless the
beneficiary thereof receives notice from the Issuing Lender that such Letter of
Credit shall not be renewed, and if at the time of renewal the Issuing Lender
would be entitled to authorize the automatic renewal of such Letter of Credit in
accordance with this Section 3.2(d) upon the request of the Borrower but the
Issuing Lender shall not have received any Letter of Credit Amendment
Application from the Borrower with respect to such renewal or other written
direction from the Borrower with respect thereto, the Issuing Lender shall
nonetheless be permitted to allow such Letter of Credit to be renewed, and the
Borrower and the Revolving Lenders hereby irrevocably authorize each such
renewal, and, accordingly, the Issuing Lender shall be deemed to have received a
Letter of Credit Amendment Application from the Borrower requesting such
renewal.

         (e) This Agreement shall control in the event of any conflict with any
Letter of Credit Related Document (other than any Letter of Credit, the
provisions of which shall control in any event). The Issuing Lender will also
deliver to the Administrative Agent, concurrently or promptly following its
delivery of a Letter of Credit, or any amendment to or renewal of a Letter of
Credit, to a beneficiary, a true and complete copy of each such Letter of Credit
or amendment to or renewal of a Letter of Credit.


<PAGE>
                                      -50-


         3.3. PARTICIPATIONS, DRAWINGS AND REIMBURSEMENT.

         (a) Immediately upon the issuance of each Letter of Credit, each
Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Issuing Lender a participation in such Letter of
Credit and each drawing thereunder in an amount equal to the PRODUCT of (i) the
percentage equivalent of such Lender's proportionate share of all Revolving
Commitments then in effect, TIMES (ii) the maximum amount available to be drawn
under such Letter of Credit and the amount of such drawing, respectively.

         (b) In the event of any request for a drawing under a Letter of Credit
by the beneficiary or transferee thereof, the Issuing Lender will promptly
notify the Borrower. The Borrower shall reimburse the Issuing Lender prior to
12:00 p.m. (Boston, Massachusetts time), on each date that any amount is paid by
the Issuing Lender under any Letter of Credit (each such date, a "DISBURSEMENT
DATE"), in an amount equal to the amount so paid by the Issuing Lender, provided
that if such drawing occurs after 12:00 p.m. (Boston, Massachusetts time), the
Disbursement Date shall be deemed to be the day following the date of such
drawing. In the event that the Borrower shall fail to reimburse the Issuing
Lender for the full amount of any drawing under any Letter of Credit by 12:00
p.m. (Boston, Massachusetts time) on the Disbursement Date, the Issuing Lender
will promptly notify the Administrative Agent and the Administrative Agent will
promptly notify each Revolving Lender thereof, and the Borrower shall be deemed
to have requested that Revolving Loans consisting of Base Rate Loans be made by
the Revolving Lenders (and the Borrower hereby irrevocably consents to such
deemed request) pursuant to Section 2.1(a) to be disbursed on the Disbursement
Date under such Letter of Credit, SUBJECT ALWAYS to the satisfaction of the
conditions set forth in Section 5.2. Any notice given by the Issuing Lender or
the Administrative Agent pursuant to this Section 3.3(b) may be oral if
immediately confirmed in writing (including by facsimile); provided, however,
that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice.

         (c) Each Revolving Lender shall upon receipt of any notice pursuant to
Section 3.3(b) make available to the Administrative Agent for the account of the
Issuing Lender an amount in Dollars and in immediately available funds equal to
its pro rata share of the amount of the drawing, whereupon the participating
Lenders shall (subject to Section 3.3(d)) each be deemed to have made a
Revolving Loan consisting of a Base Rate Loan to the Borrower in that amount. If
any Lender so notified shall fail to make available to the Administrative Agent
for the account of the Issuing Lender the amount of such Lender's pro rata share
of the amount of the drawing by no later than 1:00 p.m. (Boston, Massachusetts
time) on the Disbursement Date, then interest shall accrue on such Lender's
obligation to make such payment, from the Disbursement Date to the date such
Lender makes such payment, at a rate per annum equal to (i) the Federal Funds
Rate in effect from time to time during the period commencing on the
Disbursement Date and ending on the date three (3) Business Days thereafter, and
(ii) thereafter, at the Alternate Base Rate as in effect from time to time. The
Administrative Agent will promptly give notice of each Disbursement Date to each
Revolving Lender, but failure of the Administrative Agent to give any such
notice on the Disbursement Date or in sufficient time to enable any Revolving
Lender to effect such payment on such date shall not relieve such Revolving
Lender from its obligations under this Section 3.3; provided, however, that
interest shall accrue, as provided in the immediately preceding sentence, on
such Revolving Lender's obligations not from the Disbursement Date, but instead
from the date on which such Revolving Lender receives such notice from the
Administrative Agent.

<PAGE>
                                      -51-


         (d) With respect to any unreimbursed drawing which is not converted
into Revolving Loans consisting of Base Rate Loans because the applicable
conditions precedent set forth in Section 5.2 cannot be satisfied, the Borrower
shall be deemed to have obtained from the Issuing Lender a Letter of Credit
Borrowing in the amount of such drawing, which Letter of Credit Borrowing shall
be absolutely and unconditionally due and payable on demand by the Issuing
Lender (together with interest) and shall bear interest at a rate per annum
equal to the Alternate Base Rate, PLUS the Applicable Margin for Base Rate
Loans, PLUS, in the case of any Letter of Credit Borrowing outstanding after the
Disbursement Date, 2% per annum, and each Lender's payment to the Issuing Lender
pursuant to Section 3.3(c) shall be deemed a payment in respect of its
participation in such Letter of Credit Borrowing.

         (e) Each Revolving Lender's obligation in accordance with this
Agreement to make Revolving Loans or to fund its participation in Letter of
Credit Borrowings, as contemplated by this Section 3.3, as a result of any
drawing under a Letter of Credit shall be absolute, unconditional irrevocable
and without recourse to the Issuing Lender and shall not be affected by any
circumstance, including: (i) any set-off, counterclaim, defense or other right
which such Revolving Lender may have against the Issuing Lender, the Borrower or
any other Person for any reason whatsoever; (ii) the occurrence or continuation
of any Default or any Materially Adverse Effect; or (iii) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

         3.4. REPAYMENT OF PARTICIPATION.

         (a) Upon (and only upon) receipt by the Administrative Agent for the
account of the Issuing Lender of funds from the Borrower (i) in reimbursement of
any payment made by the Issuing Lender under the Letter of Credit with respect
to which any Revolving Lender has paid the Administrative Agent for the account
of the Issuing Lender for such Revolving Lender's participation in the Letter of
Credit pursuant to Section 3.3, or (ii) in payment of interest on amounts
described in clause (i), the Administrative Agent will pay to each Revolving
Lender, in the same funds as those received by the Administrative Agent for the
account of the Issuing Lender, the amount of such Revolving Lender's pro rata
share of such funds, and the Issuing Lender shall receive the amount of the pro
rata share of such funds of any Revolving Lender that did not so pay the
Administrative Agent for the account of the Issuing Lender.

         (b) If the Administrative Agent or the Issuing Lender is required at
any time to return to the Borrower, or to any trustee, receiver, liquidator,
custodian or any other similar official in any Insolvency Proceeding, any
portion of the payments made by the Borrower to the Administrative Agent for the
account of the Issuing Lender pursuant to Section 3.4(a) in reimbursement of a
payment made under the Letter of Credit or interest or fees thereon, each
Revolving Lender shall, on demand of the Administrative Agent, forthwith return
to the Administrative Agent or such Issuing Lender the amount of its pro rata
share of any amounts so returned by the Administrative Agent or the Issuing
Lender plus interest thereon, from the date such demand is made to the date such
amounts are returned by such Revolving Lender to the Administrative Agent or the
Issuing Lender, at a rate per annum equal to the Federal Funds Rate in effect
from time to time.

         3.5. ROLE OF ISSUING LENDER.

         (a) Each Revolving Lender and the Borrower agree that, in paying any
drawing under a Letter of Credit, the Issuing Lender shall not have any
responsibility to obtain any

<PAGE>
                                      -52-


document (other than any sight draft and certificates expressly required by the
Letter of Credit) or to ascertain or inquire as to the validity or accuracy of
any such document or the authority of the Person executing or delivering any
such document.

         (b) Neither the Issuing Lender nor any of the respective
correspondents, participants or assignees of the Issuing Lender shall be liable
to any Revolving Lender or the Borrower for: (i) any action taken or omitted in
connection herewith at the request or with the approval of the Required Lenders;
(ii) any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any Letter of Credit Related Document.

         (c) The Borrower hereby irrevocably assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit. Neither the Issuing Lender nor any of the respective correspondents,
participants or assignees of the Issuing Lender shall be liable or responsible
for any of the matters described in clauses (a) through (f) of Section 3.6;
provided, however, that the Borrower may have a claim against the Issuing
Lender, and the Issuing Lender may be liable to the Borrower, to the extent, but
only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Borrower which the Borrower shall prove were caused by
the Issuing Lender's willful misconduct or gross negligence or the Issuing
Lender's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of such Letter of Credit. In
furtherance and not in limitation of the foregoing: (i) the Issuing Lender may
accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary; and (ii) the Issuing Lender shall not be
responsible for the validity or sufficiency of any Instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

         3.6. OBLIGATIONS ABSOLUTE. The Obligations of the Borrower under this
Agreement and any Letter of Credit Related Document to reimburse the Issuing
Lender for each drawing under each Letter of Credit, to repay each Letter of
Credit Borrowing and to repay each drawing under a Letter of Credit converted
into Revolving Loans, shall be absolute, unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this Agreement and each
such other Letter of Credit Related Document under all circumstances, including
the following:

         (a) any lack of validity or enforceability of this Agreement or any
Letter of Credit Related Document;

         (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations of the Borrower in respect of any
Letter of Credit or any other amendment or waiver of or any consent to departure
from all or any of the Letter of Credit Related Documents;

         (c) the existence of any claim, set-off, defense or other right that
the Borrower may have at any time against any beneficiary or any transferee of
any Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the Issuing Lender or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by the
Letter of Credit Related Documents or any unrelated transactions;

<PAGE>
                                      -53-


         (d) any draft, demand, certificate or other document presented under
any Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any
respect; or any loss or delay in the transmission or otherwise of any document
required in order to make a drawing under any Letter of Credit;

         (e) any payment by the Issuing Lender under any Letter of Credit
against presentation of a draft or certificate that does not strictly comply
with the terms of such Letter of Credit; or any payment made by the Issuing
Lender under any Letter of Credit to any Person purporting to be a trustee in
bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of any Letter of Credit; or

         (f) any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing, including any other circumstance that might
otherwise constitute a defense available to, or a discharge of, the Borrower or
any guarantor.

         3.7. CASH COLLATERAL PLEDGE. Upon (a) the request of the Administrative
Agent, (i) if the Issuing Lender has honored any full or partial drawing request
on any Letter of Credit, and such drawing has resulted in a Letter of Credit
Borrowing hereunder, or (ii) if, as of the Maturity Date, any Letters of Credit
shall for any reason remain outstanding and partially or wholly undrawn, or (b)
the occurrence of any of the circumstances described in Section 2.7(a) requiring
the Borrower to Cash Collateralize Letters of Credit, then the Borrower shall
immediately Cash Collateralize the Letter of Credit Obligations in an amount
equal to such Letter of Credit Obligations (or in the case of clause (b) above,
the excess amount required pursuant to Section 2.7(a)), and such cash will be
held as security for all Obligations of the Borrower to the Agents, the Issuing
Lender and the Revolving Lenders hereunder in a cash collateral account to be
established by the Administrative Agent, and, during the continuation of any
Event of Default, the Administrative Agent may, and upon the request of the
Required Lenders shall, apply such amounts so held to the payment of such
outstanding Obligations; provided, however, that on a date upon which no Letter
of Credit Obligations remain outstanding, and so long as no Defaults are then
continuing the Administrative Agent, at the request and expense of the Borrower,
will duly release the cash held as Cash Collateral pursuant to this Section 3.7
and shall assign, transfer and deliver to the Borrower (without recourse and
without any representation or warranty) such cash as is then being released and
has not theretofore been applied or released pursuant to this Agreement.

         3.8. LETTER OF CREDIT FEES.

         (a) The Borrower shall pay to the Administrative Agent, for the ratable
account of each Revolving Lender, letter of credit fees ("LETTER OF CREDIT
FEES") with respect to all Letters of Credit equal to (i) the Applicable Margin
for Revolving Loans that are Eurodollar Loans, TIMES (ii) the average daily
Letter of Credit Obligations outstanding (determined as of the close of business
on any date of determination), and such Letter of Credit Fees shall be due and
payable in arrears on each Interest Payment Date for Base Rate Loans.

         (b) The Borrower shall pay directly to the Issuing Lender, for the
Issuing Lender's own account, Letter of Credit fronting fees for all Letters of
Credit issued by the Issuing Lender equal to 0.125% per annum TIMES the
aggregate daily amount available to be drawn under all Letters of Credit from
time to time outstanding (determined as of the close of business on any date of
determination). Such Letter of Credit fronting fees shall be due and payable in
arrears on each Interest Payment Date for Base Rate Loans.

<PAGE>
                                      -54-


         (c) The Borrower shall also pay directly to the Issuing Lender from
time to time, on demand by the Issuing Lender and for its own account, such
other reasonable issuance, presentation, payment, amendment, transfer and other
processing fees, and other standard and reasonable charges, of the Issuing
Lender relating to letters of credit as are in accordance with the Issuing
Lender's standard schedule for such fees and charges in effect from time to
time.

                                   ARTICLE IV.

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         4.1. TAXES. (a) Any and all payments by or on account of any Obligation
of the Borrower or any other Credit Party hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided, however, that if the Borrower or any
other Credit Party shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 4.1) the Administrative
Agent, Lender or Issuing Lender (as the case may be) shall receive an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions, and (iii) the Borrower shall pay the
full amount deducted to the relevant Governmental Authority in accordance with
Applicable Law.

         (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with Applicable Law.

         (c) The Borrower shall indemnify the Administrative Agent, each Lender
and the Issuing Lender, within ten (10) days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Lender, as the case may be, on
or with respect to any payment by or on account of any Obligation of the
Borrower or any other Credit Party hereunder or under any other Loan Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section 4.1) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of any such payment or liability delivered to the Borrower by any
Lender or the Issuing Lender, or by the Administrative Agent on its own behalf
or on behalf of any Lender or the Issuing Lender, shall be conclusive absent
manifest error.

         (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower or any other Credit Party to any Governmental
Authority, the Borrower shall deliver to the Administrative Agent the original
or a certified copy of the receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.

         (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by Applicable


<PAGE>
                                      -55-


Law, such properly completed and executed documentation prescribed by Applicable
Law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate.

         (f) Each Lender agrees that it shall, at any time upon reasonable
advance request in writing by the Borrower or the Administrative Agent, promptly
deliver such certification or other documentation as may be required under
Applicable Law in any applicable jurisdiction and which such Lender is entitled
to submit to avoid or reduce withholding taxes on amounts to be paid by the
Parent Company, the Borrower or any other Credit Party and received by such
Lender pursuant to this Agreement or any of the other Loan Documents.

         (g) If the Administrative Agent or any Lender determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section 4.1, it shall pay
over such refund to the Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 4.1 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
reasonable out-of-pocket expenses actually incurred or sustained by the
Administrative Agent or such Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund); provided that the Borrower, upon the request of the Administrative
Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus
any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent or such Lender in the event that the
Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority. This paragraph (g) shall not be construed to require the
Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its taxes which it deems confidential) to the
Borrower or any other Person.

         (h) If the Parent Company, the Borrower or any other Credit Party is
required to pay additional amounts to any Lender, Issuing Lender or Agent
pursuant to Section 4.1, then such Lender, Issuing Lender or Agent shall, upon
such Credit Party's request, use its reasonable best efforts (consistent with
policy considerations of such Lender, Issuing Lender or Agent) to change the
jurisdiction of its Lending Office or other office so as to reduce or eliminate
any such additional payment which may thereafter accrue if such change, in the
reasonable judgment of such Lender, Issuing Lender or Agent is not otherwise
disadvantageous to such Person.

         (i) Each of the Lenders, the Issuing Lender and the Agents agrees that
it will (A) take all reasonable actions reasonably requested by the Borrower
(consistent with policy considerations of such Person) to maintain all
exemptions, if any, available to it from withholding taxes (whether available by
treaty or existing administrative waiver), and (B) to the extent reasonable,
otherwise cooperate with Principal Companies and other Credit Parties to
minimize any amounts payable by the Parent Company, the Borrower or other Credit
Parties under this Section 4.1, in any case described in the preceding clauses
(A) and (B), however, only if such action or cooperation is not disadvantageous
to such Person in the reasonable judgment of such Person.

         4.2. ILLEGALITY.

         (a) If any Lender shall determine that (i) the introduction of any
Applicable Law, or any change in any Applicable Law, or in the interpretation or
administration thereof, has made it unlawful, or (ii) any central bank or other
Governmental Authority has asserted that it is unlawful, for such Lender or its
Lending Office to make a Eurodollar Loan or to convert any Base

<PAGE>
                                      -56-


Rate Loan to a Eurodollar Loan, then, on notice thereof by such Lender to the
Borrower through the Administrative Agent, the obligation of such Lender to make
or convert any such Loan shall be suspended, and any such Loan to be made or
converted by such Lender shall instead be made or converted as a Base Rate Loan,
until such Lender shall have notified the Administrative Agent and the Borrower
that the circumstances giving rise to such determination no longer exist.

         (b) If any Lender shall determine that it is unlawful for such Lender
to maintain any Eurodollar Loan, all Eurodollar Loans of such Lender then
outstanding shall be automatically converted to Base Rate Loans, either on the
last day of each of the Interest Periods applicable thereto if such Lender may
lawfully continue to maintain such Eurodollar Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Eurodollar Loans, and
the Borrower shall pay any amounts required to be paid in connection therewith
pursuant to Section 4.4.

         (c) Before giving any notice to the Administrative Agent pursuant to
this Section 4.2, the affected Lender shall designate a different Lending Office
with respect to its Eurodollar Loans if such designation will avoid the need for
giving such notice or making such demand and will not, in the reasonable
judgment of such Lender, be illegal, inconsistent with the policies of such
Lender or otherwise disadvantageous to such Lender.

         4.3. INCREASED COSTS AND REDUCTIONS OF RETURN.

         (a) If any Lender or the Issuing Lender shall determine that, due to
either (i) the introduction of or any change in or in the interpretation or
administration of any Applicable Law (other than any Applicable Law relating to
taxes, including those relating to Taxes or Other Taxes) after the Effective
Date, or (ii) the compliance with any guideline or request from any central bank
or other Governmental Authority (whether or not having the force of law) made
after the Effective Date, there shall be any increase in the cost to such Lender
of agreeing to make or making, funding or maintaining any Eurodollar Loans or
participating in any Letter of Credit Obligations, or any increase in the cost
to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of
Credit or of agreeing to make or making, funding or maintaining any unpaid
drawing under any Letter of Credit, then the Borrower shall be liable for, and
shall from time to time, within thirty (30) days after receipt of any written
request therefor from such Lender or the Issuing Lender, as the case may be
(accompanied by a written statement describing such increased costs in
reasonable detail) (with a copy of such request to the Administrative Agent),
pay to the Administrative Agent, for the account of such Lender or the Issuing
Lender, all such additional amounts as are sufficient to compensate such Lender
or such Issuing Lender for such increased costs.

