<PAGE>   1
                                                                   EXHIBIT 10.1
                                                                

                                   FIVE-YEAR


                                CREDIT AGREEMENT


                                     among


                                COX RADIO, INC.,


                       THE GUARANTORS REFERRED TO HEREIN,


                         THE BANKS REFERRED TO HEREIN,

                   TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
                            as Administrative Agent,

                          NATIONSBANK OF TEXAS, N.A.,
                             as Syndications Agent,

                                      and

                                CITIBANK, N.A.,
                             as Documentation Agent


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

<PAGE>   2



                                COX RADIO, INC.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
                                   ARTICLE I

 <S>                                                                             <C>
 Definitions ...................................................................  1


                                   ARTICLE II

                                   The Loans

 SECTION 2.01.      The Revolving Loans......................................... 18
 SECTION 2.02.      Setoff, Counterclaims and Taxes............................. 30
 SECTION 2.03.      Withholding Tax Exemption................................... 30
 SECTION 2.04.      Obligations Several, Not Joint.............................. 31
 SECTION 2.05.      Evidence of Debt............................................ 31
 SECTION 2.06.      Discretionary Loans......................................... 32

                                  ARTICLE III

                  Optional and Required Prepayments; Interest
                          Payment Date; Other Payments

 SECTION 3.01.      Optional Prepayments........................................ 33
 SECTION 3.02.      Required Prepayments........................................ 34
 SECTION 3.03.      Interest Payment Date....................................... 37
 SECTION 3.04.      Place, Etc. of Payments and
                         Prepayments............................................ 37

                                   ARTICLE IV

                         Fees; Reduction of Commitments

 SECTION 4.01.      Administration Fee.......................................... 38
 SECTION 4.02.      Commitment Fees............................................. 38
 SECTION 4.03.      Reduction or Termination of
                         Commitments............................................ 38
</TABLE>


<PAGE>   3
                                                                              2



                                   ARTICLE V

<TABLE>
 <S>                                                                             <C>
                    Application of Proceeds..................................... 39

                                   ARTICLE VI

                         Representations and Warranties

  SECTION 6.01.     Organization; Qualification;
                         Subsidiaries........................................... 39   
  SECTION 6.02.     Financial Statements........................................ 40   
  SECTION 6.03.     Actions Pending............................................. 41   
  SECTION 6.04.     Default..................................................... 41   
  SECTION 6.05.     Title to Assets; Licenses;                                        
                         Intellectual Property.................................. 41   
  SECTION 6.06.     Payment of Taxes............................................ 42   
  SECTION 6.07.     Conflicting or Adverse Agreements                                 
                         or Restrictions........................................ 42   
  SECTION 6.08.     Purpose of Loans............................................ 42   
  SECTION 6.09.     Authority; Validity......................................... 43   
  SECTION 6.10.     Consents or Approvals....................................... 43   
  SECTION 6.11.     Compliance with Law......................................... 43   
  SECTION 6.12.     ERISA....................................................... 44   
  SECTION 6.13.     Investment Company Act...................................... 44   
  SECTION 6.14.     Disclosure.................................................. 45   
  SECTION 6.15.     Insurance................................................... 45   
  SECTION 6.16.     Environmental and Safety Matters............................ 45   
  SECTION 6.17.     Restricted Subsidiaries..................................... 46   
                                                                                      
                                  ARTICLE VII                                         
                                                                                      
                                   Conditions                                         
                                                                                      
  SECTION 7.01.     Conditions Precedent to Closing............................. 46   
  SECTION 7.02.     Conditions Precedent to Initial                                   
                         Borrowing.............................................. 48   
  SECTION 7.03.     Conditions Precedent to Each                                      
                         Borrowing.............................................. 49   
                                                                                      
  SECTION 7.04.     Conditions Precedent to                                           
                         Borrowings that Increase                                     
                         Principal Outstanding.................................. 49   
</TABLE>



<PAGE>   4


                                                                              3

                                  ARTICLE VIII

                             Affirmative Covenants

<TABLE>
  <S>                                                                            <C>
  SECTION 8.01.     Certain Financial Covenants................................. 51
  SECTION 8.02.     Financial Statements and
                         Information............................................ 51
  SECTION 8.03.     Existence; Laws; Obligations................................ 54
  SECTION 8.04.     Notice of Litigation and Other                               
                         Matters................................................ 54
  SECTION 8.05.     Books and Records........................................... 55
  SECTION 8.06.     Inspection of Property and
                         Records................................................ 55
  SECTION 8.07.     Maintenance of Property,                                     
                         Insurance.............................................. 55
  SECTION 8.08.     ERISA....................................................... 56
  SECTION 8.09.     Maintenance of Business Lines............................... 56
  SECTION 8.10.     Further Assurances.......................................... 56
  SECTION 8.11.     Restricted/Unrestricted
                         Designation of Subsidiaires............................ 57

                                   ARTICLE IX

                               Negative Covenants

  SECTION 9.01.     Mortgages, Etc.............................................. 58
  SECTION 9.02.     Merger; Consolidation;
                         Disposition of Assets.................................. 59
  SECTION 9.03.     Restricted Payments......................................... 60
  SECTION 9.04.     Limitation on Margin Stock.................................. 60
  SECTION 9.05.     Transactions with Affiliates................................ 60
  SECTION 9.06.     Loans and Advances to and
                         Investments in Unrestricted
                         Subsidiaries........................................... 61
  SECTION 9.07.     Certain Transfers........................................... 61

                                   ARTICLE X

                               Events of Default

  SECTION 10.01.    Failure To Pay Principal or
                         Interest............................................... 62
  SECTION 10.02.    Failure To Pay Other Sums................................... 63
  SECTION 10.03.    Failure To Pay Other Debt................................... 63
</TABLE>



<PAGE>   5


                                                                              4

<TABLE>
 <S>                                                                             <C>
 SECTION 10.04.     Misrepresentation or Breach of
                         Warranty............................................... 63
 SECTION 10.05.     Violation of Certain Covenants.............................. 64
 SECTION 10.06.     Violation of Other Covenants,
                         Etc.................................................... 64
 SECTION 10.07.     Undischarged Judgment....................................... 64
 SECTION 10.08.     ERISA....................................................... 64
 SECTION 10.09.     Change of Control........................................... 64
 SECTION 10.10.     Assignment for Benefit of
                         Creditors or Nonpayment of
                         Debts.................................................. 64
 SECTION 10.11.     Voluntary Bankruptcy........................................ 65
 SECTION 10.12.     Involuntary Bankruptcy...................................... 65
 SECTION 10.13.     Dissolution................................................. 65
 SECTION 10.14.     Guarantee................................................... 65
                                                             

                                   ARTICLE XI

                  Modifications, Amendments or Waivers.......................... 66

                                  ARTICLE XII

                            The Administrative Agent

 SECTION 12.01.     Appointment of Administrative
                         Agent.................................................. 67
 SECTION 12.02.     Indemnification of Administrative
                         Agent.................................................. 68
 SECTION 12.03.     Limitation of Liability..................................... 68
 SECTION 12.04.     Independent Credit Decision................................. 69
 SECTION 12.05.     Rights of TCB............................................... 69
 SECTION 12.06.     Successor to the Administrative
                         Agent.................................................. 70

                                  ARTICLE XIII

                                   Guarantee.................................... 70
</TABLE>





<PAGE>   6


                                                                              5

                                  ARTICLE XIV

                                 Miscellaneous

<TABLE>
 <S>                                                                             <C>
 SECTION 14.01.     Payment of Expenses......................................... 73
 SECTION 14.02.     Notices..................................................... 74
 SECTION 14.03.     Setoff...................................................... 75
 SECTION 14.04.     Indemnity and Judgments..................................... 76
 SECTION 14.05.     Interest.................................................... 77
 SECTION 14.06.     Governing Law; Submission to
                         Jurisdiction; Venue.................................... 78
 SECTION 14.07.     Survival of Representations and
                         Warranties; Binding Effect;
                         Assignment............................................. 79
 SECTION 14.08.     Counterparts................................................ 83
 SECTION 14.09.     Severability................................................ 83
 SECTION 14.10.     Descriptive Headings........................................ 83
 SECTION 14.11.     Representation of the Banks................................. 83
 SECTION 14.12.     Final Agreement of the Parties.............................. 83
                    Waiver of Jury Trial........................................ 84
</TABLE>