         (b) If any Lender or the Issuing Lender shall determine that (i) the
introduction of any Capital Adequacy Regulation after the Effective Date, (ii)
any change in any Capital Adequacy Regulation after the Effective Date, (iii)
any change in the interpretation or administration of any Capital Adequacy
Regulation by any central bank or other Governmental Authority charged with the
interpretation or administration thereof after the Effective Date, or (iv)
compliance by any Lender (or its Lending Office) or the Issuing Lender, as the
case may be, or any corporation controlling such Lender or the Issuing Lender,
as the case may be, with any Capital Adequacy Regulation adopted after the
Effective Date, affects or would affect the amount of capital required or
expected to be maintained by such Lender or the Issuing Lender or any
corporation controlling such Lender or the Issuing Lender and (taking into
consideration such Lender's, the Issuing Lender's or such corporation's policies
with respect to capital adequacy and

<PAGE>
                                      -57-


the Lender's, such Issuing Lender's or such corporation's desired return on
capital) determines that the amount of such capital is (or is required to be)
increased as a consequence of its Commitments, Loans, participations in Letters
of Credit, or obligations under this Agreement, then, within thirty (30) days
after receipt of any written request therefor from such Lender or the Issuing
Lender (accompanied by a written statement describing such increase) (with a
copy of such request to the Administrative Agent), the Borrower shall be liable
for and shall immediately pay to such Lender or the Issuing Lender, from time to
time as specified by such Lender or the Issuing Lender, additional amounts
sufficient to compensate such Lender or the Issuing Lender for such increase.

         4.4. FUNDING LOSSES. Each of the Parent Company and the Borrower shall
reimburse each Lender for, and shall hold each Lender harmless from, each loss,
cost or expense which such Lender shall sustain or incur as a consequence of:

         (a) any failure by the Borrower to make any payment of principal of or
interest on any Eurodollar Loan punctually when such principal shall become due
and payable in accordance with the terms hereof (whether at maturity, upon
acceleration, or otherwise);

         (b) any failure by the Borrower to borrow a Eurodollar Loan, continue a
Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan after the
Borrower has given a Borrowing Request or an Interest Election Request, as the
case may be;

         (c) any failure by the Borrower to make any payment of principal of or
interest on any Eurodollar Loan punctually when such principal and interest
shall become subject to prepayment in accordance with any notice of prepayment
given by the Borrower in accordance with the terms hereof; or

         (d) any payment or prepayment of principal of any Eurodollar Loan for
any reason whatsoever (whether pursuant to Section 2.6 or Section 2.7 or upon
acceleration, or otherwise) on a day which is not the last day of the Interest
Period, applicable thereto;

including any such loss, cost or expense arising from the liquidation or
reemployment of funds obtained by such Lender to maintain any Eurodollar Loan
hereunder or arising from fees payable by such Lender to terminate deposits from
which such funds were obtained.

         4.5. INABILITY TO DETERMINE RATES. Notwithstanding any provisions
herein to the contrary, if, in relation to any Eurodollar Loan, (a) the
Administrative Agent shall determine (which determination shall be conclusive
and binding upon all parties hereto) that by reason of circumstances affecting
the interbank markets adequate and fair means do not exist for ascertaining the
Eurodollar Rate to be applicable to such Eurodollar Loan, or (b) the
Administrative Agent shall receive notice from the Required Lenders that the
Eurodollar Rate determined or to be determined for any Interest Period
applicable to any Eurodollar Loans will not adequately and fairly reflect the
cost to the Lenders of making or maintaining the affected Eurodollar Loans
during such affected Interest Period, then, the obligation of the Lenders to
make, continue or maintain Eurodollar Loans or to convert Base Rate Loans into
Eurodollar Loans shall be suspended until the Administrative Agent, upon the
instruction of the Required Lenders, as applicable, revokes such notice in
writing. If, notwithstanding the provisions of this Section 4.5, any Lender has
made available to the Borrower its pro rata share of any such proposed
Eurodollar Loan, then the Borrower shall immediately repay the amount so made

<PAGE>
                                      -58-


available to it by such Lender, together with accrued interest thereon, if any,
or shall convert such proposed Eurodollar Loan to a Base Rate Loan.

         4.6. RESERVES ON EURODOLLAR LOANS. The Borrower shall pay to each
Lender, if and so long as such Lender shall be required under regulations of the
Federal Reserve Board to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as
"EUROCURRENCY LIABILITIES"), additional costs on the unpaid principal amount of
each Eurodollar Loan equal to costs of such reserves allocated to such Loan by
such Lender (as determined by such Lender, which determination shall be
conclusive absent manifest error), payable on each date on which interest is
payable on such Loan.

         4.7. CERTIFICATES OF LENDERS. Any Lender or the Issuing Lender claiming
reimbursement or compensation pursuant to this Article IV shall deliver to the
Borrower (with a copy to the Administrative Agent) a certificate setting forth
in reasonable detail the amount payable to such Person hereunder and such
certificate shall be conclusive and binding on each of the Parent Company, the
Borrower and the other Credit Parties in the absence of manifest error.

         4.8. CHANGE OF LENDING OFFICE. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 4.2 or Section
4.3 with respect to such Lender, it will, if so requested by the Borrower, use
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different Lending Office for any Loans affected by
such event with the object of avoiding the consequence of the event giving rise
to the operation of such Section; provided, however, that such designation would
not, in the sole judgment of such Lender, be otherwise disadvantageous to such
Lender. Nothing in this Section 4.8 shall operate so as to affect, diminish or
postpone any of the Obligations of the Parent Company, the Borrower or any other
Credit Parties or any of the rights of any Lender provided in Section 4.2 or
Section 4.3.

                                   ARTICLE V.

                              CONDITIONS PRECEDENT

         5.1. CONDITIONS TO MAKING FIRST CREDIT EXTENSIONS. The obligations of
each of the Lenders and the Issuing Lender to make its first Credit Extensions
hereunder on the Closing Date are subject to the fulfillment of each of the
following conditions precedent prior to or simultaneously with the making of the
first Credit Extensions on the Closing Date:

         5.1.1. EXECUTION AND DELIVERY OF THIS AGREEMENT AND NOTES. The
Administrative Agent shall have received (a) counterparts of this Agreement,
dated as of the Effective Date, duly executed and delivered by each of the
Principal Companies, the Agents, the Issuing Lender and the Lenders (or, in the
case of any party from which an executed counterpart shall not have been
received, the Administrative Agent shall have received in form reasonably
satisfactory to it a facsimile or other written confirmation from such party of
the execution and delivery of a counterpart hereof by such party), and (b) for
the account of each Lender that has made a request therefor, such Lender's Term
Note and Revolving Credit Note, each dated as of the Effective Date, duly
executed and delivered by the Borrower and containing appropriate insertions and
conforming to the requirements of Section 2.2.

         5.1.2. GUARANTY AGREEMENT; COLLATERAL DOCUMENTS. The Administrative
Agent shall have received counterparts of each of the Guaranty Agreement, the
Pledge Agreement and the
<PAGE>
                                      -59-


Security Agreement, each dated as of the Effective Date, each duly executed and
delivered by each of the Credit Parties, together with:

         (a) executed copies of financing statements (Form UCC-1) in appropriate
form for filing under the Uniform Commercial Code of each jurisdiction as may be
necessary to perfect the security interests and Liens purported to be created by
the Pledge Agreement and the Security Agreement;

         (b) evidence that all other action necessary or, in the reasonable
opinion of the Collateral Agent, desirable to perfect and protect the security
interests and Liens purported to be created by the Pledge Agreement or the
Security Agreement have been properly taken by the Credit Parties.

Any other action, including the taking of possession of specific Collateral by
the Collateral Agent, reasonably required by the Collateral Agent to create a
perfected security interest and Lien in the Collateral described in the
Collateral Documents shall have been properly taken in order to create such a
perfected security interest and Lien.

         5.1.3. OTHER LOAN DOCUMENTS; ETC. Each of the other Loan Documents
shall have been duly and properly authorized, executed and delivered by the
respective party or parties thereto and shall be in full force and effect. The
Administrative Agent shall have received original counterparts of each Loan
Document (other than the Notes) in sufficient number for distribution to each
Lender. Each such Loan Document shall, where applicable, be substantially in the
form of an Exhibit attached hereto, and all of such other Loan Documents shall
be in form and substance reasonably satisfactory to the Administrative Agent.
All exhibits, schedules or other attachments to any of the Collateral Documents
or other Loan Documents shall be in form and substance reasonably satisfactory
to the Administrative Agent.

         5.1.4. TERMINATION OF EXISTING CREDIT FACILITIES; ETC.

         (a) Concurrently with the making of the first Credit Extensions
hereunder on the Closing Date, all of the commitments in respect of the Existing
Credit Facilities shall be terminated, and all loans and notes with respect
thereto shall be repaid in full, together with interest thereon, all letters of
credit issued thereunder shall be terminated, and all other amounts (including
premiums) owing pursuant to the Existing Credit Facilities shall have been
repaid in full, and all Instruments in respect of the Existing Credit Facilities
and all guarantees with respect thereto shall have been terminated (except as to
indemnification provisions which may survive to the extent provided therein) and
shall be of no further force and effect.

         (b) On the Closing Date and after giving effect to the Transactions
completed on or prior to the Closing Date, the Parent Company, the Borrower and
their Subsidiaries shall have no Indebtedness outstanding other than (i) the
Loans, and (ii) the Existing Indebtedness identified in Section 6.10(a) of the
Disclosure Schedule. On and as of the Closing Date, all of the Existing
Indebtedness shall remain outstanding after giving effect to the Transactions
contemplated hereby without any default or event of default existing thereunder
or arising as a result of the Transactions contemplated hereby (except to the
extent amended or waived by the parties thereto on terms and conditions
reasonably satisfactory to the Administrative Agent).

         5.1.5. FINANCIAL STATEMENTS. The Parent Company shall have furnished to
each of the Lenders: (a) the unaudited consolidated financial statements of the
Parent Company and its

<PAGE>
                                      -60-


Subsidiaries for the period ending March 31, 2003, which shall have been
prepared in accordance with GAAP (except for the absence of footnotes and
subject to normal year-end adjustments); and (b) the financial projections
identified in Section 6.8(b).

         5.1.6. CERTIFICATES OF INSURANCE. The Administrative Agent shall have
received certificates of insurance from the insurance brokers for the Principal
Companies, or other evidence reasonably satisfactory to the Administrative
Agent, dated as of a recent date, identifying insurers, types of insurance,
insurance limits and policy terms, and otherwise describing all of the insurance
required to be maintained by the Principal Companies and the Subsidiary
Guarantors in accordance with the terms the Loan Documents, and certifying that
the Administrative Agent has been named as additional insured or (as the case
may be) loss payee under all of such insurance.

         5.1.7. RESOLUTIONS; ETC. The Administrative Agent shall have received:

         (a) from each of the Credit Parties, a certificate, dated as of the
Closing Date, of its secretary or any assistant secretary as to:

                (i) resolutions of its board of directors or (as the case may
         be) managers or general partners then in full force and effect
         authorizing the execution, delivery and performance of, in each case,
         to the extent such Credit Party is a party thereto, this Agreement and
         each of the other Loan Documents;

                (ii) the incumbency and signatures of the Authorized Officers of
         each such Credit Party authorized to act with respect to (in each case,
         to the extent such Credit Party is a party thereto) this Agreement and
         each of the other Loan Documents (upon which certificate each of the
         Agents, the Issuing Lender and the Lenders may conclusively rely until
         the Administrative Agent shall have received a further certificate of
         such Credit Party canceling or amending such prior certificate, which
         further certificate shall be reasonably satisfactory to the
         Administrative Agent); and

                (iii) each Governing Document of such Credit Party; and

         (b) such other similar documents (certified as of a recent date) as the
Administrative Agent may reasonably request with respect to any matter relevant
to this Agreement, the other Loan Documents, the Ancillary Documents or the
Transactions contemplated hereby.

Each of such documents shall be in form and substance reasonably satisfactory to
the Administrative Agent.

         5.1.8. CERTIFICATES OF GOOD STANDING; ETC. The Administrative Agent
shall have received: (a) the Governing Documents and other organizational
documents of each of the Principal Companies as in effect on the Effective Date,
certified as of a recent date by the Secretary of State (or other similar
applicable Governmental Authority) of the jurisdiction of incorporation or
organization of such Credit Party; and (b) a good standing certificate as of a
recent date for each Credit Party from the Secretary of State of the
jurisdiction of incorporation or organization of such Credit Party and each
State or other jurisdiction where the failure of such Credit Party to be
qualified to do business as a foreign corporation or other entity could
reasonably be expected to have a Materially Adverse Effect.

<PAGE>
                                      -61-


         5.1.9. NO MATERIALLY ADVERSE EFFECT; ETC.

         (a) No events or developments shall have occurred since March 31, 2003
which, individually or in the aggregate, have had or could reasonably be
expected to have a Materially Adverse Effect.

         (b) On or prior to the Closing Date, all necessary governmental and
third party approvals and/or consents in connection with the Transactions
completed or to be completed on or prior to the Closing Date and the other
transactions contemplated by the Loan Documents and otherwise referred to herein
shall have been obtained and remain in effect, and all applicable waiting
periods with respect thereto shall have expired without any action being taken
by any competent Governmental Authority which restrains, prevents or imposes
materially adverse conditions upon the consummation of such Transactions or the
other transactions contemplated by the Loan Documents or otherwise referred to
herein or therein.

         5.1.10. ANCILLARY DOCUMENTS; AFFILIATE TRANSACTIONS; ETC.

         (a) On or prior to the Effective Date, there shall have been delivered
to the Administrative Agent true, correct and complete copies, certified as true
and complete by an Authorized Officer of each Principal Company, of: (i) the
Stockholder Agreement and all other similar material agreements (other than
registration rights agreements or other similar agreements) entered into by the
Parent Company, the Borrower or any of their Subsidiaries governing the terms
and relative rights of its Equity Interests (collectively, the "SHAREHOLDER
AGREEMENTS"); all of which Shareholders Agreements shall be in form and
substance reasonably satisfactory to the Administrative Agent.

         (b) AFFILIATE TRANSACTIONS. Since March 31, 2003, no Credit Party shall
have made any Restricted Payments or entered into, performed or completed any
Affiliate Transactions, EXCEPT the payments and transactions described in
Section 6.11 to the Disclosure Schedule.

         (c) CHANGE OF CONTROL, ETC. No Change of Control shall have occurred
since March 31, 2003. Since March 31, 2003, neither of the Principal Companies
nor any of their Subsidiaries shall have (i) merged or consolidated with any
other Person, or (ii) sold, transferred or otherwise disposed of all or any
substantial part of its Property otherwise than in the ordinary course of
business.

         5.1.11. MINIMUM CONSOLIDATED ADJUSTED EBITDA; COMPLIANCE CERTIFICATE.
The Consolidated Adjusted EBITDA of the Parent Company and its Subsidiaries for
the period of twelve (12) consecutive fiscal months ended May 31, 2003,
determined on a Pro Forma Basis after giving effect to all Acquisitions
completed during such period, shall not be less than $17,000,000. The
Administrative Agent shall have received (with copies for each Lender) a duly
executed and completed Compliance Certificate, dated as of the Closing Date, in
or substantially in the form of Exhibit F.

         5.1.12. FEES AND EXPENSES. The Administrative Agent shall have received
from the Borrower on the Effective Date payment in full of all of the Fees
required to be paid on or prior to the Effective Date in accordance with Section
2.9 and (as the case may be) in accordance with Fee Letter referred to in
Section 12.8, and the Administrative Agent shall have received from the Borrower
payment in full of all of its actual and reasonable out-of-pocket costs and
expenses
<PAGE>
                                      -62-


(including Attorney Costs) payable in accordance with Section 12.4 for which
invoices shall have been submitted at least one (1) Business Day prior to the
Effective Date.

         5.1.13. LEGAL OPINIONS OF COUNSEL. The Administrative Agent shall have
received legal opinions, dated the Closing Date, addressed to the Administrative
Agent, from (a) special counsel to the Principal Companies, in or substantially
in the form of Exhibit H, and otherwise in form and substance reasonably
satisfactory to the Administrative Agent, and (b) Latham & Watkins, special FCC
counsel to the Principal Companies, in or substantially in the form of Exhibit
I, and otherwise in form and substance reasonably satisfactory to the
Administrative Agent.

         5.2. ALL CREDIT EXTENSIONS. The obligations of each of the Lenders and
the Issuing Lender to make each of its Credit Extensions hereunder (including
its first Credit Extensions to be made on the Closing Date) shall also be
subject to the satisfaction of each of the additional following conditions
precedent set forth in this Section 5.2.

         5.2.1. COMPLIANCE WITH WARRANTIES; NO DEFAULT; ETC. The representations
and warranties of each of the Parent Company, the Borrower and the Subsidiary
Guarantors set forth in Article VI, in the Collateral Documents and in the other
Loan Documents shall have been true and correct in all material respects on and
as of each of the respective dates made; and, both immediately before and
immediately after giving effect to each of such Credit Extensions: (a) such
representations and warranties shall be true and correct in all material
respects with the same full force and effect as if then made (except for any
such representation or warranty that relates solely to a prior date); and (b) no
Default shall have occurred and then be continuing.

         5.2.2. BORROWING REQUEST; INTEREST ELECTION REQUEST. The Administrative
Agent shall have received a Borrowing Request in compliance with Section 2.3 or
an Interest Election Request, as the case may be, for such Credit Extension. The
delivery of such Borrowing Request or such Interest Election Request shall
constitute a representation and warranty by each of the Parent Company and the
Borrower that, on and as of the requested date of such Credit Extension, and
both immediately before and immediately after giving effect to such Credit
Extension, all representations and warranties required by Section 5.2.1 are true
and correct.

         5.2.3. LEGALITY OF TRANSACTIONS. It shall not be unlawful (a) for the
Administrative Agent, the Issuing Lender or any Lender to perform any of its
obligations under any of the Loan Documents, or (b) for any Credit Party to pay
or perform any of its Obligations under any of the Loan Documents.

         5.2.4. SATISFACTORY LEGAL FORM; ETC. All Instruments and other
documents executed and delivered or submitted pursuant hereto by or on behalf of
any of the Credit Parties shall be reasonably satisfactory in form and substance
to the Administrative Agent and its special counsel; the Administrative Agent
and its special counsel shall have received all such information, and such
counterpart originals or such certified or other copies of all such other
materials, as the Administrative Agent or its special counsel shall have
reasonably requested; and all legal matters incident to the transactions
contemplated by this Agreement shall be reasonably satisfactory to the
Administrative Agent and its special counsel.


<PAGE>
                                      -63-


                                   ARTICLE VI.

                         REPRESENTATIONS AND WARRANTIES

         Each of the Principal Companies, jointly and severally, represents and
warrants to each of the Lenders, the Issuing Lender and the Agents as set forth
below in this Article VI:

         6.1. CORPORATE EXISTENCE AND POWER; ETC. Each of the Principal
Companies and the Subsidiary Guarantors:

         (a) is a duly organized and validly existing corporation, partnership
or limited liability company, as the case may be, and is in good standing under
the laws of the jurisdiction of its organization;

         (b) has the power and authority, and the legal right, to own or hold
under lease its Property, conduct its business and execute, deliver and perform
its Obligations under each of the Loan Documents to which it is or is to become
a party as contemplated hereby;

         (c) is duly qualified to do business as a foreign entity, and is
licensed and in good standing, under the Applicable Laws of each jurisdiction
where its ownership, lease or operation of Property or the nature or conduct of
its business requires such qualification or license, EXCEPT (in each case) where
the failure so to be qualified or licensed has not had and could not reasonably
be expected to have a Materially Adverse Effect; and

         (d) is in all material respects in compliance with all Applicable Laws,
EXCEPT (in each case) to the extent that the failure to comply therewith has not
had and could not reasonably be expected to have a Materially Adverse Effect.

         6.2. CORPORATE AUTHORIZATION; ETC. The execution, delivery and
performance by each of the Principal Companies and the Subsidiary Guarantors of
each of the Loan Documents to which it is or is to become a party as
contemplated hereby, and, in the case of the Borrower, to make the Borrowings
contemplated hereby, have been duly authorized by all necessary corporate,
limited liability company or partnership action, as the case may be, and do not
and will not:

         (a) contravene in any material respect any of the terms or other
provisions of any of the Governing Documents of any such Person;

         (b) conflict in any material respect with or result in any material
breach or contravention of, or the creation of any Liens under, any Instrument
or other document creating, governing or evidencing any material Contractual
Obligation to which such Person is a party or by which such Person or any of its
Property is bound or any order, injunction, writ or decree of any Governmental
Authority to which such Person or any of its Property is subject; or

         (c) violate any Applicable Law in any material respect.