<PAGE>   7


                                                                              6

                                LIST OF EXHIBITS

<TABLE>
<S>                      <C>                                      
Exhibit 2.01(a)          -  Banks and Commitments
Exhibit 2.01(g)(iv)      -  Eurocurrency Liabilities
                              (Regulation D)
Exhibit 6.01             -  List of Subsidiaries
Exhibit 6.03             -  List of Actions Pending
Exhibit 7.01(b)          -  Opinion of the Company's Counsel
Exhibit 7.01(c)          -  Officer's Certificate 
Exhibit 7.02(c)          -  Certificate of Solvency
Exhibit 8.10(a)          -  Additional Guarantor Agreement
Exhibit 9.01(d)          -  List of Liens and Security
                                Interests
Exhibit 14.02            -  Addresses for Notices
Exhibit 14.07(c)         -  Assignment and Acceptance
</TABLE>




<PAGE>   8


                                                                              

                                    FIVE-YEAR CREDIT AGREEMENT dated as of
                           March 7, 1997 (this "Agreement"), among COX RADIO,
                           INC., a Delaware corporation (the "Company"), the
                           GUARANTORS referred to herein, the BANKS referred to
                           herein, TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as
                           administrative agent (the "Administrative Agent"),
                           NATIONSBANK OF TEXAS, N.A., as syndications agent,
                           and CITIBANK, N.A., as documentation agent.

                  WHEREAS the Company, an indirect majority-owned subsidiary of
Cox Enterprises (such term and each other capitalized term used but not defined
in this Agreement having the meaning set forth in Article I hereof) proposes to
acquire all the issued and outstanding shares of Capital Stock of NewCity
Communications through the merger (the "Merger") of a Wholly Owned Subsidiary
of the Company with and into NewCity Communications (the "Surviving
Corporation") pursuant to the NewCity Merger Agreement.

                  WHEREAS the Company has requested the Banks to make Loans to
the Company in an aggregate amount not to exceed $300,000,000 at any time
outstanding to be used to finance the payment of the consideration payable in
the Merger of approximately $165,000,000 and additional acquisitions and for
general corporate purposes.

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

                                   ARTICLE I

                                  Definitions

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



<PAGE>   9


                                                                              2

followed in the preparation of the financial statements referred to in Section
6.02, unless otherwise indicated:

                  "Additional Guarantor Agreement" has the meaning specified in
Section 8.10(a) hereof.

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

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

                  "Agents' Fee Letters" shall mean the TCB Fee Letter, the fee
letter dated as of February 5, 1997, between Citibank, N.A. and the Company,
and the fee letter dated as of February 5, 1997, between NationsBank of Texas,
N.A. and the Company.

                  "Agreement" shall mean this Five-Year Credit Agreement, as
the same may be amended from time to time.

                  "Alternate Base Rate" shall mean, for any day, a rate per
annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) equal to the
greater of (a) the Floating Rate in effect on such day; or (b) the Federal
Funds Borrowing Rate in effect for such day plus 1/2 of 1%. For purposes of
this Agreement, any change in the Alternate Base Rate due to a change in the
Federal Funds Borrowing Rate shall be effective on the effective date of such
change in the Federal Funds Borrowing Rate. If for any reason the
Administrative Agent shall have determined (which determination shall be
conclusive, absent manifest error) that it is unable to ascertain, after
reasonable efforts, the Federal Funds Borrowing Rate, the Alternate Base Rate
shall be the Floating Rate until the circumstances giving rise to such
inability no longer exist.

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



<PAGE>   10


                                                                              3

                  "Assignment and Acceptance" has the meaning specified in
Section 14.07(c) hereof.

                  "Attributable Amount" shall mean, in connection with any
designation of a Restricted Subsidiary as an Unrestricted Subsidiary or of an
Unrestricted Subsidiary as a Restricted Subsidiary pursuant to Section 8.11,
the amount of EBITDA for the most recent four consecutive fiscal quarter period
for which financial statements have been delivered in accordance with Section
8.02, determined at the time of such designation, which was attributable to
such Subsidiary.

                  "Banks" shall mean the Persons listed on Exhibit 2.01(a) and
any other Person that shall have become a party hereto pursuant to an
Assignment and Acceptance, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Acceptance.

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

                  "Borrowings" and individually, "Borrowing", shall mean
Borrowings by the Company under Section 2.01(a) consisting of simultaneous
Revolving Loans from the Banks.

                  "Business Day" shall mean a day when the Reference Banks and
the Administrative Agent are open for business; provided that in connection
with Eurodollar Loans, it shall mean a day when the Reference Banks and the
Administrative Agent are open for business and banks are authorized to be open
for business in London and New York.

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

                  "Cash Flow Producing Assets" shall mean (a) assets other than
(i) cash equivalents and other



<PAGE>   11


                                                                              4


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

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

                  (a) the rate per annum obtained by dividing (i) the per annum
         rate of interest determined by the Administrative Agent to be the
         average (rounded upward to the nearest whole multiple of 0.01%, if
         such average is not such a multiple) of the bid rate determined
         independently by each Reference Bank at 9:00 a.m. (Dallas, Texas
         time), or as soon thereafter as is practicable, on the first day of
         such Interest Period, of a certificate of deposit dealer of recognized
         standing selected by each Reference Bank for the purchase at face
         value of its certificates of deposit in an amount approximately equal
         or comparable to the aggregate principal amount of such CD Rate Loans,
         with a maturity equal to such Interest Period, by (ii) the result
         obtained by subtracting from 100% all reserve (including, without
         limitation, any imposed by the Board of Governors of the Federal
         Reserve System), special deposit or similar requirements (expressed as
         a rate per annum) applicable (or scheduled at the time of
         determination to become applicable during such Interest Period) to
         such certificates of deposit, plus

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



<PAGE>   12


                                                                              5


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

                  A "Change of Control" shall be deemed to have occurred if (a)
the Cox Family and Cox Enterprises shall cease at any time to own directly or
indirectly Capital Stock of the Company carrying more than 50% of the voting
power of all the outstanding voting stock of the Company, (b) any Person or
group of Persons other than the Cox Family, Cox Enterprises and Persons
Controlled by them shall have the right or ability, directly or indirectly, to
cause the election of a majority of the directors of the Company, (c) the Cox
Family shall cease at any time to own directly or indirectly at least 50.1% of
the outstanding voting stock of Cox Enterprises, or (d) any Person or group of
Persons other than the Cox Family shall have the right or ability, directly or
indirectly, to cause the election of a majority of the directors of Cox
Enterprises.

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

                  "Commitment" shall mean as to any Bank the amount of such
Bank's commitment to make Loans hereunder, as set forth beside such Bank's name
on Exhibit 2.01(a) attached hereto or in any Assignment and Acceptance executed
pursuant to Section 14.07(c), as such amount (a) may be reduced from time to
time pursuant to the terms of this Agreement or pursuant to an Assignment and
Acceptance or (b) may be increased from time to time pursuant to an Assignment
and Acceptance, and "Commitments" shall mean the Commitments of all of the
Banks.

                  "Commitment Letter" shall have the meaning assigned to such
term in Section 14.04 of this Agreement.

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

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

                  "Control" shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
a Person, whether through



<PAGE>   13


                                                                              6

the ability to exercise voting power, by contract or otherwise. "Controlling"
and "Controlled" have meanings correlative thereto.

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

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

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

                  "Debt" shall mean with respect to any Person and without
duplication (a) indebtedness for borrowed money or for the deferred purchase
price of Property or services in respect of which such Person is liable,
contingently or otherwise, as obligor, guarantor or otherwise, or in respect of
which such Person directly or indirectly assures a creditor against loss, (b)
the capitalized portions of obligations under leases which shall have been or
should have been, in accordance with GAAP, recorded as capital leases, (c) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments and (d) all Guarantees by such Person of the Debt of others.

                  "Default Rate" shall mean a rate per annum (for the actual
number of days elapsed, based on a year of 365 or 366 days, as the case may be)
which shall be equal to the lesser of (a) the Alternate Base Rate plus 2% or
(b) the Highest Lawful Rate.

                  "Depositary" shall have the meaning assigned to such term in
Section 14.03 of this Agreement.

                  "Discretionary Borrowings" and individually,
"Discretionary Borrowing", shall mean borrowings by the



<PAGE>   14


                                                                              7

Company under Section 2.06 consisting of Discretionary Loans.

                  "Discretionary Loans" and individually, "Discretionary Loan",
shall mean loans made by a Bank pursuant to Section 2.06.

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

                  "EBITDA" shall mean, with respect to the Company and its
Restricted Subsidiaries on a consolidated basis for any period, the net income
of the Company and its Restricted Subsidiaries on a consolidated basis for such
period plus, to the extent deducted in computing such consolidated net income,
without duplication, the sum of (a) income tax expense, (b) interest expense,
(c) depreciation and amortization expense, (d) any extraordinary or
non-recurring losses and (e) other noncash items reducing such consolidated net
income, minus, to the extent added in computing such consolidated net income,
without duplication, the sum of (i) interest income, (ii) any extraordinary or
non-recurring gains and (iii) other noncash items increasing such consolidated
net income, determined on a consolidated basis in accordance with GAAP.

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

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

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

                  "Eurodollar Rate" for any Interest Period shall mean, for
each Eurodollar Loan comprising part of the relevant Borrowing, an interest
rate per annum equal to the per annum rate of interest determined by the
Administrative Agent to be the arithmetical average (rounded upward to the
nearest whole multiple of 0.01%, if such average is not such a multiple) of the
rate per annum at which deposits in Dollars are offered by the Lending Office
of each Reference Bank to a prime bank in the interbank domestic eurodollar



<PAGE>   15


                                                                              8

market at 10:00 a.m. (Dallas, Texas time) two Business Days before the first
day of such Interest Period for a period equal to such Interest Period and in
an amount substantially equal to the amount of the relevant Eurodollar Loan of
such Reference Bank during such Interest Period.

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

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

                  "Federal Funds Borrowing Rate" shall mean, for any day, a
fluctuating interest rate per annum equal to the weighted average (rounded
upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System for such day quoted by the Reference Banks to the Administrative
Agent at 12:00 noon (Dallas, Texas time) on such day.

                  "Fitch" shall mean Fitch Investors Service Inc.

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

                  "GAAP" shall mean generally accepted accounting principles
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and



<PAGE>   16


                                                                              9



pronouncements of the Financial Accounting Standards Board, or in such other
statements by such other entity as may be in general use by significant
segments of the accounting profession, which are applicable to the
circumstances as of the date of determination.

                  "Guarantee" of or by any Person shall mean any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Debt of any other Person (the "Primary Obligor")
(excluding endorsements of checks for collection or deposit in the ordinary
course of business) in any manner, whether directly or indirectly, and
including, without limitation, any obligation of such Person, direct or
indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Debt or to purchase (or to advance or supply funds for the
purchase of) any security for the payment of such Debt, (b) to purchase
property, securities or services for the purpose of assuring the owner of such
Debt of the payment of such Debt or (c) to maintain working capital, equity
capital or other financial statement condition or liquidity of the Primary
Obligor so as to enable the Primary Obligor to pay such Debt.

                  "Guarantor" shall mean each Subsidiary executing this
Agreement as a Guarantor and each other Subsidiary hereafter becoming a
Guarantor as provided in Section 8.10.

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

                  "Indemnified Liabilities" shall have the meaning assigned to
such term in Section 14.04 of this Agreement.

                  "Index Debt" shall mean senior, unsecured noncredit-enhanced,
long-term Debt of the Company.

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



<PAGE>   17


                                                                             10

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

                  "Interest Payment Date" shall mean the last day
of each Interest Period.

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

                  (a) in the case of Alternate Base Rate Loans,
         ending not less than one nor more than 90 days
         thereafter;

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

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

in each case as the Company may select in the Notice of Borrowing; provided,
however, that (i) no Interest Period for a Loan may be chosen that would extend
beyond the Maturity Date, (ii) whenever the last day of any Interest Period
would otherwise occur on a day other than a Business Day, the last day of such
Interest Period shall be extended to occur on the next succeeding Business Day;
provided that with respect to Eurodollar Loans, any Interest Period that would
otherwise end on a day that is not a Business Day shall be extended to the next
succeeding Business Day only if such Business Day does not fall in another
month, and in the event the next succeeding Business Day falls in another
month, the Interest Period for such Eurodollar Loan shall be accelerated so
that such Interest Period shall end on the next preceding Business Day and
(iii) any Interest Period that begins on a day for which there is no
numerically corresponding day in the last month of such Interest Period shall
end on the last Business Day of the last month of such Interest Period. In no
event shall there be more than ten Interest Periods in effect at any one time.



<PAGE>   18


                                                                             11


                  "Lending Office" shall mean, with respect to any Bank, its
principal office in the city identified with such Bank in Exhibit 14.02 hereto,
or such other office or branch of such Bank, or Affiliate of such Bank located
in the United States (acting on behalf of such Bank as its "Lending Office"
hereunder), as it shall designate in writing from time to time to the Company,
as the case may be.

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

                  "Loans" and individually, "Loan", shall mean Revolving Loans
and Discretionary Loans.

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

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



<PAGE>   19


                                                                             12

the most recent four consecutive fiscal quarter period for which financial
statements have been delivered pursuant to Section 8.02:


<TABLE>
<CAPTION>
                                                                                         
                    Leverage                        Commitment             Eurodollar             CD         
Category            Ratio                           Fee                    Spread                 Spread
--------            --------------                  --------------         -----------            -------
<S>                 <C>                                  <C>                  <C>                 <C>   
Category            < 3.00                               0.10%                0.300%              0.425%
1

Category            > 3.00 but <                         0.10%                0.350%              0.475%
2                   3.50

Category            > 3.50 but <                         0.15%                0.400%              0.525%
3                   4.00

Category            > 4.00 but <                         0.15%                0.450%              0.575%
4                   4.50

Category            > 4.50 but <                         0.20%                0.550%              0.675%
5                   5.00

Category            > 5.00 but <                         0.25%                0.675%              0.800%
6                   5.50

Category            > 5.50                               0.25%                0.800%              0.925%
7                   
</TABLE>

provided that for any period during which financial statements have not been
delivered as required under Section 8.02, the Margin Percentage shall be
determined by reference to the Category which is one Category higher (based
upon the number assigned to the Categories in the table above) than the
Category in effect immediately prior to such period; and provided further, that
the initial Margin Percentages will be based on Category 3 and such Margin
Percentages shall not be based on a lower-numbered Category until such time as
financial statements dated as of and for a period ended subsequent to the
Merger have been delivered pursuant to Section 8.02.

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

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




<PAGE>   20


                                                                             13



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

                  "Maturity Date" shall mean the fifth anniversary of the
Closing Date.

                  "Maximum Permissible Rate" shall have the meaning set forth
in Section 14.05.

                  "Merger" shall have the meaning set forth in the introductory
statement of this Agreement.

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

                  "Net Cash Proceeds" shall mean (a) with respect to a sale,
assignment, transfer or other disposition by the Company or any of its
Restricted Subsidiaries to any Person other than the Company or any of its
Restricted Subsidiaries of any Capital Stock or assets owned by such party, the
gross cash proceeds to such party (including, without limitation, cash
proceeds, whenever received, of any non-cash consideration) of such sale,
assignment, transfer or other disposition, less the sum of (i) the reasonable
costs associated with such sale, assignment, transfer or other disposition,
including, without limitation, income taxes (as estimated by the Company or any
of its Restricted Subsidiaries, as the case may be, in good faith), (ii)
payments of the outstanding principal amount of, premium or penalty, if any,
and interest on any Debt required to be, and which in fact is, prepaid under
the terms thereof as a result of such disposition and (iii) appropriate amounts
as a reserve, in accordance with GAAP, against any liabilities directly
associated with the Capital Stock or assets sold and which liabilities are
retained by the Company or any of its Restricted Subsidiaries after such sale,
assignment, transfer or other disposition, including, without limitation,
pension and other post-employment benefit liabilities and liabilities related
to environmental matters or against any indemnification obligations associated
with such sale, assignment, transfer or disposition and  (b) with respect to


<PAGE>   21


                                                                             14


any incurrence of Debt, cash proceeds net of underwriting commissions or
placement fees and expenses directly incurred in connection therewith.

                  "NewCity Communications" shall mean, prior to the Merger,
NewCity Communications, Inc., a Delaware corporation, and, following the
Merger, the Surviving Corporation.

                  "NewCity Merger Agreement" shall mean the Agreement and Plan
of Merger dated as of July 1, 1996, among the Company, New Cox Radio II, Inc.,
a Wholly Owned Subsidiary of the Company, certain stockholders of NewCity
Communications and John Riccardi as agent for such stockholders.