         6.3. GOVERNMENTAL AUTHORIZATION. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except filings necessary to perfect the Liens granted pursuant to the
Collateral Documents, except filings required under Federal securities laws, and
except such other filings as will have been obtained or made on or prior to the

<PAGE>
                                      -64-


Closing Date), or exemption by, any Governmental Authority, or any subdivision
thereof, is required to authorize, or is required in connection with, (a) the
execution, delivery or performance of any Loan Document, or (b) the legality,
validity, binding effect or enforceability of any Loan Document, EXCEPT where
the failure to so obtain or make could not reasonably be expected to have a
Materially Adverse Effect; provided, however, that: (i) subsequent to the date
of execution of the Loan Documents, copies of certain of the Loan Documents are
required to be filed with the FCC; (ii) the Parent Company and its Subsidiaries
will be required from time to time to obtain certain authorizations of, or to
make certain filings with, the FCC that are required in connection with the
ordinary course of business of the Parent Company and its Subsidiaries; (iii)
under the Communications Act and the FCC rules, FCC approval is required prior
to the transfer of control of the Parent Company, the Borrower or any of their
Subsidiaries or the assignment of any of the FCC Authorizations or prior to the
exercise of any voting rights or management authority over the Parent Company,
the Borrower or any of their respective Subsidiaries; and (iv) prior to the
exercise of certain rights or remedies under the Collateral Documents by the
Agents or the Lenders, or their respective successors and assigns, FCC consents
and notifications with respect to such exercise may be required to be timely
obtained or made.

         6.4. BINDING EFFECT. Each of the Principal Companies has duly executed
and delivered this Agreement, the Guaranty Agreement, the Security Agreement,
the Pledge Agreement and each of the other Loan Documents required to be
executed and delivered by such Principal Company in accordance with the terms
hereof. Each of the Parent Company's Subsidiaries (other than Inactive
Subsidiaries of the Parent Company) will, by the Closing Date, have duly
executed and delivered the Guaranty Agreement, the Security Agreement, the
Pledge Agreement and each of the other Loan Documents required to be executed
and delivered by it in accordance with the terms hereof. Each of the Loan
Documents to which the Parent Company, the Borrower or any of the Subsidiary
Guarantors is a party constitutes, and each of the other Loan Documents upon
execution and delivery thereof by any Credit Party, will constitute, the legal,
valid and binding Obligations of each Credit Party thereto, enforceable against
each such Credit Party in accordance with its terms, EXCEPT (in each case) as
enforceability may be limited by applicable bankruptcy, insolvency or other
similar Applicable Laws affecting the enforcement of creditors' rights generally
or by equitable principles of general applicability.

         6.5. COLLATERAL DOCUMENTS. The provisions of the Collateral Documents
will, from and after the execution and delivery thereof by each Credit Party
party thereto, be effective to create in favor of the Collateral Agent, for the
benefit of each of the Lenders, the Issuing Lender and the Agents, legal, valid
and enforceable security interests in and Liens upon the Property of such Credit
Party constituting Collateral described therein and in the proceeds thereof. The
representations and warranties made by each of the Credit Parties in the
Collateral Documents, including representations and warranties relating to the
perfection of security interests in and Liens upon the Collateral described
therein and representations and warranties relating to the priority of such
security interests and Liens, will, from the date on which such representations
and warranties are made, be true and correct in all material respects with the
same full force and effect as if set forth in full herein.

         6.6. NO DEFAULT. No Default is continuing, and no Default will result
from the making of any Credit Extensions to the Borrower. None of the Principal
Companies or any of their Subsidiaries is in default under or with respect to
any Contractual Obligations in any respect which, individually or together with
all such defaults, has had or could reasonably be expected to have a Materially
Adverse Effect.

<PAGE>
                                      -65-


         6.7. USE OF PROCEEDS; MARGIN REGULATIONS. The proceeds of each of the
Credit Extensions are intended to be and shall be used (a) solely for the
purposes set forth in and permitted by Section 7.10, and (b) in compliance with
Section 8.16.

         6.8. FINANCIAL STATEMENTS; ETC.

         (a) All balance sheets, statements of operations and other financial
data which have been or shall from time to time hereafter be furnished by the
Principal Companies or any of their Subsidiaries to any of the Agents or Lenders
for the purposes of or in connection with this Agreement or any of the
transactions contemplated hereby do and will present fairly, in all material
respects, the financial condition of the Persons involved as of the dates
thereof and the results of their operations for the periods covered thereby.

         (b) The projected consolidated statements of operations and of cash
flows of the Parent Company and its Subsidiaries for each of Fiscal Years 2003
through 2010, all of which have been delivered to each of the Lenders and the
Agents prior to the date of this Agreement, have been prepared on the basis of
the reasonable assumptions accompanying them and reflect, as of the date of
preparation, the good faith estimates made on a reasonable basis by the Parent
Company and the Borrower of the performance of the Parent Company and its
Subsidiaries for the periods covered thereby based on such assumptions. Nothing
in this paragraph (b) shall be deemed a representation or assurance that such
projections will, in fact, be achieved.

         6.9. MATERIALLY ADVERSE EFFECT.

         (a) For purposes of the Credit Extensions to be made on the Closing
Date, no events or developments have occurred since March 31, 2003 which,
individually or in the aggregate, have had or could reasonably be expected to
have any Materially Adverse Effect.

         (b) For purposes of each Credit Extension requested to be made after
the Closing Date, no events or developments have occurred since the Closing Date
which, individually or in the aggregate, have had or could reasonably be
expected to have any Materially Adverse Effect.

         6.10. EXISTING INDEBTEDNESS, LIENS AND INVESTMENTS; ETC.

         (a) The Indebtedness of each of the Parent Company and its Subsidiaries
as of the Closing Date (after giving effect to the Transactions completed on or
prior to the Closing Date) is identified in Section 6.10(a) of the Disclosure
Schedule (all of the Indebtedness so described (other than Indebtedness under
the Loan Documents) being herein called, collectively, the "EXISTING
INDEBTEDNESS"). With respect to each item of Existing Indebtedness identified in
Section 6.10(a) of the Disclosure Schedule, the outstanding principal amount of
which is $5,000,000 or more on or as of the Closing Date, the Parent Company has
delivered or otherwise made available to the Administrative Agent a true and
complete copy of each Instrument evidencing such Existing Indebtedness or
pursuant to which such Existing Indebtedness was issued or secured (including
each amendment, consent, waiver or other Instrument executed and/or delivered in
respect thereof), as the same is in effect on or as of the Closing Date. Except
as otherwise disclosed in Section 6.10(a) of the Disclosure Schedule, neither
the Parent Company nor any of its Subsidiaries is in default in the payment of
any Existing Indebtedness, which payments, in the aggregate, exceed $1,000,000,
or in default or breach, in any material respect, in the performance of any
other material obligation under any Instrument evidencing or governing any
Existing Indebtedness (in an aggregate amount exceeding $5,000,000) or pursuant
to which


<PAGE>
                                      -66-


any such Existing Indebtedness (in an aggregate amount exceeding $5,000,000) was
issued or secured.

         (b) Section 6.10(b) of the Disclosure Schedule identifies all of the
Liens upon Property of the Parent Company or of any of its Subsidiaries that
secure Existing Indebtedness of the Parent Company or of any of its Subsidiaries
and that are in existence on or as of the Closing Date and either (i) are known
to the Parent Company or to any of its Subsidiaries on or as of the Closing
Date, or (ii) are of record on and as of the Closing Date.

         (c) Section 6.10(c) of the Disclosure Schedule also identifies each
Investment of the Parent Company or the Borrower or of any of their Subsidiaries
that is owned or held or is outstanding or in effect on or as of the Closing
Date, other than insubstantial and immaterial Investments and other than
Investments of the kind described in any of clauses (b) through (e) or in clause
(g) of the definition of the term "PERMITTED INVESTMENTS".

         6.11. TRANSACTIONS WITH AFFILIATES. Section 6.11 of the Disclosure
Schedule identifies (a) all (if any) Indebtedness of the Parent Company, the
Borrower or any of their Subsidiaries to any Affiliate of the Borrower on or as
of the Closing Date, material Contractual Obligations of the Borrower or of any
of their Subsidiaries to any Affiliate of the Borrower on or as of the Closing
Date, and Investments in the Parent Company, the Borrower or any of their
Subsidiaries owned, held or controlled by any Affiliate of the Borrower on or as
of the Closing Date, and (b) all (if any) Indebtedness of any Affiliate of the
Borrower to the Parent Company or to any of their Subsidiaries on or as of the
Closing Date, material Contractual Obligations of any Affiliate of the Borrower
to the Parent Company or to any of their Subsidiaries on or as of the Closing
Date, and Investments in any Affiliate of the Borrower owned, held or controlled
by the Parent Company or by any of its Subsidiaries on or as of the Closing
Date.

         6.12. CORPORATE STRUCTURE; ETC.

         (a) Section 6.12(a) of the Disclosure Schedule identifies, as of the
Effective Date, each Subsidiary of the Parent Company and of the Borrower, each
Subsidiary Guarantor and each Inactive Subsidiary. Section 6.12(a) of the
Disclosure Schedule identifies, with respect to each of the Principal Companies
and its Subsidiaries identified in Section 6.12(a) of the Disclosure Schedule,
as of the Effective Date, (i) the State or other jurisdiction of organization of
each such Person, (ii) the number of authorized and outstanding shares of each
class of Capital Stock and all other Equity Interests of each such Person, and
(iii) with respect to each Subsidiary of the Parent Company or the Borrower, (A)
each Person which owns or controls (whether legally or beneficially) any of the
Capital Stock or other Equity Interests of each such Subsidiary, and (B) the
number of shares or units of each class or kind of Capital Stock or other Equity
Interests so owned or controlled by each such Person.

         (b) Except as set forth in Section 6.12(b) of the Disclosure Schedule,
the Parent Company engages in no business activities and has no significant
assets or Property (other than Equity Interests in the Borrower and Permitted
Investments) or liabilities (other than its Guaranty provided in the Guaranty
Agreement, its obligations in respect of certain of the Existing Indebtedness
and such other liabilities as are otherwise permitted or contemplated by this
Agreement).

         6.13. TITLE TO PROPERTIES. Each of the Parent Company, the Borrower and
their Subsidiaries has good record and marketable title in fee simple to, or
valid leasehold interests in,

<PAGE>
                                      -67-


all Real Property necessary or used in the ordinary conduct of its businesses.
None of such Real Property is subject to any Liens, EXCEPT for Permitted Liens,
other Liens permitted by Section 8.3, and such defects in title as, individually
or in the aggregate, have not had and could not reasonably be expected to have a
Materially Adverse Effect.

         6.14. INTELLECTUAL PROPERTY RIGHTS; ETC. Each of the Parent Company,
the Borrower and their Subsidiaries owns (or is licensed to use) and possesses
all trademarks, trademark rights, tradenames, tradename rights, servicemarks,
servicemark rights, copyrights, patents and patent rights necessary or used in
the ordinary conduct of its businesses without any infringement upon any rights
of any other Persons, EXCEPT for such infringements as, individually or in the
aggregate, have not had and could not reasonably be expected to have a
Materially Adverse Affect.

         6.15. LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Principal Companies, threatened at
law, in equity, in arbitration or before any Governmental Authority, against the
Parent Company, the Borrower, any of their Subsidiaries or any of their
Properties which:

         (a) purport to affect or pertain to this Agreement or any of the other
Loan Documents or any of the transactions contemplated hereby; or

         (b) have had or could reasonably be expected to have a Materially
Adverse Effect.

No injunction, writ, temporary restraining order or any other order of any
nature has been issued by any Governmental Authority purporting to enjoin or
restrain the execution, delivery or performance of this Agreement or any of the
other Loan Documents, or directing that any transaction provided for herein or
therein not be consummated as herein provided.

         6.16. COMPLIANCE WITH APPLICABLE LAW; ETC. All transactions
contemplated by this Agreement and the other Loan Documents comply in all
material respects with (a) Regulations T, U and X of the Federal Reserve Board,
and (b) all other Applicable Law, EXCEPT where any failure to comply, in the
case of this clause (b), has not had and could not reasonably be expected to
have a Materially Adverse Effect.

         6.17. GOVERNMENTAL REGULATION. None of the Principal Companies or any
of their Subsidiaries is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, or a "holding company," or a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company of a holding company," within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

         6.18. TAXES. None of the Principal Companies or any of their
Subsidiaries is delinquent in the filing of any Federal or other tax returns and
reports required to be filed by it and each such Person has paid the tax thereon
shown to be due, and has paid all other material taxes, assessments, fees or
other charges levied or imposed upon it or its Properties or income, EXCEPT (in
each case) those which are being contested in good faith by appropriate
proceedings and for which adequate reserves have been provided in accordance
with GAAP. To the best knowledge of the Principal Companies or any of their
Subsidiaries, no claim is being asserted by any Governmental Authority with
respect to any tax, fee or other charge, and there is no proposed tax
assessment, against the Parent Company, the Borrower or any of their
Subsidiaries which,

<PAGE>
                                      -68-


individually or in the aggregate, has had or could reasonably be expected to
have a Materially Adverse Effect.

         6.19. ERISA. No ERISA Event has occurred or is reasonably expected to
occur with respect to the Parent Company or any of its Subsidiaries that, when
taken together with all other such ERISA Events for which liability is
reasonably expected to occur, has resulted or could reasonably be expected to
result in a Materially Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements of the Parent Company reflecting such
amounts, exceed the fair market value of the assets of such Plan by a material
amount, and the present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements of the Parent Company reflecting such amounts,
exceed the fair market value of the assets of all such underfunded Plans by a
material amount.

         6.20. ENVIRONMENTAL LIABILITIES. None of the Principal Companies or any
of their Subsidiaries (a) has failed to comply in any material respect with any
Environmental Laws or to obtain, maintain or comply in any material respect with
any material permit, license or other approval required under any Environmental
Laws, or (b) has become subject to, has received written notice of, or knows of
any basis for, any Environmental Liability which, individually or together with
all other Environmental Liabilities, has had or could reasonably be expected to
have a Materially Adverse Effect.

         6.21. LABOR CONTROVERSIES. There are no labor controversies pending or,
to the knowledge of the Principal Companies, threatened against the Parent
Company, the Borrower or any of their Subsidiaries which, individually or in the
aggregate, have had or could reasonably be expected to have a Materially Adverse
Affect.

         6.22. FCC AUTHORIZATIONS. The Parent Company and its Subsidiaries hold
such validly issued FCC main station and associated auxiliary, translator and
booster licenses and authorizations (collectively, the "FCC Authorizations"), as
are necessary to operate the Radio Stations as they are currently operated, each
of which is in full force and effect. The FCC main station licenses for Radio
Stations held or to be held on and as of the Closing Date by the Parent Company,
the Borrower or any of their Subsidiaries (collectively, the "Main Station
Licenses") are listed in Section 6.22(a) of the Disclosure Schedule, each of
which Main Station Licenses has the expiration date indicated in Section 6.22(a)
of the Disclosure Schedule. Each Radio Station is operated by the Borrower or
its Subsidiaries in all material respects (i) in accordance with the material
terms and conditions of the FCC Authorizations applicable to it, and (ii) in
accordance with the rules and regulations of the FCC and the Communications Act
of 1934, as amended (the "Communications Act"). Except as otherwise described in
Section 6.22(b) of the Disclosure Schedule, no proceedings are pending or, to
the knowledge of the Parent Company or the Borrower, threatened which may
reasonably be expected to result in the revocation, modification, non-renewal or
suspension of any of the Main Station Licenses, the denial of any pending
applications, the issuance of any cease and desist orders or the imposition of
any material fines, forfeitures or other administrative actions by the FCC with
respect to the Radio Stations or their operation, other than proceedings
affecting the radio broadcasting industry in general. Except as otherwise
described in Section 6.22(c) of the Disclosure Schedule, neither the Parent
Company nor the Borrower has knowledge of any matters (A) which could reasonably
be expected to result in the suspension or revocation of or the refusal to renew
any of the Main Station Licenses or the

<PAGE>
                                      -69-


imposition of any material fines or forfeitures by the FCC upon any Credit
Party, or (B) which could reasonably be expected to result in the modification
or revocation of any Radio Stations' authorization to operate as currently
authorized under the rules and regulations of the FCC.

                                  ARTICLE VII.

                              AFFIRMATIVE COVENANTS

         Each of the Principal Companies, jointly and severally, agrees with
each of the Lenders and the Agents and warrants that, from and after the date of
this Agreement and until all of the Commitments, the Letter of Credit Commitment
and the Letters of Credit shall have terminated and all of the Obligations shall
have been paid and performed in full, each of the Principal Companies will, and
will cause each of the Subsidiary Guarantors to:

         7.1. FINANCIAL INFORMATION; ETC. Deliver to the Administrative Agent,
in form and detail reasonably satisfactory to the Administrative Agent, with
sufficient copies for each Lender:

         (a) as soon as available, but not later than 90 days after the end of
each Fiscal Year: (i) a copy of the audited consolidated balance sheet of the
Parent Company and its consolidated Subsidiaries as at the end of such year and
the related consolidated statements of operations, stockholders' equity and cash
flows for such Fiscal Year, setting forth in each case in comparative form the
figures for the previous Fiscal Year, and accompanied by the opinion of the
Independent Public Accountant, which opinion shall state that such consolidated
financial statements present fairly, in all material respects, the financial
position and the results of operations for the periods indicated in conformity
with GAAP applied on a basis consistent with prior years (except for changes
agreed upon by the Parent Company and such auditors which are disclosed and
described in such statements). Such opinion shall be issued by the Independent
Public Accountant without Impermissible Qualification; and (ii) copies of
consolidating balance sheets as at the end of such Fiscal Year, and related
consolidating statements of operations for such Fiscal Year of the Parent
Company and its Subsidiaries (with comparable information as at the end of and
for the previous Fiscal Year) certified as to fairness of presentation by the
chief financial officer of the Parent Company;

         (b) as soon as available, but not later than 45 days after the end of
each of the first three Fiscal Quarters of each Fiscal Year: (i) a copy of the
unaudited consolidated balance sheet of the Parent Company and its consolidated
Subsidiaries as at the end of such quarter and the related consolidated
statements of operations, stockholders' equity and cash flows for such quarter
and for the portion of the Fiscal Year then ended, and certified by the chief
financial officer of the Parent Company as being complete and correct in all
material respects and fairly presenting in all material respects, in accordance
with GAAP (except for the absence of footnotes and subject to normal year-end
adjustments), the financial position and the results of operations of the Parent
Company and its consolidated Subsidiaries; and (ii) copies of consolidating
balance sheets as at the end of such Fiscal Quarter, and related consolidating
statements of operations for such Fiscal Quarter and for the portion of the
Fiscal Year then ended of the Parent Company and its Subsidiaries (with
comparable information as at the end of and for the corresponding Fiscal Quarter
of the prior Fiscal Year and for the corresponding portion of such prior Fiscal
Year) certified as to fairness of presentation by the chief financial officer of
the Parent Company; and

         (c) not later than January 31 of each Fiscal Year of the Parent
Company, a copy of the annual business plan and budget for such Fiscal Year for
the Parent Company and its

<PAGE>
                                      -70-


Subsidiaries on a market-by-market basis, including, in each case, budgeted
results for each Fiscal Quarter and for the Fiscal Year as a whole, in each
case, on a market-by-market basis, together with an explanation of any
differences between the sum of the individual budgets and the consolidated
totals, and upon the delivery of any financial statements relating to any period
included in such budget, a summary comparing the actual financial performance of
the Parent Company and its Subsidiaries during such period to that provided for
in such budget.

         7.2. COMPLIANCE CERTIFICATES; OTHER INFORMATION. Furnish to the
Administrative Agent, in form and detail reasonably satisfactory to the
Administrative Agent, with sufficient copies for each Lender:

         (a) concurrently with the delivery of the financial statements referred
to in Section 7.1(a) and Section 7.1(b), a Compliance Certificate properly
completed in compliance with the terms hereof and duly executed by an Authorized
Officer of each Principal Company;

         (b) promptly after the same are first sent, true and complete copies of
all financial statements and other reports which the Parent Company shall send
to its shareholders; and, promptly after the same are first filed, copies of all
financial statements and regular, periodic or special reports which the Parent
Company shall make to, or file with, the Securities and Exchange Commission; and

         (c) promptly, such additional business, financial and other information
with respect to the Parent Company, the Borrower or any of their Subsidiaries as
the Administrative Agent, at the request of any Lender, may from time to time
reasonably request.