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

                  "Obligations" shall mean the obligations of the Company under
this Agreement (as it may hereafter be amended, restated, extended,
supplemented or otherwise modified from time to time) with respect to (a) the
principal amount of the Loans, (b) interest on the Loans and (c) all other
monetary obligations of the Company under this Agreement.

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

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

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

                  "Plan" shall mean any employee pension benefit plan within
the meaning of Article IV of ERISA which is either (i) maintained for employees
of the Company, of any Subsidiary, or of any member of a "controlled group of
corporations" or "combined group of trades or businesses 




<PAGE>   22


                                                                             15



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

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

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

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

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


<PAGE>   23


                                                                             16


Commitment, and (b) the denominator of which shall be the aggregate amount of
all Banks' Commitments.

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

                  "Quarterly Date" shall mean the last day of each March, June,
September and December, beginning with March 31, 1997, or if any such date is
not a Business Day, the next succeeding Business Day.

                  "Reference Banks" and individually "Reference Bank", shall
mean TCB, NationsBank of Texas, N.A. and Citibank, N.A.

                  "Register" shall have the meaning set forth in Section
14.07(e) hereof.

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

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

                  "Restricted Subsidiary" means each Subsidiary other than
those Subsidiaries identified as Unrestricted Subsidiaries in Exhibit 6.01;
provided, however, that subject to Section 8.11, a Restricted Subsidiary may be
designated by the Company as an Unrestricted Subsidiary or an Unrestricted
Subsidiary may be redesignated by the Company as a Restricted Subsidiary;
provided further, that after the initial designation of an Unrestricted
Subsidiary by the Company, only five further redesignations of such Subsidiary
shall be permitted.

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

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

                  "Subsidiary" shall mean, with respect to the Company at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the



<PAGE>   24


                                                                             17


Company in the Company's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as
any other corporation, limited liability company, partnership, association or
other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or,
in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as
of such date, otherwise Controlled, by the Company or one or more Subsidiaries
of the Company or by the Company and one or more Subsidiaries of the Company.

                  "Surviving Corporation" shall have the meaning assigned to
such term in the introductory statement of this Agreement.

                  "TCB" shall mean Texas Commerce Bank National Association, a
national banking association.

                  "TCB Fee Letter" shall mean the fee letter dated as of
February 5, 1997, between TCB and the Company.

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

                  "Transactions" shall mean (a) the Merger and (b) the other
transactions contemplated hereby, including the initial Borrowing hereunder.

                  "Unrestricted Subsidiary" means any Subsidiary so designated
in accordance with the terms of this Agreement.

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


<PAGE>   25


                                                                             18

                                   ARTICLE II

                                   The Loans

                  SECTION 2.01. The Revolving Loans. (a) Revolving Loan
Commitment. Subject to and upon the terms and conditions set forth in this
Agreement, each Bank severally agrees to make Revolving Loans in Dollars to the
Company on any one or more Business Days on or after the date hereof and prior
to the Maturity Date, up to an aggregate principal amount of Revolving Loans
not exceeding at any one time outstanding an amount equal to such Bank's
Commitment made to the Company by such Bank, if any; provided, however, in no
event shall the aggregate outstanding principal amount at any time of the
Revolving Loans and the Discretionary Loans exceed $300,000,000, as such amount
may be reduced pursuant to the terms of this Agreement. Each Borrowing shall be
in an aggregate amount of not less than $3,000,000 and an integral multiple of
$250,000. Subject to the foregoing, each Borrowing shall be made simultaneously
from the Banks according to their Pro Rata Shares of the principal amount
requested for each Borrowing, and shall consist of Revolving Loans of the same
type (e.g., CD Rate Loans, Alternate Base Rate Loans or Eurodollar Loans) with
the same Interest Period from each Bank. Within such limits and during such
period, the Company may borrow, repay and reborrow under this Section 2.01(a)
(including, without limitation, reborrowings for the sole purpose of
refinancing any Revolving Loan).

                  (b)  Borrowing Procedures; Delivery of Proceeds;

Recordation of Loans. (i) Each Borrowing under this Section 2.01 shall be made
on at least (A) in the case of a Borrowing consisting of Alternate Base Rate
Loans, prior oral or written notice from the Company to the Administrative
Agent by 9:00 a.m. (Dallas, Texas time) on the same day as the requested
Borrowing (and the Administrative Agent shall prior to 12:00 noon (Dallas,
Texas time) on the date such notice is received by the Administrative Agent
provide oral or written notice of the requested Borrowing to the Banks, and
each Reference Bank shall then provide to the Administrative Agent not later
than 12:15 p.m. (Dallas, Texas time) oral or written notice of the rate on
overnight Federal funds for such day offered at 12:00 noon (Dallas, Texas time)
by such Reference Bank



<PAGE>   26


                                                                             19


to the Company, and the Alternate Base Rate determined by the Administrative
Agent shall be conveyed by the Administrative Agent by oral or written
communication to all of the Banks by 1:00 p.m. (Dallas, Texas time) on the
Borrowing Date), (B) in the case of a Borrowing consisting of Eurodollar Loans,
three Business Days' prior written or oral notice from the Company to the
Administrative Agent by 9:00 a.m. (Dallas, Texas time) and (C) in the case of a
Borrowing consisting of CD Rate Loans, one Business Day's prior written or oral
notice from the Company to the Administrative Agent by 9:00 a.m. (Dallas, Texas
time) (and the Administrative Agent shall, in the case of (B) and (C) above,
provide to each Bank prior oral or written notice of the requested borrowing by
11:30 a.m. (Dallas, Texas time) on the date such notice is received by the
Administrative Agent) (in each case, a "Notice of Borrowing"); provided,
however, with respect to each oral Notice of Borrowing, the Company shall
deliver promptly (and in any event, no later than two Business Days after the
giving of such oral notice) to the Administrative Agent a confirmatory written
Notice of Borrowing. Each Notice of Borrowing shall be irrevocable and shall
specify: (w) the total principal amount of the proposed Borrowing, (x) whether
the Borrowing will be comprised of CD Rate Loans, Alternate Base Rate Loans or
Eurodollar Loans, (y) the applicable Interest Period for such Loans (which may
not extend beyond the Maturity Date), and (z) the Borrowing Date. The
Administrative Agent shall promptly give like notice to the other Banks, and on
the Borrowing Date each Bank shall make its Pro Rata Share of the Borrowing
available at the principal banking office of the Administrative Agent, 2200
Ross Avenue, Dallas, Texas 75201, no later than 3:30 p.m. (Dallas, Texas time)
in the case of a Borrowing consisting of Alternate Base Rate Loans, and no
later than 2:00 p.m. (Dallas, Texas time) in the case of all other Borrowings,
in each case in immediately available funds.

                  (ii) The Administrative Agent shall pay or deliver the
proceeds of each Borrowing to or upon the order of the Company. Each Bank shall
maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness to such Bank resulting from each Loan, from time to
time, including, without limitation, the amounts of principal and interest
payable and paid such Bank from time to time under this Agreement. The
Administrative Agent shall maintain accounts in which it



<PAGE>   27


                                                                             20



will record (A) the principal amount of each Loan made hereunder, the type of
each Loan and the Interest Period applicable thereto, (B) the amount of any
principal or interest due and payable or to become due and payable from the
Company to each Bank hereunder and (C) the amount of any sum received by the
Administrative Agent hereunder from the Company and each Bank's Pro Rata Share
thereof. The entries made in the accounts maintained pursuant to this paragraph
shall be prima facie evidence of the existence and amounts of the obligations
therein recorded; provided, however, that the failure of any Bank or the
Administrative Agent to maintain such accounts or any error therein shall not
in any manner affect the obligation of the Company to repay the Loans in
accordance with their terms.

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

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

                  (B) Alternate Base Rate Loans shall be made having an
    Interest Period of 10 days in lieu of any



<PAGE>   28


                                                                             21



     Eurodollar Loans or CD Rate Loans that were to have been made at such
     time.

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

                  (i) Each Alternate Base Rate Loan shall bear interest on the
     unpaid principal amount thereof from time to time outstanding at a rate
     per annum (for the actual number of days elapsed, based on a year of 365
     or 366 days, as the case may be) which shall be equal to the lesser of (A)
     the Alternate Base Rate or (B) the Highest Lawful Rate.

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

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

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



<PAGE>   29


                                                                             22

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

                  (e) Change of Law. (i) Anything in this Agreement to the
contrary notwithstanding, if at any time any Bank in good faith determines
(which determination shall be conclusive) that any change after the date hereof
in any applicable law, rule or regulation or in the interpretation or
administration thereof makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful (any of the above being
described as a "Eurodollar Event") for such Bank or its foreign branch or
branches to maintain or fund any Loan in Dollars by means of Dollar deposits
obtained in the interbank eurodollar market then, at the option of such Bank,
the aggregate principal amount of each of such Bank's Eurodollar Loans then
outstanding, which Loans are directly affected by such Eurodollar Events, shall
be prepaid in Dollars, and any remaining obligation of such Bank hereunder to
make Eurodollar Loans (but not CD Rate Loans or Alternate Base Rate Loans)
shall be suspended for so long as such Eurodollar Events shall continue. Upon
the occurrence of any Eurodollar Event and at any time thereafter so long as
such Eurodollar Event shall continue, such Bank may exercise its aforesaid
option by giving written notice thereof to the Administrative Agent and the
Company. Any prepayment of any Eurodollar Loan which is required under this
Section 2.01(e) shall be made, together with accrued and unpaid interest and
all other amounts payable to such Bank under this Agreement with respect to
such prepaid Loan (including, without limitation, amounts payable pursuant to
Section 2.01(f)), on the date stated in the notice to the Company referred to
above, which date ("Required Prepayment Date") shall be not less than 15 days
(or such earlier date as shall be necessary to comply with the relevant law,
rule or regulation) from the date of such notice. If any Eurodollar Loan is
required to be prepaid under this Section 2.01(e), the Banks agree that at the
written



<PAGE>   30


                                                                             23



request of the Company, the Bank that has made such Eurodollar Loan shall make
an Alternate Base Rate Loan or a CD Rate Loan on the Required Prepayment Date
to the Company in the same principal amount, in Dollars, as the Eurodollar Loan
of such Bank being so prepaid. Any such written request by the Company for
Alternate Base Rate Loans or a CD Rate Loan under this Section 2.01(e) shall be
irrevocable and, in order to be effective, must be delivered to the
Administrative Agent not less than one Business Day prior to the Required
Prepayment Date.

                  (ii) Notwithstanding the foregoing, in the event the Company
is required to pay to any Bank amounts with respect to any Borrowing pursuant
to Section 2.01(e)(i), the Company may give notice to such Bank (with copies to
the Administrative Agent) that it wishes to seek one or more assignees (which
may be one or more of the Banks) to assume the Commitment of such Bank and to
purchase its outstanding Loans and the Administrative Agent will use its best
efforts to assist the Company in obtaining an assignee; provided that if more
than one Bank requests that the Company pay substantially and proportionately
equal additional amounts under Section 2.01(e)(i) and the Company elects to
seek an assignee to assume the Commitments of any of such affected Banks, the
Company must seek an assignee or assignees to assume the Commitments of all of
such affected Banks. Each Bank requesting compensation pursuant to Section
2.01(e)(i) agrees to sell its Commitment, Loans and interest in this Agreement
in accordance with Section 14.07 to any such assignee for an amount equal to
the sum of the outstanding unpaid principal of and accrued interest on such
Loans in Dollars plus all other fees and amounts (including, without
limitation, any compensation claimed by such Bank under Section 2.01(e)(i) and
Section 2.01(f)) due such Bank hereunder calculated, in each case, to the date
such Commitment, Loans and interest are purchased. Upon such sale or
prepayment, each such Bank shall have no further Commitment or other obligation
to the Company hereunder.

                  (f) Funding Losses. In the event of (i) any payment or
prepayment (whether authorized or required hereunder pursuant to acceleration
or otherwise) of all or a portion of any CD Rate Loan or Eurodollar Loan on a
day other than an Interest Payment Date, (ii) any payment or prepayment
(whether authorized or required hereunder



<PAGE>   31


                                                                             24



pursuant to acceleration or otherwise), of any CD Rate Loan or Eurodollar Loan
made after the delivery of the Notice of Borrowing for such CD Rate Loan or
Eurodollar Loan, but before the Borrowing Date therefor, if such payment or
prepayment prevents such CD Rate Loan or Eurodollar Loan from being made in
full, (iii) the failure of any Loan to be made by any Bank due to any condition
precedent to a Loan not being satisfied or as a result of this Section 2.01 or
(iv) due to any other action or inaction of the Company, the Company shall pay,
in Dollars, to each affected Bank upon its request made on or before 45 days
after the occurrence of any such event, acting through the Administrative
Agent, such amount or amounts (to the extent such amount or amounts would not
be usurious under applicable law) as may be necessary to compensate such Bank
for any direct or indirect costs and losses incurred by such Bank (including,
without limitation, such amount or amounts as will compensate it for the amount
by which the rate of interest on such Loan immediately prior to such repayment
exceeds the Eurodollar Rate or the CD Rate, for the period from the date of
such prepayment to the Interest Payment Date with respect to such prepaid Loan,
all as determined in good faith by such Bank) but otherwise without penalty.
Any such claim by a Bank for compensation shall be made through the
Administrative Agent and shall be accompanied by a certificate signed by an
officer of such Bank authorized to so act on behalf of such Bank, setting forth
the computation upon which such claim is based. The obligations of the Company
under this Section 2.01(f) shall survive the termination of this Agreement
and/or the payment of the obligations hereunder.

                  (g) Increased Costs--Taxes, Reserve Requirements, Etc. (i)
The Company for and on behalf of each Bank shall pay or cause to be paid
directly to the appropriate governmental authority or shall reimburse or
compensate each Bank upon demand by such Bank, acting through the
Administrative Agent, for all costs incurred, losses suffered or payments made,
as determined by such Bank, by reason of any and all present or future taxes
(including, without limitation, any interest equalization tax or any similar
tax on the acquisition of debt obligations), levies, imposts or any other
charge of any nature whatsoever imposed by any taxing authority, whether or not
such taxes were correctly or legally asserted, on or with regard to any aspect
of the transactions with respect



<PAGE>   32


                                                                             25



to this Agreement and the Loans, except such taxes as may be measured by the
overall net income of a Bank or its Lending Office and increase in franchise
taxes imposed by the jurisdiction, or any political subdivision or taxing
authority thereof, in which such Bank's principal executive office or its
Lending Office is located.

                  (ii) The Company shall pay immediately upon demand by any
Bank, acting through the Administrative Agent, any applicable stamp and
registration taxes, duties, official and sealed paper taxes, or similar charges
due, or which under currently applicable law could in the future become due, or
which may in the future become due as a result of any change in applicable law,
the interpretation thereof, or otherwise, in connection with any Loans or this
Agreement or in connection with the enforcement hereof.

                  (iii) If any Bank or the Administrative Agent receives a
refund in respect of taxes for which such Bank or the Administrative Agent has
received payment from the Company hereunder, it shall promptly notify the
Company of such refund and shall, within 30 days after receipt of such refund,
repay such refund to the Company with interest if any interest is received
thereon by such Bank or the Administrative Agent; provided that the Company,
upon the request of such Bank or the Administrative Agent, agrees to return
such refund (plus penalties, interest or other charges) to such Bank or the
Administrative Agent in the event such Bank or the Administrative Agent is
required to repay such refund.

                  (iv) (A) The Company shall reimburse or compensate each Bank
upon demand by such Bank, acting through the Administrative Agent, for all
costs incurred, losses suffered or payments made in connection with any CD Rate
Loans or Eurodollar Loans or any part thereof which costs, losses or payments
are a result of any present or future reserve, special deposit or similar
requirement against assets of, liabilities of, deposits with or for the account
of, or Loans by such Bank imposed on such Bank, its foreign lending branch or
the interbank eurodollar market by any regulatory authority, central bank or
other governmental authority, whether or not having the force of law,
including, without limitation, Regulation D.



<PAGE>   33


                                                                             26



                  (B) If as a result of (y) the introduction of or any change
in or in the interpretation or administration of any law or regulation or (z)
the compliance with any request from any central bank or other governmental
authority (whether or not having the force of law), there shall be any increase
in the cost to any Bank of agreeing to make or making, funding or maintaining
Loans for which such Bank shall not have been reimbursed pursuant to the
provisions of clause (A) above, then the Company shall from time to time, upon
demand by such Bank, acting through the Administrative Agent, pay to such Bank
additional amounts sufficient to indemnify such Bank against the full amount of
such increased cost.