         7.3. NOTICES. Upon any Authorized Officer of the Parent Company or the
Borrower first obtaining knowledge thereof, give written notice (accompanied by
a reasonably detailed written explanation with respect thereto) promptly to the
Administrative Agent of:

         (a) the occurrence of any Default;

         (b) any litigation, arbitration or governmental investigation or
proceeding not previously disclosed by the Parent Company or the Borrower to the
Administrative Agent which has been instituted or, to the best knowledge of the
Principal Companies, has been threatened against the Parent Company, the
Borrower or any of their Subsidiaries or to which any of their Properties is
subject and (i) which has had or could reasonably be expected to have a
Materially Adverse Effect, or (ii) which seeks to enjoin, limit or restrict the
performance by any of the Credit Parties of any of its Obligations under, or
challenges the validity, binding effect or enforceability of, this Agreement,
any of the other Loan Documents or any of the transactions contemplated hereby
or thereby;

         (c) any development which shall have occurred in any litigation,
arbitration or governmental investigation or proceeding previously disclosed by
the Principal Companies to the Administrative Agent and which has had or could
reasonably be expected to have a Materially Adverse Effect;

         (d) any of the following events affecting the Parent Company, the
Borrower or any ERISA Affiliate: (i) any ERISA Event; or (ii) if any of the
representations and warranties in Section 6.19 shall cease to be true and
correct in any material respect; or

<PAGE>
                                      -71-


         (e) the occurrence of any Change of Control.

         7.4. MAINTENANCE OF CORPORATE EXISTENCE; ETC. Cause to be done at all
times all things necessary to maintain and preserve its separate existence as a
corporation, limited liability company or partnership, as the case may be,
EXCEPT, in each case, as and to the extent otherwise expressly permitted by
Section 8.5.

         7.5. FOREIGN QUALIFICATION; ETC. Cause to be done at all times all
things necessary to maintain and preserve its material rights and franchises and
to be duly qualified to do business and to be in good standing as a foreign
corporation or (as the case may be) foreign limited liability company, foreign
partnership or other foreign entity in each jurisdiction where the nature of
such business makes such qualification necessary and where the failure so to
maintain and preserve its material rights and franchises or so to qualify will
have or could reasonably be expected to have a Materially Adverse Effect.

         7.6. PAYMENT OF TAXES; ETC. Pay and discharge, as the same become due
and payable or before the same become delinquent, as the case may be, all
material federal, state and local taxes, assessments and other governmental
charges or levies against or on any of its income, profits or Property, as well
as all material claims of any kind, which, if unpaid, might become a Lien upon
any of its Properties, and pay (before they become delinquent) all other
material obligations and liabilities; provided, however, that the foregoing
shall not require the Parent Company, the Borrower or any of their Subsidiaries
to pay or discharge any such tax, assessment, charge, levy, Lien, obligation or
liability (a) so long as it shall contest the validity thereof in good faith by
appropriate proceedings and shall have set aside on its books adequate reserves
in accordance with GAAP with respect thereto, or (b) if the failure to make such
payment or to effect such discharge will not have and could not reasonably be
expected to have a Materially Adverse Effect.

         7.7. MAINTENANCE OF PROPERTY; INSURANCE. Keep all of its material
tangible Property, systems and facilities that are useful and necessary in its
business in such condition as is sufficient for the operation of its business in
the ordinary course, ordinary wear and tear and obsolescence excepted, and
maintain with financially sound and reputable insurance companies insurance on
all of its Property in at least such amounts and against at least such risks as
are usually insured against by companies engaged in the same or similar
businesses.

         7.8. COMPLIANCE WITH LAWS; ETC.

         (a) Obtain all such material approvals and take all such other action
with respect to any Governmental Authority (including the FCC) as shall from
time to time be required for the execution, delivery or performance by the
Parent Company or the Borrower or by any of the Subsidiary Guarantors of this
Agreement or any of the other Loan Documents, and duly perform and comply in all
material respects with all of the material terms and conditions of all approvals
so obtained.

         (b) Comply in all material respects with all Applicable Laws,
including, without limitation, all Environmental Laws, the Communications Act,
all rules and regulations promulgated by the FCC and all FCC Authorizations,
EXCEPT, in each case, where the failure so to comply will not have and could not
reasonably be expected to have a Materially Adverse Effect and could not
reasonably be expected to result in the loss, cancellation, rescission,
termination or revocation of any material FCC Authorization granted to the
Parent Company, the Borrower or

<PAGE>
                                      -72-


any of their Subsidiaries. The Principal Companies shall from time to time make
all (if any) necessary filings with the FCC in connection with the execution,
delivery and performance of the Loan Documents or the transactions contemplated
thereby, including, without limitation, the applicable FCC filings identified
and described in Section 6.3 of this Agreement.

         7.9. BOOKS AND RECORDS. Keep proper books and records reflecting all of
its material business affairs and transactions in accordance with GAAP and
Applicable Law, and permit the Administrative Agent or any of its
representatives, and each of the Lenders and their representatives, upon
reasonable notice at reasonable times and intervals during ordinary business
hours, to visit and inspect any of its offices and Properties, discuss financial
matters relating to the Parent Company, the Borrower or any of their
Subsidiaries with any of their officers and the Independent Public Accountant
(and each of the Principal Companies hereby irrevocably authorizes the
Independent Public Accountant to discuss financial matters pertaining to the
Principal Companies with the Administrative Agent or any of the Administrative
Agent's representatives), and examine and make abstracts or photocopies from any
of its books or other corporate records. Except as otherwise provided by the
last sentence of this Section 7.9, all costs and expenses incurred by the
Administrative Agent or any of its representatives or by the Lenders or their
representatives shall be for the account of the Person incurring such cost or
expense unless any Event of Default shall be continuing, in which event all of
such reasonable costs and expenses shall be for the account of the Parent
Company and the Borrower. The Administrative Agent shall have the right to
perform a collateral audit at the offices and at the business and Property
locations of each of the Parent Company, the Borrower and the Subsidiary
Guarantors once during each Fiscal Year so long as no Events of Default shall be
continuing, and, if any Events of Default shall be continuing, at such
additional time or times during each Fiscal Year as the Administrative Agent
shall in its sole discretion determine to be necessary or appropriate. All of
the reasonable out-of-pocket costs and expenses incurred or sustained by the
Administrative Agent in connection with the conduct of such collateral audits
shall be for the account of the Parent Company and the Borrower; provided,
however, that the Parent Company and the Borrower shall not be responsible for
the costs and expenses of more than one (1) such collateral audit per Fiscal
Year conducted by the Administrative Agent while no Events of Default are
continuing.

         7.10. USE OF PROCEEDS. Use the proceeds of the Loans: (a) for working
capital and general corporate requirements of the Borrower and its Subsidiaries,
including Capital Expenditures; (b) to repay obligations under the Existing
Credit Facilities; and (c) to finance Acquisitions and the repurchase of
Permitted Equity Interests of the Parent Company and to pay fees and expenses
incurred in connection therewith, in all cases, if and to the extent permitted
hereunder.

         7.11. INTEREST RATE PROTECTION. Enter into by December 31, 2003 and
maintain in effect for a period of not less than two (2) consecutive years
thereafter, one or more Hedge Agreements providing interest rate protection
reasonably satisfactory to the Administrative Agent with respect to an aggregate
notional amount of principal that shall at no time during such two (2) year
period be less than fifty percent (50%) of the aggregate principal amount of all
of the Term Loans and Incremental Term Loans from time to time outstanding. Each
of the Hedge Agreements entered into by the Borrower from time to time pursuant
to this Section 7.11 shall contain terms and conditions reasonably satisfactory
to the Administrative Agent.

<PAGE>
                                      -73-



         7.12. IDENTIFICATION OF SUBSIDIARIES; PROVISION OF COLLATERAL.

         (a) If and whenever any direct or indirect Subsidiary of the Parent
Company or the Borrower (other than any Inactive Subsidiary) shall be created,
formed or acquired by the Parent Company or the Borrower or by any of their
Subsidiaries at any time after the date hereof, and if and whenever any Inactive
Subsidiary shall cease to be an Inactive Subsidiary:

             (i) furnish promptly to the Administrative Agent a written notice
         identifying such Subsidiary and setting forth with respect to such
         Subsidiary the information required by Section 6.12 with respect to the
         Subsidiaries of the Parent Company or the Borrower as of the Closing
         Date; and

             (ii) promptly comply with, and cause such Subsidiary to comply
         with, the applicable terms of paragraph (b).

         (b) Promptly after the consummation of any Acquisition or the creation,
formation or acquisition of any new Subsidiary of the Parent Company or the
Borrower (other than any Inactive Subsidiary), and promptly after any Inactive
Subsidiary shall cease to be an Inactive Subsidiary:

             (i) in the case of any acquisition of Equity Interests of any such
         Subsidiary by the Parent Company or the Borrower or by any of their
         Subsidiaries, whether in connection with the creation, formation or
         acquisition of a Subsidiary or otherwise: (A) comply with the terms of
         the Collateral Documents applicable to the creation and perfection of
         security interests in such Equity Interests; (B) cause such Subsidiary
         to execute and deliver to the Administrative Agent (1) joinder
         agreements in form and substance reasonably satisfactory to the
         Administrative Agent upon the terms of which such Subsidiary shall
         become a party to and bound by each of the Guaranty Agreement and the
         Collateral Documents, the effect of which shall be that, as of the date
         set forth in such joinder agreements, such Subsidiary shall become a
         party to each such Instrument and be bound by the terms thereof, and
         (2) such Uniform Commercial Code financing statements as shall be
         required to perfect the security interests and Liens in Collateral
         being pledged and assigned by such Subsidiary pursuant to the
         Collateral Documents; and (C) cause such Subsidiary to comply with the
         terms of the Collateral Documents applicable to the creation and
         perfection of security interests in Property of such Subsidiary;

             (ii) in the case of any Acquisition of tangible or intangible
         personal Property by the Parent Company, the Borrower or any of their
         Subsidiaries, (A) deliver or cause to be delivered to the
         Administrative Agent, duly executed by the Persons acquiring such
         Property, such Uniform Commercial Code financing statements as shall be
         required to perfect the security interest and Liens in the Property so
         acquired, and (B) cause the Persons acquiring such Property to comply
         with the terms of the Collateral Documents applicable to the creation
         and perfection of security interests in the Property so acquired; and

             (iii) in each such case, provide to the Administrative Agent all
         such other documentation, including, without limitation, one or more
         opinions of counsel reasonably satisfactory to the Administrative
         Agent, Governing Documents, and resolutions, as the

<PAGE>
                                      -74-


         Administrative Agent shall reasonably deem necessary or advisable in
         connection with such Acquisition of Property or the creation, formation
         or acquisition of such Subsidiary.

         (c) Each of the Principal Companies understands and agrees that time is
of the essence of the covenants of each of the Principal Companies under
paragraphs (a) and (b) of this Section 7.12, and, accordingly, each of the
Principal Companies covenants that it will, and will cause its Subsidiaries to,
comply in all material respects with each reasonable request or requirement of
the Administrative Agent made pursuant to such paragraphs of this Section 7.12,
each such request or requirement to be complied with promptly but, in any event,
within sixty (60) days after the date on which the Parent Company or the
Borrower shall have first received from the Administrative Agent written notice
of such request or requirement.

         7.13. FURTHER ASSURANCES. Make, execute, endorse, acknowledge, file
and/or deliver to the Administrative Agent or (as the case may be) the
Collateral Agent from time to time all such other schedules, confirmatory
assignments, financing statements, transfer endorsements, powers of attorney,
certificates, reports and other assurances or Instruments and take all such
further steps relating to this Agreement or any of the other Loan Documents or
(as the case may be) relating to any of the Collateral covered by any of the
Collateral Documents as the Administrative Agent or the Collateral Agent may
from time to time reasonably request in order to effect the purposes of this
Agreement, the Collateral Documents and the other Loan Documents.

                                  ARTICLE VIII.

                               NEGATIVE COVENANTS

         Each of the Principal Companies, jointly and severally, agrees and
covenants with each of the Lenders, the Issuing Lender and the Agents and
warrants that, from and after the date of this Agreement and until all of the
Commitments, the Letter of Credit Commitment and Letters of Credit shall have
terminated and all of the Obligations shall have been paid and performed in
full, neither of the Principal Companies will, and neither of the Principal
Companies will cause or permit any of the Subsidiary Guarantors to:

         8.1. LIMITATIONS ON LINES OF BUSINESS. At any time undertake, conduct
or transact, directly or indirectly, any businesses EXCEPT businesses which are
primarily in the Lines of Business.

         8.2. INDEBTEDNESS. Incur or permit to exist, or otherwise assume or
become or be liable in respect of or be responsible for, any Indebtedness;
EXCEPT:

         (a) Indebtedness of the Parent Company, the Borrower or any of their
Subsidiaries under any of the Loan Documents or in respect of any of the Credit
Extensions or any of the other Obligations;

         (b) Permitted Indebtedness;

         (c) Indebtedness of the Parent Company or the Borrower consisting of
dividends or other distributions on or with respect to its Equity Interests
declared but yet not paid, but only if and to the extent that such dividends or
other distributions are, at the time of declaration, expressly permitted by
Section 8.7;

<PAGE>
                                      -75-


         (d) Indebtedness of any of the Subsidiary Guarantors to the Borrower or
to any of the other Subsidiary Guarantors;

         (e) Indebtedness of the Borrower to any of the Subsidiary Guarantors;

         (f) Indebtedness of the Borrower or of any of the Subsidiary Guarantors
to the Parent Company; provided, however, that: (i) such Indebtedness shall be
evidenced and governed by a promissory note or other Instrument, satisfactory in
form and substance to the Administrative Agent, which shall be pledged to the
Collateral Agent pursuant to and upon the terms contained in the Collateral
Documents; (ii) neither the Borrower nor any of its Subsidiaries shall at any
time be obligated or otherwise required to make any Restricted Payments of or on
account of any such Indebtedness; and (iii) no part of such Indebtedness shall
be secured by any security interests or Liens on any Property of the Borrower or
any of its Subsidiaries;

         (g) Hedge Agreements entered into by the Borrower pursuant to Section
7.11;

         (h) Indebtedness (including Capital Lease Obligations) created or
incurred by the Borrower or any of the Subsidiary Guarantors from time to time
after the date hereof in connection with the acquisition, lease, construction or
improvement by such Person from time to time after the date hereof and in the
ordinary course of business of Property used or to be used in the ordinary
course of the business of the Borrower or any of its Subsidiaries; provided,
however, that (i) any Liens on such Property securing any such Indebtedness of
any such Person constitute Liens permitted by clause (c) of Section 8.3; and
(ii) in the case of Indebtedness described in this clause (h), the aggregate
amount of all of such Indebtedness of the Borrower or any of the Subsidiary
Guarantors (determined on a consolidated basis) shall not at any time exceed the
LESSER of (A) $10,000,000, or (B) the amount otherwise permitted by the last
sentence of this Section 8.2; and

         (i) other Indebtedness of the Parent Company, the Borrower or any of
the Subsidiary Guarantors not otherwise permitted by any of the other clauses of
this Section 8.2; provided, however, that the aggregate amount of all of such
other Indebtedness of the Parent Company, the Borrower and the Subsidiary
Guarantors (determined on a consolidated basis) incurred pursuant to this clause
(i) shall not at any time exceed the LESSER of (A) $5,000,000, or (B) the amount
otherwise permitted by the last sentence of this Section 8.2.

The provisions of clause (h) and clause (i) of this Section 8.2 and the
provisions of the definition of the term "PERMITTED ACQUISITION DEBT" are
subject to the additional limitations that the Principal Companies shall not,
and shall not cause or permit any of the Subsidiary Guarantors to, incur or
permit to exist, or otherwise assume or become or be liable in respect of, or be
responsible for, any Indebtedness of the kind described in clause (h) or clause
(i) of this Section 8.2 or any Permitted Acquisition Debt if and to the extent
that the aggregate amount of all of such Indebtedness of the Parent Company, the
Borrower and the Subsidiary Guarantors (determined on a consolidated basis)
shall at any time exceed $20,000,000.

         8.3. LIENS. Create, incur or assume, or permit to exist, any Liens upon
any of its Property (including any Equity Interests of any of its Subsidiaries),
whether now owned or hereafter created, arising or acquired; EXCEPT:

<PAGE>
                                      -76-


         (a) Liens created by any of the Collateral Documents or other Loan
Documents and securing the payment or performance of any of the Credit
Extensions or any of the other Obligations;

         (b) Permitted Liens;

         (c) Liens created or incurred by the Borrower or any of the Subsidiary
Guarantors from time to time after the date hereof to secure the payment of the
cost of Property acquired, leased, constructed or improved by such Person from
time to time after the date hereof and in the ordinary course of business, and
which Liens are created or incurred substantially contemporaneously with or
within 360 days after the acquisition, lease, construction or improvement of the
Property subject thereto (all Liens of the type described in this clause (c)
being hereinafter called "PURCHASE MONEY LIENS"); provided, however, that:

             (i) any Property subject to any such Purchase Money Lien created or
         incurred by any such Person shall be used in the ordinary course of
         business of the Borrower or any of its Subsidiaries; and

             (ii) no such Purchase Money Lien on any such Property shall extend
         to or cover any other Property, except, as and to the extent usual and
         customary in such financing arrangements, other Property constituting
         additions, attachments, accessions and accessories thereto and
         replacements and substitutions therefor and other Property related to
         any of the foregoing, and all proceeds of any thereof, and including
         all proceeds of insurance thereon;

provided, further, however, that, in the case of the Liens described in this
clause (c) the aggregate amount of all of the Indebtedness (including Capital
Lease Obligations) from time to time secured by any of such Liens (determined on
a consolidated basis) shall at no time exceed the amounts permitted by clause
(h) of Section 8.2; and

         (d) other Liens; provided, however, that, in the case of the Liens
described in this clause (d) of Section 8.3, the aggregate amount of all of the
Indebtedness (including Capital Lease Obligations) of the Borrower and the
Subsidiary Guarantors (determined on a consolidated basis) from time to time
secured by any of such Liens shall not at any time exceed the amount permitted
by clause (i) of Section 8.2.

         8.4.  FINANCIAL COVENANTS.

         (a) MAXIMUM LEVERAGE RATIO. Permit the Consolidated Leverage Ratio as
of the last day of any Fiscal Quarter ending during or on the last day of any
period identified below to exceed the ratio set forth opposite such period
below:

<TABLE>
<CAPTION>
         PERIOD                                                             RATIO
         ------                                                             -----
<S>                                                                          <C>
         Effective Date through 06/30/04                                     6.25:1.00
         07/01/04 through 12/31/04                                           6.00:1.00
         01/01/05 through 06/30/05                                           5.75:1.00
         07/01/05 through 09/30/05                                           5.50:1.00
         10/01/05 through 12/31/05                                           5.25:1.00
</TABLE>

<PAGE>

                                      -77-

<TABLE>
<CAPTION>
         PERIOD                                                             RATIO
         ------                                                             -----
<S>                                                                          <C>
         01/01/06 through 06/30/06                                           5.00:1.00
         07/01/06 through 12/31/06                                           4.75:1.00
         01/01/07 through 06/30/07                                           4.50:1.00
         07/01/07 and thereafter                                             4.25:1.00
</TABLE>

         (b) MINIMUM INTEREST COVERAGE RATIO. Permit the Consolidated Interest
Coverage Ratio as of the last day of any Fiscal Quarter ending during or on the
last day of any period identified below to be less than the ratio set forth
opposite such period below:

<TABLE>
<CAPTION>
         PERIOD                                                                 RATIO
         ------                                                                 -----

<S>                                                                           <C>
         Effective Date through 09/30/04                                      2.00:1.00
         10/01/04 through 12/31/04                                            2.25:1.00
         01/01/05 and thereafter                                              2.50:1.00
</TABLE>

         (c) MINIMUM FIXED CHARGE COVERAGE RATIO. Permit the Consolidated Fixed
Charge Coverage Ratio as of the last day of any Fiscal Quarter ending during any
period identified below to be less than the ratio set forth opposite such period
identified below:

<TABLE>
<CAPTION>
         PERIOD                                                              RATIO
         ------                                                              -----

<S>                                                                          <C>
         Effective Date through the Maturity Date                            1.10:1.00
</TABLE>

         8.5. CONSOLIDATIONS, MERGERS, SALES; ETC. Wind up, liquidate or
dissolve, or consolidate or amalgamate with or merge into or with any other
Person, or engage in any Sale of all or any part of its Property (whether in one
transaction or in a series of related transactions); EXCEPT:

         (a) any Subsidiary Guarantor may merge with or into, or may be
dissolved or liquidated into the Borrower, so long as (i) the Borrower is the
surviving Person of any such merger, dissolution or liquidation, and (ii) the
security interests granted to the Collateral Agent pursuant to the Collateral
Documents in the Property of such Subsidiary Guarantor shall remain in full
force and effect and perfected (to at least the same extent as in effect
immediately prior to such merger, dissolution or liquidation);

         (b) any Subsidiary Guarantor may merge with or into, or may be
dissolved or liquidated into, any other Subsidiary Guarantor, so long as (i) a
Subsidiary Guarantor is the surviving Person of any such merger, dissolution or
liquidation and, immediately after giving effect thereto, the Borrower continues
to own the same percentage of all of the Equity Interests of the surviving
Subsidiary Guarantor as the percentage owned by the Borrower immediately prior
to completion of such merger, dissolution or liquidation, and (ii) the security
interests granted to the Collateral Agent pursuant to the Collateral Documents
in the Property of such Subsidiary Guarantor shall remain in full force and
effect and perfected (to at least the same extent as in effect immediately prior
to such merger, dissolution or liquidation);

         (c) any Subsidiary Guarantor may merge with or into another Person in
connection with the completion of an Acquisition of such Person permitted by
Section 8.6 so long as the security interests granted to the Collateral Agent
pursuant to the Collateral Documents in the

<PAGE>
                                      -78-


Property of such Subsidiary Guarantor shall remain in full force and effect and
perfected (to at least the same extent as in effect immediately prior to such
merger);

         (d) any Permitted Dispositions;

         (e) Asset Sales by the Parent Company, the Borrower or any of the
Subsidiary Guarantors, in a single transaction or in a series of related
transactions, for an Amount not exceeding $5,000,000 in the aggregate; provided,
however, that: (i) the aggregate Amount received (exclusive of the aggregate
Amount received in the Pending Acquisitions) by the Parent Company, the Borrower
or any of their Subsidiaries for all of such Sales pursuant to this clause (e)
(determined on a consolidated basis) during any Fiscal Year shall not exceed
$10,000,000; (ii) after giving effect on a Pro Forma Basis to each such Asset
Sale, the Principal Companies shall not be in violation of any of the financial
covenants contained in Section 8.4 as of the then most recent Covenant
Determination Date; and (iii) both immediately before and immediately after
giving effect to any such Acquisition, no Defaults shall then be continuing or
shall result therefrom; and

         (f) Asset Sales; provided, however, that (i) the portion of the
Consolidated Adjusted EBITDA attributable to all of the Properties of the Parent
Company, the Borrower or any of their Subsidiaries (including Equity Interests
of Subsidiaries) sold pursuant to this clause (f) (A) in any Fiscal Year, shall
not exceed 15% of Consolidated Adjusted EBITDA, as determined on a Pro Forma
Basis for the Measurement Period as of the then most recent Covenant
Determination Date after giving effect to all of such Sales in such Fiscal Year,
and (B) during the period from the Effective Date through the Maturity Date,
shall not exceed 30% of Consolidated Adjusted EBITDA, as determined on a Pro
Forma Basis for the Measurement Period as of the then most recent Covenant
Determination Date after giving effect to all of such Sales in such period, (ii)
if the aggregate Amount of any such Asset Sale shall exceed $10,000,000, then at
least five (5) Business Days prior to completion of any such Sale, the Principal
Companies shall have delivered to the Administrative Agent a Compliance
Certificate duly executed by an Authorized Officer of each Principal Company,
which certificate shall contain (A) financial information, reasonably
satisfactory to the Administrative Agent, showing that after giving effect on a
Pro Forma Basis to such Asset Sale, the Principal Companies shall not be in
violation of any of the financial covenants contained in Section 8.4 as of the
then most recent Covenant Determination Date, and (B) a statement that no
Default is then continuing or will be continuing immediately after giving effect
to such Asset Sale, and (iii) both immediately before and immediately after
giving effect thereto, no Defaults shall then be continuing or shall result
therefrom.

         For purposes of calculating the Consolidated Adjusted EBITDA
attributable to all of the Properties of the Parent Company, the Borrower or any
of their Subsidiaries sold pursuant to paragraph (f) during any particular
period, there shall be deducted from (or otherwise netted against) the
Consolidated Adjusted EBITDA attributable to the Properties so sold during such
period, all of the Consolidated Adjusted EBITDA attributable to all of the
Properties acquired by the Parent Company, the Borrower or any of their
Subsidiaries in all Radio Swap Transactions completed during the same period.

         8.6. INVESTMENTS AND ACQUISITIONS. Make, incur or assume, or permit to
exist, or make any offer or commitment to make, or enter into any agreement to
make, any Investments in any other Person or any Acquisitions; EXCEPT:

         (a) Permitted Investments;

<PAGE>
                                      -79-


         (b) Investments by any Subsidiary Guarantor in the Borrower or in any
other Subsidiary Guarantor;

         (c) subject always to the restrictions and limitations contained in
Section 8.2(f), Investments (including capital contributions) by the Parent
Company in the Borrower or any Subsidiary Guarantor, and Investments by the
Borrower in any Subsidiary Guarantor;

         (d) Permitted Acquisitions;

         (e) Acquisitions (including Acquisitions of Equity Interests) by the
Borrower or any of the Subsidiary Guarantors, in a single transaction or in a
series of related transactions, for an Amount (exclusive of consideration paid
in the form of Permitted Equity Interests of the Parent Company) not exceeding
$5,000,000 in the aggregate for any such single transaction or series of related
transactions; provided, however, that: (i) the aggregate Amount paid (exclusive
of consideration paid in the form of Permitted Equity Interests of the Parent
Company, and exclusive of the consideration paid in the Pending Acquisitions) by
the Parent Company or the Borrower or by any of their Subsidiaries for all of
such Acquisitions pursuant to this clause (e) (determined on a consolidated
basis) during any Fiscal Year shall not exceed $5,000,000; and (ii) both
immediately before and immediately after giving effect to any such Acquisition,
no Defaults shall then be continuing or shall result therefrom; and

         (f) any Acquisition by the Borrower or by any of its Subsidiaries, if
not less than eighty-five percent (85%) of the aggregate Fair Market Value of
the Amount payable for any such Acquisition is in the form of Permitted Equity
Interests of the Parent Company; provided, however, that (i) at least five (5)
Business Days prior to completion of any such Acquisition, the Principal
Companies shall have delivered to the Administrative Agent (A) true and complete
copies of all Acquisition Documentation relating to such Acquisition, and (B) a
Compliance Certificate duly executed by an Authorized Officer of each Principal
Company, which certificate shall contain (1) financial information, reasonably
satisfactory to the Administrative Agent, showing that, after giving effect on a
Pro Forma Basis to such Acquisition, the Principal Companies shall not be in
violation of any of the financial covenants contained in Section 8.4 as of the
then most recent Covenant Determination Date, and (2) a statement that no
Default is then continuing or will be continuing immediately after giving effect
to such Acquisition, and (ii) both immediately before and immediately after
giving effect to any such Acquisition, no Defaults shall then be continuing or
shall result therefrom.

         8.7. RESTRICTED PAYMENTS. Make, extend or enter into any offer or
commitment to make, or enter into any agreement to make, any Restricted
Payments; EXCEPT:

         (a) the declaration and payment by the Parent Company of dividends or
other distributions on its Equity Interests in the form of Permitted Equity
Interests of the Parent Company;

         (b) the declaration and payment by the Borrower of dividends or other
distributions on its Equity Interests in the form of Permitted Equity Interests
of the Borrower;

         (c) Restricted Payments in the form of cash dividends declared or paid
by the Borrower on its Equity Interests:

<PAGE>
                                      -80-


             (i) for the purpose of paying, so long as all of the proceeds
         thereof are promptly used by the Parent Company to pay, its operating
         expenses incurred in the ordinary course of its business and other
         corporate overhead costs and expenses (including, without limitation,
         legal and accounting expenses and other similar expenses);

             (ii) for the purpose of paying, so long as all of the proceeds
         thereof are promptly used by the Parent Company to pay, franchise taxes
         and federal, state and local income taxes and interest, and penalties
         with respect thereto, payable by the Parent Company; and

             (iii) for the purpose of making, so long as all of the proceeds
         thereof are promptly used by the Parent Company to make, payments by
         the Parent Company on account of the redemption, repurchase or other
         acquisition for value of the Permitted Equity Interests of the Parent
         Company, but only if and to the extent that such payments by the Parent
         Company are, when made, permitted by clause (d) of this Section 8.7;

provided, however, that at the time of the declaration of any such cash
dividends the proceeds of which are to be used for any of the purposes
identified in clause (i), (ii), or (iii), no Defaults shall be continuing or
shall result therefrom;

         (d) cash payments by the Parent Company on account of the redemption,
repurchase or other acquisition for value of the Permitted Equity Interests of
the Parent Company; provided, however, that: (i) the aggregate amount of all of
the cash payments so made by the Parent Company during the period from the
Effective Date through the Maturity Date shall not exceed $10,000,000; (ii) the
Consolidated Leverage Ratio as of the then most recent Covenant Determination
Date, as determined on a Pro Forma Basis after giving effect to any such cash
payments and any related increases in Consolidated Total Debt, shall not exceed
5.50:1.00; and (iii) both immediately before and after giving effect to any of
such cash payments, no Defaults shall then be continuing or shall result
therefrom;

         (e) cash payments by the Parent Company, the Borrower or any of the
Subsidiary Guarantors to any then present or former director, manager, officer
or employee of the Parent Company, the Borrower or any of the Subsidiary
Guarantors in connection with the repurchase of Equity Interests of the Parent
Company from any such Person made in the ordinary course of business and on
terms and conditions that are in all material respects consistent with the
Parent Company's usual and customary business practices; provided, however,
that: (i) the aggregate amount of all of such cash payments made in any Fiscal
Year shall not exceed $2,500,000; (ii) the Consolidated Leverage Ratio as of the
then most recent Covenant Determination Date, as determined on a Pro Forma Basis
after giving effect to any such cash payments and any related increases in
Consolidated Total Debt, shall not exceed 5.50:1.00; (iii) after giving effect
on a Pro Forma Basis to any such cash payments, the Principal Companies shall
not be in violation of any of the financial covenants contained in Section 8.4
as of the then most recent Covenant Determination Date; and (iv) both
immediately before and immediately after giving effect to any such cash
payments, no Defaults shall then be continuing or shall result therefrom;

         (f) the declaration and payment by any Subsidiary of the Borrower of
dividends and other distributions on the Equity Interests of such Subsidiary;
and

         (g) payments, not otherwise permitted by any of the other clauses of
this Section 8.7 and not otherwise prohibited by any of the other covenants in
this Article VIII or by any of the

<PAGE>
                                      -81-


other provisions contained in this Agreement, by the Borrower or any of its
Subsidiaries to any Affiliates of the Borrower, but, in each case, only to the
extent expressly permitted by Section 8.10.

         8.8. LIMITATIONS ON HEDGE AGREEMENTS. Enter into or cause or permit to
exist or become effective any Hedge Agreements, other than (a) Hedge Agreements
entered into in the ordinary course of business of the Parent Company, the
Borrower or any of the Subsidiary Guarantors to hedge or mitigate risks to which
any such Person shall from time to time be exposed in the conduct of its
business or the management of its liabilities, and (b) Hedge Agreements entered
into in order to effectively exchange interest rates (from floating to fixed
rates or otherwise) with respect to any interest-bearing liability of any such
Person.

         8.9. LIMITATIONS ON RESTRICTIVE AGREEMENTS.

         (a) Enter into or cause or permit to exist or become effective any
Instrument which prohibits or limits the ability of the Parent Company, the
Borrower or any of their Subsidiaries to create, incur, assume or permit to
exist any Liens in favor of the Administrative Agent or the Collateral Agent in
connection with this Agreement or the Collateral Documents upon any of its
Property or revenues, whether now owned or from time to time hereafter created,
arising or acquired, EXCEPT for (i) this Agreement and the other Loan Documents,
and (ii) any agreements governing any Purchase Money Liens (as defined in
Section 8.3(c) or Capital Lease Obligations otherwise permitted hereby (in which
case, any such prohibition or limitation shall only be permitted hereunder to
the extent it affects the Property financed thereby).

         (b) Enter into or cause or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Subsidiary of the
Parent Company or the Borrower to (i) make any dividends or other distributions
in respect of any Equity Interests of such Subsidiary held by, or pay any
Indebtedness owed to, the Parent Company, the Borrower or any of their
Subsidiaries, (ii) make Investments in the Parent Company, the Borrower or any
of their Subsidiaries, or (iii) transfer any of its Property to the Parent
Company, the Borrower or any of their Subsidiaries, EXCEPT for any such
encumbrances or restrictions existing under or by reason of: (A) any
restrictions under the Loan Documents; (B) any restrictions with respect to any
Subsidiary of the Borrower imposed pursuant to an agreement which has been
entered into in connection with the Sale of all or substantially all of the
Equity Interests or Property of such Subsidiary; (C) any restrictions with
respect to any Subsidiary of the Borrower imposed pursuant to an agreement which
has been entered into in connection with any joint venture involving such
Subsidiary, provided that any such restrictions, together with all other similar
restrictions applicable to Subsidiaries of the Borrower, shall not have, and
could not reasonably be expected to have, any Materially Adverse Effect; and (D)
any restrictions on the ability of the Borrower or any of its Subsidiaries to
transfer any such Property imposed by the provisions of the documentation
pursuant to which there shall have been created a Lien on such Property
expressly permitted by Section 8.3.

         8.10. TRANSACTIONS WITH AFFILIATES. Enter into, engage in or perform
any Affiliate Transaction or any transaction or series of related transactions
(whether or not in the ordinary course of business) with any Affiliate (other
than the Borrower and the Subsidiary Guarantors) of the Parent Company, make any
offer or commitment to do so, or enter into any agreement to do so; EXCEPT:

<PAGE>
                                      -82-


         (a) Restricted Payments by the Parent Company or by the Borrower, if
and only to the extent expressly permitted by Section 8.7;

         (b) loans or advances to any director, manager, officer or employee of
the Parent Company, the Borrower or any of the Subsidiary Guarantors made in the
ordinary course of business and on terms and conditions that are in all material
respects consistent with the Parent Company's or the Borrower's usual and
customary business practices; provided, however, that the aggregate principal
amount of all of such loans or advances from time to time outstanding shall not
exceed $500,000 at any time;

         (c) customary fees, indemnification and reimbursement of expenses paid
by the Parent Company to its directors, and executive compensation paid by the
Parent Company to its executive officers and other senior management;

         (d) Investments by the Parent Company if and to the extent permitted by
Section 8.2 or by Section 8.6, and Permitted Investments of the kind described
in paragraph (f) of the definition of the term "PERMITTED INVESTMENTS";

         (e) each of the Affiliate Transactions described in Section 6.11 of the
Disclosure Schedule;

         (f) any other Affiliate Transaction not otherwise permitted by any of
the other provisions of this Section 8.10; provided, however, that (i) such
Affiliate Transaction is not otherwise expressly prohibited by the terms of this
Agreement or any of the other Loan Documents; (ii) such Affiliate Transaction is
made or undertaken strictly in the ordinary course of business by the Borrower
or by any of its Subsidiaries and on terms and conditions that are in all
material respects consistent with the Borrower's usual and customary business
practices; (iii) the terms of such Affiliate Transaction, taken as a whole, are
no less favorable to the Borrower or to any of its Subsidiaries than would be
the case if such Affiliate Transaction had been entered into on an arm's length
basis with a Person that is not an Affiliate of the Borrower; and (iv) both
immediately before and immediately after giving effect thereto, no Defaults
shall then be continuing or shall result therefrom; and

         (g) any other transaction between the Parent Company, on the one hand,
and one or more of its Affiliates (other than the Borrower and the Subsidiary
Guarantors), on the other hand, not otherwise permitted by any of the other
provisions of this Section 8.10; provided, however, that (i) such transaction is
not otherwise prohibited by the terms of this Agreement or any of the other Loan
Documents; (ii) such transaction is made or undertaken strictly in the ordinary
course of business by the Parent Company and on terms and conditions that are in
all material respects consistent with the Parent Company's usual and customary
business practices; (iii) the terms of such transaction, taken as a whole, are
no less favorable to the Parent Company than would be the case if such
transaction had been entered into on an arm's length basis by the Parent Company
with a Person that is not an Affiliate of the Parent Company; and (iv) at the
time of the completion of such transaction, and immediately after giving effect
thereto, no Default shall occur or be continuing.

         8.11. SALE OF CAPITAL STOCK; ETC. Issue, sell, transfer or otherwise
dispose of any shares of any Capital Stock or other Equity Interests of the
Parent Company, the Borrower or any of their Subsidiaries; EXCEPT:

<PAGE>
                                      -83-


         (a) the pledge from time to time, in accordance with the terms of this
Agreement and the Collateral Documents, of Capital Stock and other Equity
Interests now owned or from time to time hereafter acquired by the Parent
Company, the Borrower or any of their Subsidiaries;

         (b) the issuance and Sale by the Parent Company or by any of its
Subsidiaries of Permitted Equity Interests of the Parent Company as
consideration in, or in connection with the formation of any acquisition vehicle
to be used in, any Acquisition permitted by Section 8.6;

         (c) the issuance and Sale by any Subsidiary of the Borrower of any of
its Permitted Equity Interests in connection with the implementation of any
Asset Sale then permitted pursuant to Section 8.5(e);

         (d) any issuance and Sale by the Parent Company of its Permitted Equity
Interests; provided, however, that any such issuance and Sale shall be permitted
by this clause (d) only if no Event of Default under Section 9.1.10 shall result
therefrom; and

         (e) the issuance by the Parent Company of Permitted Equity Interests
pursuant to the exercise of options, warrants, and other convertible securities.

         8.12. CHANGE OF CONTROL. Enter into or undertake any transaction,
arrangement or agreement (whether a consolidation, merger, issue or Sale of
Capital Stock or other Securities, reorganization, voting agreement or
otherwise) that will result or could reasonably be expected to result in an
Event of Default under Section 9.1.10.

         8.13. LIMITATIONS ON OPTIONAL PAYMENTS; ETC. Make or offer to make any
optional or voluntary payment, prepayment, repurchase or redemption of, or
otherwise voluntarily or optionally defease, any Permitted Acquisition Debt or
any other Indebtedness governed or otherwise evidenced by any Ancillary
Documents, or segregate funds for any such payment, prepayment, repurchase,
redemption or defeasance, or amend, modify or otherwise change, or consent or
agree to any amendment, modification, waiver or other change to, any of the
terms governing the payment, prepayment, repurchase or redemption of any
Permitted Acquisition Debt or any other Indebtedness governed or otherwise
evidenced by any Ancillary Documents (other than any such amendment,
modification, waiver or other change which would extend the maturity or reduce
the amount of any payment of principal thereof, reduce the rate or extend the
date for payment of interest thereon or relax any covenant or other restriction
applicable to the Parent Company or any of its Subsidiaries).