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



<PAGE>   34


                                                                             27



a particular method, on any occasion, shall in no way limit or be deemed a
waiver of the Administrative Agent's or such Bank's right to require full
payment of any interest, cost or other amount payable hereunder, or to
calculate any amount payable by another method, on any other or subsequent
occasion for a subsequent Interest Period.

                  (v) If any Bank shall have determined in good faith that any
applicable law, rule, regulation or guideline regarding capital adequacy now or
hereafter in effect, or any change therein, or any change in the interpretation
or administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Bank (or any Lending Office of such Bank) with any request or
directive regarding capital adequacy (whether or not having the force of law)
of any such governmental authority, central bank or comparable agency has the
effect of reducing the rate of return on such Bank's capital or the capital of
any corporation Controlling such Bank as a consequence of its obligations
hereunder to a level below that which such Bank would have achieved as a
consequence of its obligations hereunder but for such adoption, change or
compliance (taking into consideration such Bank's policies with respect to
capital adequacy) by an amount deemed in good faith by such Bank to be
material, then from time to time, upon notice by the Bank requesting (through
the Administrative Agent) compensation, under this Section 2.01(g)(v) within a
reasonable period of time after such Bank has obtained knowledge of such event,
the Company shall pay to the Administrative Agent for the account of such Bank
such additional amount or amounts as will compensate such Bank for such
reduction. Any such claim by a Bank for compensation shall be made through the
Administrative Agent and shall be accompanied by a certificate signed by an
officer of such Bank authorized to so act on behalf of such Bank setting forth
the calculation upon which such claim is based.

                  (vi) Notwithstanding the foregoing, in the event the Company
is required to pay to any Bank amounts pursuant to Section 2.01(g)(iv)(A),
Section 2.01(g)(iv)(B) or Section 2.01(g)(v), the Company may give notice to
such Bank (with copies to the Administrative Agent) (A) that it wishes to seek
one or more assignees (which may be one or



<PAGE>   35


                                                                             28



more of the Banks) to assume the Commitment of such Bank and to purchase its
outstanding Loans, in which case the Administrative Agent will use its best
efforts to assist the Company in obtaining an assignee, or (B) in the case of
any Bank that became a Bank pursuant to an assignment under Section 14.07, that
it wishes to terminate the Commitment of such Bank; provided that if more than
one Bank requests that the Company pay substantially and proportionately equal
additional amounts under Section 2.01(g)(iv)(A), Section 2.01(g)(iv)(B) or
Section 2.01(g)(v) and the Company elects to seek an assignee to assume, or to
terminate, the Commitments of any of such affected Banks, the Company must seek
an assignee or assignees to assume, or must terminate, as the case may be, the
Commitments of all of such affected Banks. Each Bank requesting compensation
pursuant to Section 2.01(g)(iv)(A), Section 2.01(g)(iv)(B) or Section
2.01(g)(v) agrees to sell its Commitment, its outstanding Loans and interest in
this Agreement in accordance with Section 14.07 to any such assignee for an
amount equal to the sum of, and agrees that its Commitment shall be terminated
as provided above upon payment to it by the Company of, the outstanding unpaid
principal of and accrued interest on its outstanding Loans in Dollars plus all
other fees and amounts (including, without limitation, any compensation claimed
by such Bank under Section 2.01(f), Section 2.01(g)(iv)(A), Section
2.01(g)(iv)(B) or Section 2.01(g)(v)) due such Bank hereunder calculated, in
each case, to the date such Commitment, Loans and interest are purchased or
such amounts are paid, as the case may be. Upon such sale or prepayment, each
such Bank shall have no further Commitment or other obligation to the Company
hereunder.

                  (vii) Any Bank claiming any amounts pursuant to this Section
2.01(g) shall use its reasonable good faith efforts (consistent with its
internal policies and legal and regulatory restrictions) to avoid or minimize
the payment by the Company of any amounts under this Section 2.01(g),
including, without limitation, changing the jurisdiction of its Lending Office;
provided that no such change or action shall be required to be made or taken
if, in the reasonable judgment of such Bank, such change would be materially
disadvantageous to such Bank.

                  (viii) The aggregate amount payable, reimbursable or
compensable by the Company to or for the account of a



<PAGE>   36


                                                                             29



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

                  (h) Calculation Errors. Each calculation by the
Administrative Agent or any Bank with respect to amounts owing or to be owing
by the Company pursuant to this Agreement or any Loan shall be conclusive
except in the case of error. In the event the Administrative Agent determines
within a reasonable time that any such error shall have occurred in connection
with the determination of the applicable interest rate for any Loan which
results in the Company paying either more or less than the amount which would
have been due and payable but for such error, then (i) any Bank that received
an overpayment or underpayment or (ii) the Company, as the case may be, shall
promptly refund or pay, as the case may be, to the other any such overpayment
or underpayment. In the event it is determined within a reasonable time that
any Bank, acting through the Administrative Agent, has miscalculated any amount
for which it has demanded reimbursement or compensation from the Company in
respect of amounts owing by the Company other than interest which results in
the Company paying more or less than the amount which would have been due and
payable but for such error, such Bank or the Company, as the case may be, shall
promptly refund or pay, as the case may be, to the other the full amount of
such overpayment or underpayment. In the event it is determined within a
reasonable time that the Company has miscalculated the Commitment Fees due
under Section 4.02 which results in the Company paying more or less than the
amount which would have been due and payable but for such error, (y) any Bank
that received an overpayment or underpayment or (z) the Company, as the case
may be, shall promptly refund or pay, as the case may be, the full amount of
the overpayment or underpayment.



<PAGE>   37


                                                                             30


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

                  SECTION 2.03. Withholding Tax Exemption. At least five
Business Days prior to the first date on which interest or fees are payable
hereunder to the Banks, if any Bank is not incorporated or organized under the
laws of the United States of America, or a state thereof, such Bank agrees that
it will deliver to the Company (with a copy to the Administrative Agent) a duly
completed copy of United States Internal Revenue Service Form 1001 or 4224,
certifying in either case that such Bank is entitled to receive payments under
this Agreement without deduction or withholding of any United States Federal
income taxes. If such Bank delivers a Form 1001 or 4224, such Bank further
undertakes to deliver to the Company (with a copy to the Administrative Agent)
an additional copy of such form (or a successor form) on or before the date
that such form



<PAGE>   38


                                                                             31



expires (currently, three successive calendar years for Form 1001 and one
calendar year for Form 4224) or becomes obsolete or after the occurrence of any
event requiring a change in the most recent forms so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Company, in each case certifying that such Bank is entitled to
receive payments under this Agreement without deduction or withholding of any
United States Federal income taxes, unless an event (including, without
limitation, any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Bank from duly completing
and delivering any such form with respect to it and such Bank advises the
Company (and the Administrative Agent) that it is not capable of receiving
payments without any deduction or withholding of United States Federal income
tax. In no event will any withholding by the Company of interest payable by any
Bank as contemplated by this Section 2.03 give rise to a Default under Section
10.01 with respect to payments of interest.

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

                  SECTION 2.05. Evidence of Debt. Any Bank may request that
Loans made by it be evidenced by a promissory note. In such event, the Company
shall prepare, execute and deliver to such Bank a promissory note payable to
the order of such Bank (or, if requested by such Bank, to such Bank and its
registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 14.07) be
represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns).



<PAGE>   39


                                                                             32



                  SECTION 2.06. Discretionary Loans. (a) Each Bank may, in its
sole discretion and on terms and conditions in writing satisfactory to it and
the Company that are not inconsistent with the provisions of this Agreement,
make additional Loans to the Company under its Commitment on any one or more
Business Days on or after the date hereof and prior to the Maturity Date, which
Discretionary Loans will be payable to the appropriate Bank upon such terms and
conditions; provided, however, that the Company will not permit to remain
outstanding any Discretionary Loans from any Bank, and no Bank will make any
Discretionary Loans to the Company, if the aggregate principal amount of the
Discretionary Loans and the Revolving Loans made by such Bank exceeds such
Bank's Commitment. Should any Discretionary Loan be outstanding from any Bank
on a date on which a Borrowing is to be made, such Borrowing shall be made
available only if the Company has paid or shall simultaneously with the making
of such Borrowing pay such portions of Discretionary Loans (including, without
limitation, the payment of the amount of any losses payable pursuant to Section
2.01(f) actually incurred by such Bank as a result of such prepayment) as shall
be necessary to make available a portion of each Bank's Commitment at least
equal to such Bank's Pro Rata Share of such Borrowing. No Discretionary Loan
shall have a maturity date or interest period that extends beyond the Maturity
Date. Each Bank shall maintain in accordance with its usual practice an account
or accounts evidencing the indebtedness to such Bank resulting from each
Discretionary Loan made by such Bank. The entries made in the accounts
maintained pursuant to this Section 2.06(a) shall be prima facie evidence of
the existence and amounts of the obligations therein recorded; provided,
however, that the failure of any Bank to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Company to repay
the Discretionary Loans in accordance with their terms.