         8.14. MODIFICATION OF OTHER ANCILLARY DOCUMENTS; ETC. Consent to or
enter into or permit any material amendment, supplement or other modification of
any of the Governing Documents of the Parent Company or any of its Subsidiaries
or any of the other Ancillary Documents, if such amendment, supplement or
modification (a) shall have, or (as the case may be) could reasonably be
expected to have, any Materially Adverse Effect, or (b) shall include any term,
covenant or other provision, or shall otherwise effect any change, that
conflicts with or otherwise contravenes any of the terms, covenants or other
provisions of this Agreement or any of the other Loan Documents. The covenant of
each of the Principal Companies in Section 8.13 is separate from and in addition
to the covenant in this Section 8.14.

         8.15. MAINTENANCE OF SEPARATENESS. Fail at any time to satisfy
customary corporate formalities, including the holding of regular board of
directors' and shareholders' meetings and the maintenance of corporate records,
or take any action or conduct its affairs in any manner

<PAGE>
                                      -84-


which is likely to result in the corporate existence of the Parent Company being
ignored, or in the assets and liabilities of the Borrower or of any of its
Subsidiaries being substantively consolidated with those of the Parent Company
in any Insolvency Proceeding.

         8.16. USE OF CREDITS; COMPLIANCE WITH MARGIN REGULATIONS. Use all or
any portion of the proceeds of any of the Loans, other Credit Extensions or
Letters of Credit, directly or indirectly, to purchase or carry Margin Stock
other than in compliance with Regulations T, U and X of the Federal Reserve
Board. At no time shall the value of the Margin Stock owned by the Parent
Company, the Borrower and their Subsidiaries (as determined in accordance with
Regulation U of the Federal Reserve Board) exceed 25% of the aggregate value (as
determined in accordance with Section 221.2(g)(2) of Regulation U of the Federal
Reserve Board) of all of the Property of the Parent Company, the Borrower and
their Subsidiaries.

                                   ARTICLE IX.

                                EVENTS OF DEFAULT

         9.1. EVENTS OF DEFAULT. The term "EVENT OF DEFAULT" shall mean any of
the following events set forth in this Section 9.1 occurring or existing at any
time on or after the Effective Date:

         9.1.1. NON-PAYMENT OF OBLIGATIONS. The Parent Company, the Borrower or
any of the Subsidiary Guarantors shall default:

         (a) in the payment or prepayment when due under this Agreement or the
Notes of any principal of any of the Loans, Letter of Credit Obligations or
other Obligations, and any such default shall continue unremedied for a period
of more than one (1) Business Day;

         (b) in the payment or prepayment when due under this Agreement, the
Notes or any of the other Loan Documents of (i) any interest on any of the
Loans, Letter of Credit Obligations or other Obligations, or (ii) any Fees
payable under this Agreement or any of the other Loan Documents, and any such
default under subclause (i) or (ii) of this clause (b) shall continue unremedied
for a period of more than five (5) Business Days; or

         (c) in the payment when due under this Agreement or any of the other
Loan Documents of any other sum (other than any sum referred to in clause (a) or
(b)), and any such default shall continue unremedied for a period of more than
seven (7) Business Days.

         9.1.2. NON-PERFORMANCE OF CERTAIN OBLIGATIONS. The Parent Company or
the Borrower shall default in the due performance or observance of any of its
Obligations under any of the following Sections: Section 7.3(a), Section 7.12 or
Article VIII (including Sections 8.1 through 8.16, inclusive).

         9.1.3. NON-PERFORMANCE OF OTHER OBLIGATIONS. The Parent Company, the
Borrower or any of the Subsidiary Guarantors shall default in the due
performance or observance of any of its Obligations under any of the Loan
Documents (other than any of the Obligations specified in Section 9.1.1 or
9.1.2), and any such default shall continue unremedied for more than thirty (30)
days after written notice thereof shall have been given to the Parent Company or
the Borrower by the Administrative Agent.

<PAGE>
                                      -85-


         9.1.4. BREACH OF REPRESENTATION OR WARRANTY. Any material
representation or warranty by the Parent Company or the Borrower or by any of
the Subsidiary Guarantors at any time made or deemed to be made in any Loan
Document, or which is contained in any certificate, document or financial or
other statement furnished by or on behalf of the Parent Company, the Borrower or
any of the Subsidiary Guarantors at any time pursuant to any of the Loan
Documents or in connection with any of the Credit Extensions, shall prove to
have been untrue or incorrect in any material respect on or as of the date made
or deemed made.

         9.1.5. CROSS-DEFAULT. The Parent Company, the Borrower or any of the
Subsidiary Guarantors (a) shall fail to make any payment (whether of principal,
interest or any other sum, and regardless of amount) when due under or with
respect to any Material Indebtedness (whether such payment is due by reason of
scheduled maturity, required prepayment, acceleration, demand, or otherwise),
and any such failure shall continue after the applicable grace or notice period,
if any, specified in the Instrument relating thereto on the date of such
failure; or (b) shall fail to perform or observe any other condition or
covenant, or any other event shall occur or condition shall exist, under any
Instrument relating to any Material Indebtedness, and (i) such failure shall
continue after the applicable grace or notice period, if any, specified in the
Instrument relating thereto on the date of such failure, and (ii) the effect of
such failure, event or condition shall be to cause, or to permit the holder or
holders of such Material Indebtedness or the beneficiary or beneficiaries of
such Material Indebtedness (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, such Material Indebtedness to
be declared to be due and payable prior to its stated maturity.

         9.1.6. INSOLVENCY; VOLUNTARY PROCEEDINGS. The Parent Company, the
Borrower or any of the Subsidiary Guarantors: (a) shall commence any Insolvency
Proceeding with respect to itself or any of its Subsidiaries that is a
Subsidiary Guarantor; or (b) shall take any action to effectuate or authorize
any of the foregoing.

         9.1.7. INVOLUNTARY PROCEEDINGS. (a) Any involuntary Insolvency
Proceeding shall be commenced or filed against the Parent Company, the Borrower
or any of the Subsidiary Guarantors, or any writ, judgment, warrant of
attachment, execution or other similar process shall be issued or levied against
any substantial part of the Properties of the Parent Company, the Borrower or
any of the Subsidiary Guarantors, and any such Insolvency Proceeding shall not
be dismissed, or any such writ, judgment, warrant of attachment, execution or
other similar process shall not be released, vacated or fully bonded, within
sixty (60) days after commencement, filing, issuance or levy; (b) the Parent
Company, the Borrower or any of the Subsidiary Guarantors shall admit the
material allegations of a petition against it in any Insolvency Proceeding, or
an order for relief (or any similar order under non-U.S. law) shall be ordered
in any Insolvency Proceeding; or (c) the Parent Company, the Borrower or any of
the Subsidiary Guarantors shall acquiesce in the appointment of any receiver,
trustee, custodian, conservator, liquidator, mortgagee in possession (or agent
therefor) or any other similar Person for itself or for any substantial portion
of its Property or business.

         9.1.8. ERISA. Any ERISA Event shall occur which, when taken together
with all other ERISA Events that shall have occurred, shall result or, in the
opinion of the Administrative Agent, could reasonably be expected to result in a
Materially Adverse Effect.

         9.1.9. JUDGMENTS. One or more judgments, orders or decrees shall be
entered against the Parent Company, the Borrower or any of the Subsidiary
Guarantors involving in the aggregate liabilities as to any single or related
series of transactions, incidents or conditions of $5,000,000

<PAGE>
                                      -86-


or more, and the same shall remain unsatisfied, unvacated or unstayed pending
appeal for a period of more than sixty (60) consecutive days after the entry
thereof.

         9.1.10. CHANGE OF CONTROL. Any Change of Control shall occur.

         9.1.11. GUARANTY AGREEMENT. Except as otherwise provided or permitted
by or pursuant to the terms of this Agreement or the Guaranty Agreement, the
Guaranty Agreement or any material provision thereof shall for any reason cease
to be in full force and effect or valid and binding on and enforceable against
any Credit Party, or any Credit Party shall so state in writing to the
Administrative Agent or any Lender, or any Credit Party shall bring an action to
limit its Obligations or liabilities thereunder.

         9.1.12. COLLATERAL DOCUMENTS. Otherwise (in any case) than in
accordance with the terms of this Agreement or any of the other Loan Documents,
any Collateral Documents or any material provisions of any of the Collateral
Documents shall cease to be in full force and effect or shall cease to create
valid security interests in and Liens upon the Collateral (other than in an
insubstantial or immaterial portion of the Collateral) purported to be covered
thereby, or such security interests and Liens shall cease to be a valid and
perfected security interests and Liens (subject only to Permitted Liens) as
required from time to time by the Collateral Documents; provided, however, that
if the Credit Parties have complied with all of their agreements and obligations
under the Collateral Documents, including with respect to perfection of security
interests, and the cessation of the validity or perfection of a security
interest is due to the action or inaction of the Administrative Agent and/or any
other Lender, such cessation of the validity or perfection of a security
interest shall not be an Event of Default.

         9.1.13. MAIN STATION LICENSES. (a) Any Main Station License necessary
for the ownership or essential for the operation of any of the Radio Stations by
the Parent Company, the Borrower or any of the Subsidiary Guarantors shall
expire, and, on or prior to such expiration, the same shall not have been or be
in the process of being renewed or replaced by another Main Station License
authorizing substantially the same operation of such Radio Station by the Parent
Company, the Borrower or any of the Subsidiary Guarantors; or

         (b) (i) any Main Station License necessary for the ownership or
essential for the operation of any of the Radio Stations by the Parent Company,
the Borrower or any of the Subsidiary Guarantors (A) shall be cancelled,
revoked, terminated, rescinded, annulled, suspended or modified in any
materially adverse respect, or (B) shall no longer be in full force and effect
and shall not be in the process of renewal or replacement, or (ii) the grant or
the effectiveness of any such Main Station License shall have been stayed,
vacated, reversed or set aside, and, in each case, such action shall no longer
be subject to further administrative or judicial review; or

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

<PAGE>
                                      -87-


provided, however, that none of the foregoing events described in this Section
9.1.13 shall constitute an Event of Default if, assuming final non-appealable
loss by the Parent Company, the Borrower or any of the Subsidiary Guarantors of
any such Main Station License at the conclusion of all legal proceedings
incident thereto, such loss would, individually or in the aggregate with all
such other losses after Effective Date, not result in the loss of Main Station
Licenses for Radio Stations which generate in the aggregate in excess of five
percent (5%) of the Consolidated Broadcast Cash Flow of the Parent Company and
its Subsidiaries, provided that such percentage shall be calculated for the
Measurement Period ended immediately prior to the date on which any such loss of
an Main Station License occurs and each such quarterly calculation shall be
aggregated with all such other percentage calculations with respect to each of
the other Main Station Licenses lost from and after the Effective Date.

         9.2. REMEDIES. If any Event of Default shall at any time occur and
shall be continuing, the Administrative Agent shall at the request of, or may
with the consent of, the Required Lenders:

         (a) declare all of the Commitments of the Lenders and the Letter of
Credit Commitment of the Issuing Lender to be terminated in full, whereupon all
of such Commitments and such Letter of Credit Commitment shall forthwith be
terminated in full;

         (b) declare the unpaid principal amount of all of the outstanding
Loans, Letter of Credit Obligations and other Obligations, all interest accrued
and unpaid thereon, and all of the other Obligations owing or payable under any
of the Loan Documents to be immediately due and payable in full, without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly and irrevocably waived by each of the Parent Company and the
Borrower;

         (c) demand that the Borrower immediately Cash Collateralize all of the
Letter of Credit Obligations to the extent of outstanding and wholly or
partially undrawn Letters of Credit, whereupon the Borrower shall so Cash
Collateralize all of such Letters of Credit to that extent;

         (d) exercise on behalf of itself, the other Agents, the Issuing Lender
and the Lenders all or any of the rights and remedies available to it, the other
Agents, the Issuing Lender and the Lenders under the Loan Documents or
Applicable Law or with respect to all or any part of the Collateral;

         (e) apply cash collateral to the payment of outstanding Obligations,
all as provided by Section 3.7; and/or

         (f) take any action to enforce all or any of the rights and remedies of
the Administrative Agent or the Collateral Agent under the Collateral Documents
and other Loan Documents and with respect to all or any part of the Collateral;

provided, however, that, upon the occurrence of any Event of Default specified
above in Section 9.1.6 or in Section 9.1.7, the obligations of each Lender to
make Loans and the obligation of the Issuing Lender to issue Letters of Credit
shall in any event automatically terminate, and the unpaid principal amount of
all of the outstanding Loans, Letter of Credit Obligations and other Obligations
and all interest and other amounts as aforesaid shall automatically become and
be immediately due and payable in full without any further act or notice by the
Administrative Agent, the Issuing Lender or any Lender, all of which are hereby
expressly and irrevocably waived by each of the Parent Company and the Borrower.

<PAGE>
                                      -88-


                                   ARTICLE X.

                    THE ADMINISTRATIVE AGENT AND OTHER AGENTS

         10.1. APPOINTMENT AND AUTHORIZATION.

         (a) Each of the Lenders and the Issuing Lender hereby irrevocably
appoints, designates and authorizes each of the Administrative Agent and the
Collateral Agent to take such action on its behalf under the provisions of this
Agreement and each other Loan Document and in relation to the Collateral, and to
exercise such powers and perform such duties, as are expressly delegated to it
by the terms of this Agreement or any other Loan Document, and to exercise such
other powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary contained elsewhere in this Agreement or in any other Loan
Document, neither the Administrative Agent nor the Collateral Agent shall have
any duties or responsibilities, except those expressly set forth herein or
therein, nor shall the Administrative Agent or the Collateral Agent have or be
deemed to have any fiduciary relationship with any Lender or the Issuing Lender,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent or the Collateral Agent.

         (b) Unless the context otherwise requires, the term "ADMINISTRATIVE
AGENT", as used in this Article X shall mean and include the Collateral Agent.

         (c) The Issuing Lender shall have all of the benefits and immunities
(i) provided to the Administrative Agent in this Article X with respect to any
acts taken or omissions suffered by the Issuing Lender in connection with
Letters of Credit issued by it or proposed to be issued by it and the Letter of
Credit Applications pertaining to such Letters of Credit, in each case, as fully
as if the term "ADMINISTRATIVE AGENT" as used in this Article X, included the
Issuing Lender with respect to such acts or omissions, and (ii) as additionally
provided in this Agreement with respect to the Issuing Lender.

         (d) The relationship between the Administrative Agent and each of the
Lenders is that of an independent contractor. The use of the term
"ADMINISTRATIVE AGENT" is for convenience only and is used to describe, as a
form of convention, the independent contractual relationship between the
Administrative Agent and each of the Lenders. Nothing contained in this Credit
Agreement or the other Loan Documents shall be construed to create an agency,
trust or other fiduciary relationship between the Administrative Agent and any
of the Lenders.

         (e) As an independent contractor empowered by the Lenders to exercise
certain rights and perform certain duties and responsibilities hereunder and
under the other Loan Documents, the Administrative Agent is nevertheless a
"representative" of the Lenders, as that term is defined in Article 1 of the
Uniform Commercial Code, for purposes of actions for the benefit of the Lenders
and the Administrative Agent with respect to all Collateral and Guaranties
contemplated by the Loan Documents. Such actions include the designation of the
Administrative Agent as "secured party", "mortgagee" or the like on all
financing statements and other documents and Instruments, whether recorded or
otherwise, relating to the attachment, perfection, priority or enforcement of
any security interests, mortgages or deeds of trust in collateral security
intended to secure the payment or performance of any of the Obligations, all for
the benefit of the Lenders, the Administrative Agent and the other Secured
Parties.

<PAGE>
                                      -89-


         10.2. DELEGATION OF DUTIES. The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document or any of the
Collateral by or through agents, employees or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects with reasonable
care.

         10.3. LIABILITY OF ADMINISTRATIVE AGENT. None of the Administrative
Agent, its Affiliates or any of their officers, directors, employees, agents or
attorneys-in-fact (collectively, "ADMINISTRATIVE AGENT-RELATED PERSONS") shall
(a) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement, any of the other Loan Documents or the
Collateral (except for their own gross negligence or willful misconduct), or (b)
be responsible in any manner to any of the Lenders or the Issuing Lender for any
recital, statement, representation or warranty made by the Parent Company, the
Borrower or any Subsidiary or Affiliate thereof, or any officer thereof,
contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in
or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document or any of the Collateral, or for the
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document or any of the Collateral, or for any
failure of the Parent Company, the Borrower or any other party to any Loan
Document to perform its obligations hereunder or thereunder. No Administrative
Agent-Related Person shall be under any obligation to any Lender, the Issuing
Lender or any of the other Agents to ascertain or to inquire as to the
observance or performance of any of the Obligations or any of the other
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect any of the Collateral or any of the Properties, books or
records of the Parent Company, the Borrower or any of their Subsidiaries or
Affiliates.

         10.4. RELIANCE BY ADMINISTRATIVE AGENT.

         (a) Each of the Lenders, the Issuing Lender and the other Agents agree
that the Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to the
Principal Companies), independent accountants and other experts selected by the
Administrative Agent. Each of the Lenders, the Issuing Lender and the other
Agents agrees that the Administrative Agent shall be fully justified in failing
or refusing to take any action under this Agreement or any other Loan Document
or with respect to any Collateral unless it shall first receive all such advice
or concurrence of the Required Lenders or, as required by Section 12.1, all of
the Lenders as the Administrative Agent deems appropriate and, if it so
requests, the Administrative Agent shall first be indemnified to its
satisfaction by each of the Lenders and the Issuing Lender against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
or any other Loan Document or with respect to any Collateral in accordance with
any request or consent of the Required Lenders or, as required by Section 12.1,
all of the Lenders, and such request or consent and any action taken or failure
to act pursuant thereto shall be binding upon all of the Lenders, the Issuing
Lender and the other Agents.

         (b) For purposes of determining compliance with the conditions
specified in Section 5.1 as it relates to the initial Borrowing and issuances of
Letters of Credit on the Closing Date,

<PAGE>
                                      -90-


each Lender that has executed this Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with each document or other matter
either sent by the Administrative Agent to such Lender for consent, approval,
acceptance or satisfaction, or required by the terms hereof to be consented to
or approved by or to be acceptable or satisfactory to such Lender, unless an
officer of the Administrative Agent responsible for the transactions
contemplated by the Loan Documents shall have received written notice from such
Lender prior to the initial Borrowing and issuances of Letters of Credit on the
Closing Date specifying in reasonable detail its objection thereto and either
such objection shall not have been withdrawn by written notice to the
Administrative Agent to that effect or such Lender shall not have made available
to the Administrative Agent such Lender's ratable portion of such Borrowing.

         10.5. NOTICE OF DEFAULT. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of
Default, except with respect to Defaults in the payment of principal, interest
and fees required to be paid to the Administrative Agent for the account of the
Lenders or the Issuing Lender, unless the Administrative Agent shall have
received written notice from a Lender, the Parent Company or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the
Administrative Agent receives such a written notice, the Administrative Agent
shall give notice thereof to the Lenders and the Issuing Lender. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be requested by the Required Lenders or, as may be
required by Section 12.1, all of the Lenders; provided, however, that, unless
and until the Administrative Agent shall have received any such request, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as the Administrative Agent shall deem advisable or in the best
interests of the Lenders and the Issuing Lender.

         10.6. CREDIT DECISIONS. Each of the Lenders, the Issuing Lender and the
other Agents expressly acknowledges that none of the Administrative
Agent-Related Persons has made any representation or warranty to it and that no
act by the Administrative Agent hereinafter taken, including any review of the
affairs of the Parent Company or the Borrower or of any of their Subsidiaries,
shall be deemed to constitute any representation or warranty by the
Administrative Agent to any of the Lenders, the Issuing Lender or the other
Agents. Each of the Lenders, the Issuing Lender and the other Agents represents
to the Administrative Agent that it has, independently and without reliance upon
the Administrative Agent, and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
Collateral and the business, prospects, operations, Property, financial and
other condition and creditworthiness of the Parent Company, the Borrower and
their Subsidiaries, and all Applicable Laws relating to the transactions
contemplated thereby, and made its own decision to enter into this Agreement and
extend credit to the Borrower hereunder. Each of the Lenders, the Issuing Lender
and the other Agents also represents that it will, independently and without
reliance upon the Administrative Agent, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents or with respect to any of the
Collateral, and to make such investigations as it deems necessary to inform
itself as to the business, prospects, operations, Property, financial and other
condition and creditworthiness of the Parent Company, the Borrower and their
Subsidiaries and the Collateral. Except for notices, reports and other documents
expressly herein required to be furnished to the Lenders, the Issuing Lender or
the other Agents by the Administrative Agent, the Administrative Agent shall not
have any duty or responsibility to provide any of the Lenders, the Issuing
Lender or the other
<PAGE>
                                      -91-


         Agents with any credit or other information concerning the Collateral
or the business, prospects, operations, Property, financial or other condition
or creditworthiness of the Parent Company, the Borrower or of any of their
Subsidiaries which may come into the possession of any of the Administrative
Agent-Related Persons.

         10.7. INDEMNIFICATION. Whether or not any of the transactions
contemplated hereby shall be consummated, each of the Lenders shall indemnify,
upon demand, each of the Administrative Agent-Related Persons (to the extent not
reimbursed by or on behalf of the Parent Company or the Borrower, and without
limiting the Obligations of Parent Company or the Borrower to do so), ratably
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses and disbursements of any
kind whatsoever which may at any time (including at any time following the
expiration of the Letters of Credit and the repayment of the Loans and the
resignation of the Administrative Agent) be imposed on, incurred by or asserted
against any such Person in any way relating to or arising out of this Agreement,
any other Loan Document, any document contemplated by or referred to herein or
therein, the Collateral, or the transactions contemplated hereby or thereby or
any action taken or omitted by any such Person under or in connection with any
of the foregoing; provided, however, that none of the Lenders shall be liable
for the payment to any of the Administrative Agent-Related Persons of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements to the extent arising from
such Person's gross negligence or willful misconduct. Without limitation of the
foregoing, each of the Lenders shall reimburse the Administrative Agent upon
demand for such Lender's ratable share of any fees, costs or out-of-pocket
expenses (including Attorney Costs) incurred by the Administrative Agent in
connection with the administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, any other
Loan Document, any document contemplated by or referred to herein or any of the
Collateral, in each case, to the extent that the Administrative Agent is not
reimbursed for such expenses by or on behalf of the Parent Company or the
Borrower. Without limiting the generality of the foregoing, if the U.S. Internal
Revenue Service or any other Governmental Authority of the United States or any
other jurisdiction asserts a claim that the Administrative Agent did not
properly withhold tax from amounts paid to or for the account of any Lender
(because the appropriate form was not delivered or was not properly executed, or
because such Lender failed to notify the Administrative Agent of a change in
circumstances which rendered the exemption from, or reduction of, withholding
tax ineffective, or for any other reason), such Lender shall indemnify the
Administrative Agent fully for all amounts paid as a result thereof, directly or
indirectly, by the Administrative Agent as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section 10.7, together with all
related fees, costs and expenses (including Attorney Costs). The obligations of
each of the Lenders in this Section 10.7 shall survive the payment of all of the
Obligations hereunder.

         10.8. ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Fleet National
Bank and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire Equity Interests in and generally
engage in any kind of banking, trust, financial advisory or other business with,
the Parent Company, the Borrower and their Subsidiaries and Affiliates as though
Fleet National Bank were not the Administrative Agent, the Collateral Agent or
the Issuing Lender hereunder and without notice to or consent of the Lenders or
other Agents. With respect to its Loans and its participations in Letters of
Credit, Fleet National Bank shall have the same rights and powers under this
Agreement and the other Loan Documents as any other Lender and may exercise the
same as though it were not the Administrative Agent, the Collateral Agent
<PAGE>
                                      -92-


or the Issuing Lender; and the terms "LENDER" and "LENDERS" shall include Fleet
National Bank, acting in its individual capacity as a Lender hereunder.

         10.9. SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon not less than thirty (30) days' prior
written notice to the Lenders and the Borrower, such notice to specify the
effective date of resignation. If the Administrative Agent shall resign as
Administrative Agent under this Agreement, the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders and the Issuing Lender,
which successor agent shall be subject to the approval of the Borrower if no
Event of Default is continuing, such approval not to be unreasonably withheld or
delayed. If no successor agent is appointed prior to the effective date of
resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Lenders, and subject to the approval of the Borrower
if no Event of Default is continuing, such approval not to be unreasonably
withheld or delayed, a successor agent from among the Lenders or any Lender
Affiliate. Any successor Administrative Agent appointed under this Section 10.9
shall be a commercial bank organized under the laws of the United States or any
State thereof, and having a combined capital and surplus of at least
$500,000,000. Upon the acceptance of its appointment as successor agent
hereunder, such successor agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent; and the term "ADMINISTRATIVE AGENT"
shall mean such successor agent, and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article X and Sections 12.4 and
12.5 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 and the Collateral
Agent. If no successor agent has accepted appointment as Administrative Agent by
the effective date of resignation specified in the retiring Administrative
Agent's written notice of resignation, the retiring Administrative Agent's
resignation shall nevertheless become effective upon the effective date of
resignation so specified, and the Lenders shall perform all of the duties of the
Administrative Agent under the Loan Documents until such time, if any, as the
Required Lenders appoint a successor agent as provided for above.

         10.10. COLLATERAL DOCUMENTS AND GUARANTY AGREEMENT.

         (a) Each of the Lenders, the Issuing Lender and the other Agents hereby
further authorizes the Administrative Agent, on behalf of and for the benefit of
Lenders, the Issuing Lender and the other Agents, to be the agent for and
representative of Lenders, the Issuing Lender and the other Agents with respect
to the Guaranty Agreement, the Collateral and the Collateral Documents.

         (b) Anything herein express or implied to the contrary notwithstanding,
without any notice to or consent, approval or authorization from any of the
Lenders, the Issuing Lender or the Agents, the Administrative Agent may at any
time or from time to time execute any Instruments necessary to (i) release any
Liens encumbering any item of Collateral, or (as the case may be) release from
the Guaranty Agreement any Subsidiary Guarantor, that is (in each such case) the
subject of a Sale or (as the case may be) Disposition permitted by any of the
Loan Documents or to which Required Lenders (or such other Lenders as may be
required to give such consent under Section 12.1) have otherwise consented, or
(ii) release any Subsidiary Guarantor from the Guaranty Agreement if and to the
extent that such release is otherwise permitted by the terms of the Loan
Documents.

<PAGE>
                                      -93-


         (c) Anything contained in any of the Loan Documents to the contrary
notwithstanding, the Administrative Agent, each of the Lenders, the Issuing
Lender and the other Agents hereby agree that (i) none of the Lenders or the
Issuing Lender shall have any rights individually to realize upon any of the
Collateral or to enforce the Guaranty Agreement, it being understood and agreed
that all of the powers, rights and remedies with respect to the Collateral and
the Guaranty Agreement may be exercised solely by the Administrative Agent for
the benefit of the Lenders, the Issuing Lender and the Agents in accordance with
the terms hereof and thereof, and (ii) in the event of any foreclosure by the
Administrative Agent on any of the Collateral pursuant to a public or private
Sale, the Administrative Agent or any Lender may be the purchaser of any or all
of such Collateral at any such Sale, and the Administrative Agent, as agent for
and representative of the Lenders (but not any Lender or Lenders in its or their
respective individual capacities, unless the Required Lenders shall otherwise
agree in writing), shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the
Collateral sold at any such Sale, to use and apply any of the Obligations as a
credit on account of the purchase price payable by the Administrative Agent for
any Collateral at such Sale.

         10.11. OTHER AGENTS. None of the Syndication Agent, in such capacity,
the Documentation Agents, in such capacity, or the Lead Arranger, in such
capacity, shall have any duties or responsibilities, or shall incur any
obligations or liabilities, under this Agreement or any of the other Loan
Documents. Each Lender acknowledges that it has not relied, and will not rely,
on any of the Syndication Agent, Documentation Agents or the Lead Arranger in
deciding to enter into this Agreement or in making any Credit Extensions
hereunder.

                                   ARTICLE XI.

                             SUCCESSORS AND ASSIGNS

         11.1. GENERAL CONDITIONS. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, EXCEPT that none of the Principal
Companies may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender, and no Lender may
assign or otherwise transfer any of its rights or obligations hereunder EXCEPT
(a) to an Eligible Assignee in accordance with the provisions of Section 11.2,
(b) by way of participation in accordance with the provisions of Section 11.4,
or (c) by way of pledge or assignment of a security interest subject to the
restrictions of Section 11.6 (and any other attempted assignment or transfer by
any party hereto shall be null and void). Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in Section 11.4 and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this
Agreement or any of the other Loan Documents.

         11.2. ASSIGNMENTS. Any Lender may at any time assign to one or more
Eligible Assignees all or any portion of its rights and obligations under this
Agreement (including all or any portion of its Commitments and the Loans at the
time owing to it); provided that (a) except in the case of an assignment of the
entire remaining amount of the assigning Lender's Commitments and the Loans at
the time owing to it, or in the case of an assignment to a Lender or a Lender
Affiliate, the aggregate amount of the Commitments (which for this purpose
includes Loans outstanding thereunder) or, if the applicable Commitments are not
then in effect, the principal

<PAGE>
                                      -94-


outstanding balance of the Loans of the assigning Lender subject to each such
assignment (determined as of the date on which the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $3,000,000 unless each of the Administrative Agent and, so long
as no Default or Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld or
delayed); (b) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and obligations under
this Credit Agreement with respect to the Term Loans, Revolving Loans, Letter of
Credit Obligations and Revolving Commitments assigned, it being understood that
non-pro rata assignments of or among any of the Revolving Commitments, the
Revolving Loans, Letter of Credit Obligations, and Term Loans are not permitted;
and (c) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire. Subject to acceptance and recording thereof by the Administrative
Agent pursuant to Section 11.3, from and after the effective date specified in
each Assignment and Acceptance, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Acceptance have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 4.1, 4.3, 4.4, 12.4 and 12.5 with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 11.2 shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 11.4.

         11.3. REGISTER. The Administrative Agent, acting solely for this
purpose as an agent of the Principal Companies, shall maintain at the
Administrative Agent's Office a copy of each Assignment and Acceptance delivered
to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amounts of the Loans owing to,
each Lender pursuant to the terms hereof from time to time (the "REGISTER"). The
entries in the Register shall be conclusive, and the Principal Companies, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Principal Companies and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

         11.4. PARTICIPATIONS. Any Lender may at any time, without the consent
of, or notice to, the Principal Companies or the Administrative Agent, sell
participations to any Person (other than a natural person) (each, a
"PARTICIPANT") in all or any portion of such Lender's rights and/or obligations
under this Agreement (including all or any portion of its Commitments and/or the
Loans owing to it); provided that (a) such Lender's obligations under this
Agreement shall remain unchanged, (b) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
and (c) the Principal Companies, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement. Any agreement or
Instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver

<PAGE>
                                      -95-


of any provision of this Agreement; provided that such agreement or Instrument
may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver that would reduce the principal
of or the interest rate on any Loans, extend the term or increase the amount of
the Commitments of such Lender as it relates to such Participant, reduce the
amount of any fees to which such Participant is entitled or extend any regularly
scheduled payment date for principal or interest. Subject to Section 11.5, each
of the Principal Companies agrees that each Participant shall be entitled to the
benefits of Sections 4.1, 4.3, 4.4, 12.4 and 12.5 to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to Section
11.2. To the extent permitted by law, each Participant also shall be entitled to
the benefits of Section 12.7 as though it were a Lender; provided such
Participant agrees to be subject to Section 12.7 as though it were a Lender.

         11.5. PAYMENTS TO PARTICIPANTS. A Participant shall not be entitled to
receive any greater payment under any of Section 4.1, 4.3 or 4.4 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior written consent.

         11.6. MISCELLANEOUS ASSIGNMENT PROVISIONS. A Lender may at any time
grant a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including, without limitation,
(a) any pledge or assignment to secure obligations to any of the twelve Federal
Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C.
Section 341, and (b) with respect to any Lender that is a Fund, to any lender or
any trustee for, or any other representative of, holders of obligations owed or
securities issued by such Fund as security for such obligations or securities or
any institutional custodian for such Fund or for such lender; provided that no
such grant shall release such Lender from any of its obligations hereunder,
provide any voting rights hereunder to the secured party thereof, substitute any
such secured party for such Lender as a party hereto or affect any rights or
obligations of the Principal Companies or Administrative Agent hereunder.

         11.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE PRINCIPAL COMPANIES.
If any assignee Lender is an Affiliate of either of the Principal Companies,
then any such assignee Lender shall have no right to vote as a Lender hereunder
or under any of the other Loan Documents for purposes of granting consents or
waivers or for purposes of agreeing to amendments or other modifications to any
of the Loan Documents or for purposes of making requests to the Administrative
Agent pursuant to Section 9.1 or Section 9.2, and the determination of the
Required Lenders shall for all purposes of this Agreement and the other Loan
Documents be made without regard to such assignee Lender's interest in any of
the Loans or Letter of Credit Obligations. If any Lender sells a participating
interest in any of the Loans or Letter of Credit Obligations to a Participant,
and such Participant is a Principal Company or an Affiliate of a Principal
Company, then such transferor Lender shall promptly notify the Administrative
Agent of the sale of such participation. A transferor Lender shall have no right
to vote as a Lender hereunder or under any of the other Loan Documents for
purposes of granting consents or waivers or for purposes of agreeing to
amendments or modifications to any of the Loan Documents or for purposes of
making requests to the Administrative Agent pursuant to Section 9.1 or Section
9.2 to the extent that such participation is beneficially owned by a Principal
Company or any Affiliate of a Principal Company, and the determination of the
Required Lenders shall for all purposes of this Agreement and the other Loan
Documents be made without regard to the interest of such transferor Lender in
the Loans or Letter of Credit Obligations to the extent of such participation.

<PAGE>
                                      -96-


         11.8. NEW NOTES. Upon its receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Note subject to
such assignment, the Administrative Agent shall (a) record the information
contained therein in the Register, and (b) give prompt notice thereof to the
Borrower and the Lenders (other than the assigning Lender). Within five (5)
Business Days after receipt of such notice, the Borrower, at its own expense,
shall execute and deliver to the Administrative Agent, in exchange for each
surrendered Note, a new Note to the order of such Assignee in an amount equal to
the amount assumed by such Assignee pursuant to such Assignment and Acceptance
and, if the assigning Lender has retained some portion of its obligations
hereunder, a new Note to the order of the assigning Lender in an amount equal to
the amount retained by it hereunder. Such new Notes shall provide that they are
replacements for the surrendered Notes, shall be in an aggregate principal
amount equal to the aggregate principal amount of the surrendered Notes, shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of the assigned Notes. Within twenty (20)
Business Days after issuance of any new Notes pursuant to this Section 11.8, the
Borrower shall deliver, upon the request of the assignee Lender, an opinion of
counsel, addressed to the Lenders and the Administrative Agent, relating to the
due authorization, execution and delivery of such new Notes and the legality,
validity and binding effect thereof, in form and substance satisfactory to the
Lenders. The surrendered Notes shall be cancelled and returned to the Borrower.

         11.9. SPECIAL PURPOSE FUNDING VEHICLE. Notwithstanding anything to the
contrary contained in this Section 11, any Lender (a "GRANTING LENDER") may
grant to a special purpose funding vehicle (an "SPC") of such Granting Lender,
identified as such in writing from time to time delivered by the Granting Lender
to the Administrative Agent and the Borrower, the option to provide to the
Borrower all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrower pursuant to this Agreement; provided,
however, that (a) nothing herein shall constitute a commitment to make any Loan
by any SPC; (b) the Granting Lender's obligations under this Agreement shall
remain unchanged; (c) the Granting Lender shall retain the sole right to enforce
this Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement; and (d) if any SPC elects not to exercise such
option or otherwise fails to provide all or any part of such Loan, the Granting
Lender shall be obligated to make such Loan pursuant to the terms hereof. The
making of any Loan by an SPC hereunder shall utilize the Commitment of the
Granting Lender to the same extent, and as if, such Loan were made by the
Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for
any expense reimbursement, indemnity or similar payment obligation under this
Agreement (all liability for which shall remain with the Granting Lender). 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 later of (i) the payment in full of all
outstanding senior indebtedness of any SPC, and (ii) the Maturity Date, it will
not institute against, or join any other person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or similar proceedings under the laws of the United States of
America or any State thereof. In addition, notwithstanding anything to the
contrary contained in this Section 11.9, any SPC may (A) with notice to, but
(except as specified below) without the prior written consent of, the Principal
Companies or the Administrative Agent and without paying any processing fee
therefor, assign all or any portion of its interests in any Loans to its
Granting Lender or to any financial institutions (consented to by the
Administrative Agent and, so long as no Default has occurred and is continuing,
the Borrower, which consents shall not be unreasonably withheld or delayed)
providing liquidity and/or credit facilities to or for the account of such SPC
to fund the Loans made by such SPC or to support the securities (if any) issued
by such SPC to fund such Loans, and (B) disclose on a

<PAGE>
                                      -97-


confidential basis any non-public information relating to its Loans (other than
financial statements referred to in Section 6.8, 7.1 or 7.2) to any rating
agency, commercial paper dealer or provider of a surety, guarantee or credit or
liquidity enhancement to such SPC. In no event shall the Principal Companies be
obligated to pay to any SPC that has made any Loan any greater amount than the
Principal Companies would have been obligated to pay under this Agreement if the
Granting Lender had made such Loan. An amendment to this Section 11.9 without
the written consent of an SPC shall be ineffective insofar as it alters the
rights and obligations of such SPC.

                                  ARTICLE XII.

                                  MISCELLANEOUS

         12.1. AMENDMENTS AND WAIVERS.

         (a) Except as otherwise provided by any of paragraph (b), (c) or (d) of
this Section 12.1 or by Section 2.15, no amendment, termination or waiver of any
provision of this Agreement or of any of the other Loan Documents, and no
consent with respect to any departure by the Parent Company or the Borrower or
by any other Credit Party therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders, and then such
amendment, termination, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

         (b) No such amendment, termination, waiver or consent shall be
effective to: (i) increase the Commitment of any Lender without the written
consent of such Lender; (ii) reduce the principal amount of any Loan or Letter
of Credit Obligation or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby;
(iii) postpone the maturity of any Loan, or postpone any scheduled date of
payment of the principal amount of any Term Loan under Section 2.8, or postpone
any scheduled reduction in the aggregate principal amount of the Revolving
Commitments under Section 2.5, or postpone the required date of reimbursement of
any Letter of Credit Obligation, or postpone any date for the payment of any
interest or fees payable hereunder, or reduce the amount of or otherwise waive
or excuse any such payment or reduction, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender
affected thereby; (iv) change Section 2.12(d), Section 2.14 or Section 3.14 in
any manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender; (v) change any of the provisions of
this Section 12.1 or the percentage set forth in the definition of "REQUIRED
LENDERS" or any other provisions of any Loan Document specifying the number or
percentage of Lenders (or Lenders of any Class) required to waive, amend or
modify any rights thereunder or make any determination or grant any consent
thereunder, without the written consent of each Lender (or each Lender of such
Class, as the case may be); (vi) release the Parent Company or any Subsidiary
Guarantor from its Guaranty under the Guaranty Agreement (except as otherwise
provided in or permitted by this Agreement, the Guaranty Agreement or any of the
other Loan Documents in connection with any Disposition or Sale permitted by
Section 8.5), without the written consent of each Lender; (vii) release all or
substantially all of the Collateral from the Liens of the Collateral Documents,
without the written consent of each Lender; or (viii) change any provisions of
any Loan Document in a manner that by its terms adversely affects the rights in
respect of payments due to Lenders holding Loans of any Class differently than
those holding Loans of any other Class, without the written consent of Lenders
holding a majority in interest of the outstanding Loans and unused Commitments
of each affected Class (in addition to any

<PAGE>
                                      -98-


consent required under any other clause of this Section 12.1); provided,
further, that any waiver, amendment or modification of this Agreement or any
other Loan Document that by its terms affects the rights or duties under this
Agreement with respect to any Class of Loans, but not any of the other Classes
of Loans, may be effected by an agreement or agreements in writing entered into
by the Principal Companies and requisite percentage in interest of the affected
Class of Lenders that would be required to consent thereto under this Section
12.1 if such Class of Lenders were the only Class of Lenders hereunder at the
time.