                  (b) Promptly upon written request of the Administrative
Agent, each Bank will certify in writing the borrowing date, the principal
amount and the maturity date of any Discretionary Loans made during any period
for which the Commitment Fees under Section 4.02 are to be calculated. The
Company agrees to certify to the Administrative Agent at the request of the
Administrative Agent on or before (i) each Borrowing and each




<PAGE>   40




                                                                             33



Discretionary Borrowing, the borrowing date, the principal amount, the maturity
date and the lending Bank for each outstanding Discretionary Loan and (ii) each
Quarterly Date, the borrowing date, the principal amount, the maturity date and
the lending Bank for all Discretionary Loans made during any period for which
the Commitment Fees under Section 4.02 are to be calculated.

                                  ARTICLE III

                  Optional and Required Prepayments; Interest

                          Payment Date; Other Payments

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

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

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

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




<PAGE>   41


                                                                             34


     date. Notice of such prepayment shall be irrevocable and having been given
     as aforesaid, the principal amount specified in such notice, together with
     accrued and unpaid interest thereon to the date of prepayment, shall
     become due and payable on such prepayment date, and the provisions of
     Section 2.01(f) shall be applicable. The Company shall have no optional
     right to prepay the principal amount of any Loan other than as provided in
     this Section 3.01.

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

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

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

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

                  (b) As of any date on which the Company or any Restricted
Subsidiary sells, assigns, transfers or otherwise disposes of any Property
(other than (i) dispositions of inventory in the ordinary course of business or
(ii) sales or transfers of Capital Stock or assets to the Company or a
Restricted Subsidiary), if either (A) the ratio of Total Debt, as of the date
of the balance sheet most recently delivered pursuant to Section 8.02, to
EBITDA, for the four consecutive fiscal quarter period ended on the date of
such balance sheet, is in excess of 4.5 to 1.0 or (B) the Company is not in
compliance with its obligations under Section 8.02, then 50% of the Net Cash
Proceeds of such sale, assignment, transfer or disposition shall be immediately
applied to the




<PAGE>   42


                                                                             35


prepayment of Loans under this Agreement, and the Commitments under this
Agreement shall be reduced by such amount so prepaid; provided that if in
connection with the disposition of any such Property the Company shall advise
the Administrative Agent that it intends to use the Net Cash Proceeds of such
disposition to acquire Cash Flow Producing Assets to be owned by the Company or
a Restricted Subsidiary, then (i) the Commitments will not be reduced as
required by this Section 3.02(b) to the extent the amount prepaid or a portion
thereof shall have been reborrowed within 12 months after the date of such
disposition and used to acquire Cash Flow Producing Assets, and (ii) during
such 12 month period an amount of the Commitments equal to the amount so
prepaid will be restricted and the Company will be entitled to reborrow such
amount as provided herein only upon a certification to the Administrative Agent
that the proceeds of such borrowing will be promptly applied to acquire such
Cash Flow Producing Assets. Notwithstanding the foregoing, such prepayment will
not be required in the event and for so long as such Net Cash Proceeds are held
by a "qualified intermediary" (as defined in ss. 1.103(k)- 1(g)(4)(iii) of
Title 26 of the Code of Federal Regulations) pursuant to a like kind exchange
as provided for by ss. 1031 of the Internal Revenue Code of 1986; provided,
however, that this sentence shall in no way limit or otherwise affect the
Company's obligations under this Section 3.02(b) to reduce the Commitments by
50% of such Net Cash Proceeds in the event the notice and reinvestment
provisions set forth above are not complied with.

                  (c) As of any date on which the Company or any Restricted
Subsidiary on a consolidated basis incurs Debt other than Debt incurred under
this Agreement, if either (i) the ratio of Total Debt, as of the date of the
balance sheet most recently delivered pursuant to Section 8.02 on a pro forma
basis giving effect to such incurrence and any use of the proceeds thereof to
repay Debt reflected on such balance sheet, to EBITDA, for the four consecutive
fiscal quarter period ended on the date of such balance sheet, is in excess of
4.5 to 1.0, or (ii) the Company is not in compliance with its obligations under
Section 8.02, then 50% of the Net Cash Proceeds of such Debt shall be
immediately applied to the prepayment of Loans under this Agreement, and the
Commitments under this Agreement shall be reduced by the amount so prepaid
except to the extent that after such application the ratio of (i) Total Debt as




<PAGE>   43


                                                                             36


of such balance sheet date minus such amount of Net Cash Proceeds to (ii)
EBITDA for such four consecutive fiscal periods would be less than 4.5 to 1.0;
provided, however, that prepayments and reductions required under this Section
3.02(c) shall be made only at such time as the aggregate amount of payments and
reductions required but not made shall equal an amount not less than
$20,000,000, at which time Loans shall be prepaid and Commitments reduced in
such aggregate amount.

                  (d) Notwithstanding the foregoing, (i) no prepayment shall be
required under Section 3.02(b) with respect to an aggregate of $10,000,000 of
Net Cash Proceeds and (ii) in the event any prepayment required by Section
3.02(b) to be made under this Agreement shall be in an amount less than
$2,000,000, such prepayment may be deferred until the aggregate amount of the
prepayments deferred in reliance on this provision shall exceed $2,000,000, at
which time all such prepayments shall be promptly made and the Commitments
correspondingly reduced. In the event any prepayment required by Section
3.02(b) or (c) with respect to any Loan would become due on a date that is not
an Interest Payment Date and as a result thereof the Company would incur
liabilities under Section 2.01(f), then (A) if the next Interest Payment Date
for such Loan would occur within 90 days of the date on which such prepayment
is otherwise due, such prepayment may be made on such Interest Payment Date and
(B) if the next Interest Payment Date for such Loan would not occur within 90
days of such date on which such prepayment is due, the Company shall make such
prepayment to the Administrative Agent on the due date; provided, however, that
interest shall continue to accrue on any Loan so prepaid and shall be paid by
the Company to the Administrative Agent on the applicable Interest Payment
Date, and, so long as no Default or Event of Default shall occur or shall have
occurred and be continuing, the Administrative Agent shall hold the proceeds of
such prepayment for the benefit of the Banks, in an interest bearing account,
until such time as such proceeds can be applied towards payment of the Loans in
accordance with the provisions of this Agreement without resulting in any
liability to the Company under Section 2.01(f). All interest which may accrue
on such amounts so held in escrow shall be held by the Administrative Agent for
the benefit of the Company.




<PAGE>   44


                                                                             37

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

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

                  SECTION 3.04. Place, Etc. of Payments and Prepayments. All
payments and prepayments made in accordance with the provisions of this
Agreement in respect of the Commitment Fees and the Administrative Agent's fee
and of principal of and interest on the Revolving Loans shall be made to the
Administrative Agent in Dollars at its office at 2200 Ross Avenue, Dallas,
Texas 75201, in immediately available funds for the accounts of the Banks. The
Administrative Agent will promptly distribute to the Banks, in accordance with
each Bank's Pro Rata Share in immediately available funds, the amount of
principal, interest and Commitment Fees received by the Administrative Agent
for the account of the Banks, taking into account the effect of any
Discretionary Loans; provided that if interest shall accrue on any Loan at a
rate different from the rate applicable to any other Loan, payment and
distribution of interest shall be based on the respective accrual rates
applicable to such Loan. Any payment to the Administrative Agent for the
account of a Bank under this Agreement shall constitute payment by the Company
to such Bank of the amounts so paid to the Administrative Agent, and any Loan
or portions thereof so paid shall not be considered outstanding for any purpose
after the date of such payment to the Administrative Agent.