         (c) No such amendment, termination or waiver of any provision of any of
the Loan Documents, or consent to any departure by any Credit Party therefrom,
shall in any event be effective to: (i) amend, terminate or waive any provision
of Article X as the same applies to any Agent, or any other provision of any of
the Loan Documents as the same applies to the rights or obligations of any
Agent, in each case, without the consent of such Agent; (ii) affect the rights
or duties of the Issuing Lender under this Agreement or any of the Letter of
Credit Related Documents, in each case, without the consent of the Issuing
Lender; (iii) affect the rights or duties of the Administrative Agent under this
Agreement or any of the other Loan Documents, in each case, without the consent
of the Administrative Agent; (iv) affect the rights or duties of the Collateral
Agent under any of the Collateral Documents or any of the other Loan Documents,
in each case, without the consent of the Administrative Agent; or (v) amend,
terminate or waive any obligations of the Revolving Lenders relating to the
purchase of participations in Letters of Credit as provided in Article III,
without the consent of each of the Administrative Agent and the Issuing Lender.

         (d) Notwithstanding the foregoing, any provision of this Agreement may
be amended by an agreement in writing entered into by the Principal Companies,
the Required Lenders and the Administrative Agent (and, if its rights or
obligations are affected thereby, the Issuing Lender) if (i) by the terms of
such agreement the Commitment of each Lender not consenting to the amendment
provided for therein shall terminate upon the effectiveness of such amendment,
and (ii) at the time such amendment becomes effective, each Lender not
consenting thereto receives payment in full of the principal of and interest
accrued on each Loan made by it and all other amounts owing to it or accrued for
its account under this Agreement.

         (e) The Administrative Agent may, but shall have no obligation to, with
the concurrence of any Lender, execute amendments, waivers or consents for and
on behalf of such Lender. Any waiver or consent under this Agreement or any of
the other Loan Documents shall in any event be effective only in the specific
instance and for the specific purpose for which it was given. No notice to or
demand on any Credit Party in any case shall entitle any Credit Party to any
other or further notice or demand in similar or other circumstances. Any
amendment, termination, waiver or consent effected in accordance with this
Section 12.1 shall be binding upon each Lender at the time a party to this
Agreement, each future Lender and, if signed by a Credit Party, on such Credit
Party.

         12.2. NOTICES.

         (a) All notices, requests and other communications provided for
hereunder shall be in writing (including, unless the context expressly otherwise
provides, facsimile transmission) and mailed, transmitted by facsimile or
delivered: (i) if to the Parent Company or the Borrower, to the address or
facsimile number specified for notices on the applicable signature page hereof;
(ii) if to the Administrative Agent, the Issuing Lender or any Lender, to the
notice address set forth on Schedule 1; or (iii) if to the Parent Company or the
Borrower or to the Administrative

<PAGE>
                                      -99-


Agent, to such other address as shall be designated by such party in a written
notice to each of the other parties, and if to any other party, to such other
address as shall be designated by such party in a written notice to the Borrower
and the Administrative Agent.

         (b) All such notices, requests and communications shall be effective
when received or (as the case may be) transmitted by facsimile; provided,
however, that any matter transmitted by facsimile (i) shall be immediately
confirmed by a telephone call to the recipient at the number specified on the
applicable signature page hereof or on Schedule 1, and (ii) shall be followed
promptly by a hard copy of the original thereof; EXCEPT that notices to the
Administrative Agent shall not be effective until actually received by the
Administrative Agent, and notices pursuant to Article III to the Issuing Lender
shall not be effective until actually received by the Issuing Lender.

         (c) Each of the Principal Companies acknowledges and agrees that any
agreement of the Administrative Agent, the Issuing Lender and the Lenders set
forth in Articles II and III herein to receive certain notices by telephone and
facsimile is solely for the convenience and at the request of the Borrower. The
Administrative Agent, the Issuing Lender and the Lenders shall be entitled to
rely on the authority of any Person purporting to be a Person authorized by the
Borrower to give such notice, and the Administrative Agent, the Issuing Lender
and the Lenders shall not have any liability to the Borrower, the Parent Company
or any other Person on account of any action taken or not taken by any of the
Administrative Agent, the Issuing Lender or the Lenders in reliance upon any
such telephonic or facsimile notice. The Obligations of the Borrower to repay
the Loans, Letter of Credit Borrowings and other Credit Extensions shall not be
affected in any way or to any extent by any failure by any of the Administrative
Agent, the Issuing Lender or the Lenders to receive written confirmation of any
telephonic or facsimile notice or the receipt by any of the Administrative
Agent, the Issuing Lender or the Lenders of a confirmation which is at variance
with the terms understood by the Administrative Agent, the Issuing Lender or the
Lenders to be contained in the telephonic or facsimile notice.

         12.3. NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent, any of the
Lenders, the Issuing Lender or any of the other Agents, any right, remedy, power
or privilege under any of the Loan Documents shall operate as a waiver thereof;
nor shall any single or partial exercise by any such Person of any right,
remedy, power or privilege under any of the Loan Documents preclude any other or
further exercise thereof by such Person or by any of the other such Persons or
the exercise of any other right, remedy, power or privilege by any of such
Persons. The rights, powers and remedies given to each of the Administrative
Agent, the Lenders, the Issuing Lender and the other Agents hereby are
cumulative and shall be in addition to and independent of all rights, powers and
remedies existing by virtue of any statute or rule of law or in any of the other
Loan Documents or any of the Specified Hedge Agreements.

         12.4. COSTS AND EXPENSES. The Parent Company and the Borrower shall,
whether or not any of the transactions contemplated by this Agreement or any of
the other Loan Documents shall be consummated:

         (a) pay or reimburse, on demand, all reasonable costs and expenses
actually incurred or sustained by the Administrative Agent from time to time in
connection with the development, preparation, delivery or syndication of the
Commitments under, or execution and delivery of, or any amendment, supplement,
waiver or modification to (in each case, whether or not consummated), this
Agreement, any of the other Loan Documents, any of the Collateral or any of

<PAGE>
                                     -100-


the other Instruments or documents prepared in connection herewith or therewith,
or the consummation of any of the transactions contemplated hereby or thereby,
including the Attorney Costs actually incurred or sustained by the
Administrative Agent in connection therewith or with respect thereto;

         (b) pay or reimburse each of the Lenders, the Issuing Lender and the
Agents, on demand, for all reasonable costs and expenses actually incurred or
sustained by them from time to time in connection with the enforcement,
attempted enforcement or preservation of any rights or remedies (including in
connection with any "workout" or restructuring relating to the Loans or any of
the Obligations or Collateral, and including in connection with any Insolvency
Proceedings involving the Parent Company, the Borrower or any of their
Subsidiaries) under this Agreement, any of the other Loan Documents or any of
such other Instruments or documents, or in relation to any of the Collateral,
including Attorney Costs and all of the reasonable fees, costs and expenses of
any consultants actually incurred by the Administrative Agent or by any of the
Lenders; and

         (c) pay or reimburse the Administrative Agent and the Issuing Lender,
on demand, for all reasonable appraisal (including, without duplication, the
allocated cost of internal appraisal services), audit, environmental inspection
and review (including, without duplication, the allocated costs of such internal
services), search and filing fees, costs and expenses, actually incurred or
sustained by the Administrative Agent from time to time in connection with any
of the matters referred to under paragraphs (a) or (b) of this Section 12.4.

         12.5. INDEMNITY.

         (a) Each of the Principal Companies, jointly and severally, shall
indemnify the Administrative Agent, the Issuing Lender and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being herein
called an "INDEMNITEE") against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, liabilities and related expenses, including the
fees, charges and disbursements of any counsel for any Indemnitee, incurred by
or asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of any Loan Document or any other
agreement or Instrument contemplated hereby, the performance by the parties to
the Loan Documents of their respective obligations thereunder or the
consummation of any of the Transactions or any other transactions contemplated
hereby, (ii) any Loan or Letter of Credit or the use of any of the proceeds
therefrom (including any refusal by the Issuing Lender to honor a demand for
payment under any Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or release of Hazardous Materials on or
from any Property currently or formerly owned or operated by the Principal
Companies or any of their Subsidiaries, or any Environmental Liability related
in any way to the Principal Companies or any of their Subsidiaries, or (iv) any
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee.

         (b) To the extent that the Principal Companies shall fail to pay any
amount required to be paid by the Principal Companies to the Administrative
Agent or the Issuing Lender under

<PAGE>
                                     -101-


Section 12.4 or paragraph (b) of this Section 12.5, each Lender severally agrees
to pay to the Administrative Agent or the Issuing Lender, as the case may be,
such Lender's pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent or the Issuing Lender in its capacity as such.
For purposes hereof, a Lender's "pro rata share" shall be determined on the
basis of its proportionate share of the sum of all outstanding Loans, unused
Commitments and Letter of Credit Obligations at the time.

         (c) To the extent permitted by Applicable Law, each of the Principal
Companies hereby unconditionally agrees that the Principal Companies shall not
assert, and each of the Principal Companies hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any other Loan Document,
agreement or Instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of any of the proceeds thereof.

         (d) All amounts due under this Section 12.5 shall be payable promptly
by the Principal Companies after written demand therefor.

         12.6. CONFIDENTIALITY. Each Lender shall hold all non-public
information obtained pursuant to the requirements hereof which has been
identified as confidential by Parent Company or the Borrower in accordance with
such Lender's customary procedures for handling confidential information of this
nature and in accordance with prudent banking practices, it being understood and
agreed by the Principal Companies that, in any event, a Lender may make
disclosures to Affiliates of such Lender or disclosures reasonably required by
any bona fide or potential assignee, transferee or participant in connection
with the contemplated assignment, transfer or participation by such Lender of
any Loans or any participations therein or disclosures required or requested by
any Governmental Authority or representative thereof or pursuant to legal
process; provided, however, unless specifically prohibited by Applicable Law or
court order, each Lender shall notify the Borrower of any request by any
Governmental Authority or representative thereof (other than any such request in
connection with any examination of such Lender by such Governmental Authority)
for disclosure of any such non-public information prior to disclosure of such
information; and, provided further, in no event shall any Lender be obligated or
required to return any materials furnished by the Borrower or by the Parent
Company or any of their Subsidiaries.

         12.7. SET-OFF. In addition to any other rights and remedies of the
Lenders provided by law, and regardless of the adequacy of any Collateral, if
any Event of Default shall be continuing, each Lender is authorized at any time
and from time to time, without prior notice to the Parent Company or the
Borrower, any such notice being irrevocably waived by each of the Principal
Companies to the fullest extent permitted by law, to set off and apply, to the
fullest extent permitted by Applicable Law, any and all deposits (general or
special, time or demand, provisional or final) at any time held by, and other
indebtedness at any time owing by, such Lender to or for the credit or the
account of the Parent Company or the Borrower against any and all Obligations
owing to such Lender, now or at any time hereafter created, arising or existing,
irrespective of whether or not the Administrative Agent or such Lender shall
have made demand under this Agreement or any other Loan Document and although
such Obligations may be contingent or unmatured. Each Lender agrees promptly to
notify the Parent Company, the

<PAGE>
                                     -102-


Borrower and the Administrative Agent after any such set-off and application
made by such Lender; provided, however, that the failure to give any such notice
shall not affect the validity of such set-off and application. The rights of
each Lender under this Section 12.7 are in addition to all of the other rights
and remedies (including other rights of set-off) which such Lender may have.

         12.8. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties and agreements made herein shall survive the
execution and delivery hereof and the making of each Credit Extension.
Notwithstanding anything herein or implied by law to the contrary, the
agreements of each Credit Party set forth in Sections 4.1, 4.3, 4.4, 12.4, 12.5
and 12.7 shall survive the payment of the Loans, the cancellation or expiration
of the Letters of Credit and the reimbursement of any amounts drawn thereunder,
and the termination hereof. The agreements of the Parent Company set forth in
the Fee Letter, dated as of May 15, 2003, by and among the Parent Company, Fleet
National Bank and Fleet Securities Inc., shall survive the execution and
delivery of this Agreement and the making of each Credit Extension.

         12.9. MARSHALLING; PAYMENTS SET ASIDE. Neither the Administrative Agent
nor any Lender shall be under any obligation to marshal any assets in favor of
any Credit Party or any other Person or against or in payment of any or all of
the Obligations. To the extent that any Credit Party makes any payment or
payments to the Administrative Agent or Lenders (or to the Administrative Agent
for the benefit of Lenders), or the Administrative Agent or the Lenders enforce
any security interests or exercise their rights of setoff, and such payment or
payments or the proceeds of such enforcement or setoff or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, any other state or federal law, common law or any equitable
cause, then, to the extent of such recovery, the Obligations or part thereof
originally intended to be satisfied, and all Liens, rights and remedies therefor
or related thereto, shall be revived and continued in full force and effect as
if such payment or payments had not been made or such enforcement or set-off had
not occurred.

         12.10. OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS. The
obligations of the Lenders hereunder are several, and no Lender shall be
responsible for the obligations or Commitments of any other Lender hereunder.
Nothing contained herein or in any other Loan Document, and no action taken by
the Lenders pursuant hereto or thereto, shall be deemed to constitute the
Lenders as a partnership, an association, a joint venture or any other kind of
entity. The amounts payable at any time hereunder to each Lender shall, except
as otherwise expressly provided hereby, be a separate and independent debt, and
each Lender shall be entitled to protect and enforce its rights arising out of
this Agreement and the other Loan Documents, and it shall not be necessary for
any other Lender to be joined as an additional party in any proceeding for such
purpose.

         12.11. NOTIFICATION OF ADDRESSES, LENDING OFFICES; ETC. Each Lender
shall notify the Administrative Agent in writing of any changes in the address
to which notices to such Lender should be directed, of addresses of its Lending
Office, of payment instructions in respect of all payments to be made to it
hereunder and of such other administrative information as the Administrative
Agent shall reasonably request.

         12.12. COUNTERPARTS. This Agreement may be executed by one or more of
the parties to this Agreement in any number of separate counterparts, each of
which, when so executed, shall be deemed an original, and all of said
counterparts taken together shall be deemed to constitute but

<PAGE>
                                     -103-


one and the same Instrument. A set of the copies of this Agreement signed by all
of the parties shall be lodged with the Borrower and the Administrative Agent.

         12.13. SEVERABILITY. The illegality or unenforceability of any
provision of this Agreement or any Instrument required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any Instrument required hereunder.

         12.14. NO THIRD PARTIES BENEFITED. This Agreement is made and entered
into for the sole protection and legal benefit of the parties hereto and their
permitted successors and assigns, and no other Person shall be a direct or
indirect legal beneficiary of, or have any direct or indirect cause of action or
claim in connection with, this Agreement or any of the other Loan Documents.
None of the Administrative Agent, the Issuing Lender or any the Lenders shall
have any obligations to any Person not a party to this Agreement or any other
Loan Document.

         12.15. GOVERNING LAW AND JURISDICTION; WAIVER OF TRIAL BY JURY.

         (A) GOVERNING LAW. THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS.

         (B) JURISDICTION. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE
COMMONWEALTH OF MASSACHUSETTS OR OF THE UNITED STATES FOR THE DISTRICT OF
MASSACHUSETTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE
PARENT COMPANY AND THE BORROWER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF THE PARENT COMPANY AND THE BORROWER
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT RELATED HERETO.
EACH OF THE PARENT COMPANY AND THE BORROWER WAIVES PERSONAL SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY MASSACHUSETTS LAW.

         (C) WAIVER OF JURY TRIAL. THE PARTIES HERETO EACH WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR
PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE
PARTIES HERETO EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED
BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING,

<PAGE>
                                     -104-


THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IS
WAIVED BY OPERATION OF THIS SECTION 12.15 AS TO ANY ACTION, COUNTERCLAIM OR
OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY
PROVISIONS HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.

         12.16. INTEREST RATE LIMITATION. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with
all fees, charges and other amounts which are treated as interest on such Loan
under Applicable Law (collectively, the "Charges"), shall exceed the maximum
lawful rate (the "Maximum Rate") which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan in accordance with
Applicable Law, then the rate of interest payable in respect of such Loan
hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate, and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section 12.16 shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Rate to
the date of repayment, shall have been received by such Lender.

         12.17. DELIVERY BY FACSIMILE. Delivery of the signature pages to this
Agreement by facsimile shall be as effective as delivery of manually executed
counterparts of this Agreement.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]















                          ***SIGNATURE PAGES FOLLOW***



<PAGE>
                                     -105-





         IN WITNESS WHEREOF, the parties hereto have caused this CREDIT
AGREEMENT to be duly executed and delivered by their proper and duly authorized
officers as of the day and in the year first above written.


                                       THE BORROWER:

                                       REGENT BROADCASTING,
                                         INC., as the Borrower

100 East RiverCenter Boulevard
9th Floor                              By: /s/ ANTHONY A. VASCONCELLOS
Covington, Kentucky  41011                 ----------------------------
                                           Name:  Anthony A. Vasconcellos
                                           Title: Senior Vice President and
                                                  Chief Financial Officer

                                       THE PARENT COMPANY:

                                       REGENT COMMUNICATIONS,
                                         INC., as the Parent Company
100 East RiverCenter Boulevard
9th Floor
Covington, Kentucky  41011             By: /s/ ANTHONY A. VASCONCELLOS
                                           ---------------------------
                                           Name:  Anthony A. Vasconcellos
                                           Title: Senior Vice President and
                                                  Chief Financial Officer













                     **SIGNATURE PAGE TO CREDIT AGREEMENT**

                          ***SIGNATURE PAGES FOLLOW***


<PAGE>
                                     -106-



                                       THE AGENTS AND LENDERS:

OFFICE ADDRESS:                        FLEET NATIONAL BANK, as the
                                        Administrative Agent, the Issuing Lender
100 Federal Street                      and a Lender
Boston, MA 02110
                                       By: /s/ LISA M. PELLOW
                                           ------------------
                                           Name:   Lisa M. Pellow
                                           Title:  Managing Director


                                       US BANK, NATIONAL ASSOCIATION,
                                        as the Syndication Agent and a Lender

                                       By: /s/ CHRISTIAN J. BUGYIS
                                           -----------------------------------
                                           Name:  Christian J. Bugyis
                                           Title: Vice President


                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        as a Co-Documentation Agent and a Lender

                                       By: /s/ RUSSELL J. LYONS
                                           -----------------------------------
                                           Name:  Russell J. Lyons
                                           Title: Vice President


                                       SUNTRUST BANK, as a
                                        Co-Documentation Agent and a
                                        Lender

                                       By: /s/ J. ERIC MILLHAM
                                           -----------------------------------
                                           Name:  J. Eric Millham
                                           Title: Director












                     **SIGNATURE PAGE TO CREDIT AGREEMENT**

                          ***SIGNATURE PAGES FOLLOW***


<PAGE>
                                     -107-



                                       THE LENDERS:

                                       ING CAPITAL LLC, as a Lender


                                       By: /s/ WILLIAM C. JAMES
                                           -----------------------------------
                                           Name:  William C. James
                                           Title: Managing Director


                                       KEY CORPORATE CAPITAL INC.,
                                              as a Lender

                                       By: /s/ JASON R. WEAVER
                                           -----------------------------------
                                           Name:  Jason R. Weaver
                                           Title: Senior Vice President


                                       WELLS FARGO BANK,
                                           NATIONAL ASSOCIATION,
                                           as a Lender

                                       By: /s/ KYLE HOLTZ
                                           -----------------------------------
                                           Name:  Kyle Holtz
                                           Title: Assistant Vice President


                                       THE BANK OF NEW YORK,
                                           as a Lender

                                       By: /s/ VINCENT L. PACILIO
                                           -----------------------------------
                                           Name:  Vincent L. Pacilio
                                           Title: Senior Vice President













                     **SIGNATURE PAGE TO CREDIT AGREEMENT**