<PAGE>   45


                                                                             38

                                   ARTICLE IV

                         Fees; Reduction of Commitments

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

                  SECTION 4.02. Commitment Fees. The Company agrees to pay to
the Administrative Agent for the account of each Bank in Dollars, Commitment
Fees, computed on a daily basis of a year of 365 or 366 days, as the case may
be, from the date of this Agreement to and including the Maturity Date at a
rate per annum equal to the applicable Margin Percentage from time to time in
effect on the daily average unused amount of the Commitment of such Bank
(taking into account all Revolving Loans and Discretionary Loans of such Bank
outstanding on the dates covered by such calculation). Each such Commitment Fee
shall be payable on or before the fifteenth day following each Quarterly Date
and on the Maturity Date or on such earlier date as the Commitment of such Bank
shall terminate pursuant to the terms of this Agreement.

                  SECTION 4.03. Reduction or Termination of Commitments. The
Company may at any time or from time to time reduce ratably in proportion to
their respective Commitments or terminate in whole, the respective Commitments
of the Banks hereunder by giving not less than three full Business Days' prior
written notice to such effect to the Administrative Agent; provided that any
partial reduction shall be in an aggregate amount of not less than $5,000,000
and an integral multiple of $1,000,000; provided, further, that the Commitments
may not be reduced to an amount less than the aggregate principal amount of
Discretionary Loans and Revolving Loans outstanding at such time, unless
simultaneously therewith the Company shall make a prepayment in accordance with
Section 3.02(a) hereof. In the event of any prepayment of the Loans outstanding
hereunder pursuant to Section 3.02(b) or (c), the Commitments shall be ratably
reduced by the amount of such prepayment to the extent provided in Section
3.02(b) or (c). The Administrative Agent shall promptly notify each Bank of its
Pro Rata Share of and of




<PAGE>   46


                                                                             39


the date of each reduction of the Commitments. After each such reduction, the
Commitment Fees owing to each Bank shall be calculated upon the Commitment of
such Bank as so reduced. In the event of acceleration of the date on which any
Loan is payable in accordance with Article X, the Commitments hereunder of the
Banks shall thereupon automatically terminate without notice. Each reduction or
any termination of the Commitments, and each notice thereof, under this
Agreement shall be irrevocable.

                                   ARTICLE V

                            Application of Proceeds

                  The Company agrees that the proceeds of the Loans hereunder
shall be used by the Company in accordance with the introductory statement to
this Agreement.

                                   ARTICLE VI

                         Representations and Warranties

                  The Company represents and warrants that:

                  SECTION 6.01. Organization; Qualification; Subsidiaries. The
Company and each Subsidiary (a) is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, (b) has the corporate power to own its properties and to carry
on its business as now conducted, and (c) is duly qualified as a foreign
corporation to do business and is in good standing in every jurisdiction where
failure to be duly qualified would materially and adversely affect the
business, properties, operations or financial condition of the Company and its
Restricted Subsidiaries on a consolidated basis or the ability of the Company
and its Restricted Subsidiaries to perform its obligations under this
Agreement. Attached hereto as Exhibit 6.01 is a correct and complete list
(determined in good faith by the Company) setting forth, as of date hereof (but
after giving effect to the Transactions): (i) the name of and jurisdiction of
organization of each Subsidiary, (ii) the title and number of such outstanding
shares of Capital Stock of each Subsidiary, if any, owned by Persons other than
the Company or any Subsidiary;




<PAGE>   47


                                                                             40


(iii) the name and address of each such other Persons and (iv) whether such
Subsidiary is a Restricted or Unrestricted Subsidiary. All shares of Capital
Stock of Restricted Subsidiaries owned by the Company or any Restricted
Subsidiary are owned thereby free and clear of all liens, claims and
encumbrances. No shares of Capital Stock of any Restricted Subsidiary are owned
by any Unrestricted Subsidiary.

                  SECTION 6.02. Financial Statements. (a) The Company has
furnished each Bank with the consolidated financial statements for the Company
and its Subsidiaries as at and for its fiscal year ended December 31, 1995,
accompanied by the opinion of Deloitte & Touche LLP, and quarterly consolidated
financial statements as at and for the period ended September 30, 1996. Such
statements have been prepared in conformity with GAAP consistently applied
throughout the period involved, except as may be explained in such opinion.
Such statements fairly present the financial condition of the Company and its
Subsidiaries on a consolidated basis and the results of its and their
operations as at the dates and for the periods indicated. There has been no
material adverse change in the business, properties, operations or financial
condition of the Company and its Subsidiaries on a consolidated basis since
September 30, 1996.

                  (b) The Company has furnished each Bank with the consolidated
financial statements for NewCity Communications and its consolidated
subsidiaries on a consolidated basis as at and for its fiscal year ended
December 31, 1995, accompanied by the audit opinion of a nationally recognized
accounting firm, and quarterly consolidated financial statements as at and for
the period ended September 30, 1996. To the knowledge of the Company, such
statements have been prepared in conformity with GAAP consistently applied
throughout the period involved, except as may be explained in such opinion. To
the knowledge of the Company, such statements fairly present the financial
condition of NewCity Communications and its consolidated subsidiaries on a
consolidated basis and the results of its and their operations as at the dates
and for the periods indicated. To the knowledge of the Company, there has been
no material adverse change in the business, properties, operations or financial
condition of NewCity Communications




<PAGE>   48


                                                                             41


and its subsidiaries on a consolidated basis since September 30, 1996.

                  SECTION 6.03. Actions Pending. Except as disclosed in Exhibit
6.03 attached hereto, there is no action, suit or proceeding pending or, to the
knowledge of the Company, threatened against the Company or any Restricted
Subsidiary before any court or administrative agency or other governmental
authority which might (although in the opinion of the Company such actions,
suits and proceedings would not reasonably be expected to) result in any
material adverse change in the business, properties, operations or financial
condition of the Company and its Restricted Subsidiaries on a consolidated
basis or impair the ability of the Company to perform its obligations under
this Agreement.

                  SECTION 6.04. Default. Neither the Company nor any Restricted
Subsidiary is (a) in default under the provisions of any instrument evidencing
any Debt or any other liability, contingent or otherwise, or of any agreement
relating thereto or (b) in default under or in violation of any order, writ,
injunction or decree of any court, or in default under or in violation of any
order, regulation or demand of any governmental instrumentality, other than for
such defaults or violations under clauses (a) and (b) above which taken in the
aggregate do not and could not reasonably be expected to materially and
adversely affect the business, properties, operations or financial condition of
the Company and its Restricted Subsidiaries on a consolidated basis or impair
the ability of the Company to perform its obligations under this Agreement.

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

                  (b) Each of the Company and its Restricted Subsidiaries owns,
or is licensed to use, all trademarks, tradenames, copyrights, patents,
licenses and other intellectual property material to its business, and the use




<PAGE>   49


                                                                             42


thereof by the Company and its Restricted Subsidiaries does not infringe upon
the rights of any other Person, except for any such infringements that,
individually or in the aggregate, could not reasonably be expected to result in
a Materially Adverse Effect.

                  SECTION 6.06. Payment of Taxes. The Company and each
Subsidiary have filed all Federal and state income and franchise tax returns,
or extensions therefor, which, to the knowledge of the officers thereof, are
required to be filed and have paid all taxes shown on said returns and all
assessments which are due. The Company and its officers know of no claims by
any governmental authority for any unpaid taxes which claims in the aggregate
could reasonably be expected to result in a material and adverse effect on the
business, properties, operations or financial condition of the Company and its
Restricted Subsidiaries on a consolidated basis.

                  SECTION 6.07. Conflicting or Adverse Agreements or
Restrictions. Neither the Company nor any Restricted Subsidiary is a party to
any contract or agreement or subject to any restriction which materially and
adversely affects the business, properties, operations or financial condition
of the Company and its Restricted Subsidiaries on a consolidated basis. Neither
the execution nor delivery of this Agreement nor compliance with the terms and
provisions hereof or of any instruments required hereby will be contrary to the
provisions of, or constitute a default under, (a) the charter or by-laws of the
Company or any Restricted Subsidiary or (b) any law or any regulation, order,
writ, injunction or decree of any court or governmental authority or any
material agreement to which the Company or any Restricted Subsidiary is a party
or by which it is bound or to which it is subject if such noncompliance or
defaults referred to in this clause (b) could in the aggregate have a material
and adverse effect on the business, properties, operations or financial
condition of the Company and its Restricted Subsidiaries on a consolidated
basis or impair the ability of the Company to perform its obligations under
this Agreement.

                  SECTION 6.08. Purpose of Loans. Neither the Company nor any
Subsidiary is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying




<PAGE>   50


                                                                             43



Margin Stock. This Agreement and the transactions contemplated hereby comply in
all respects with Regulations G, U, T and X and all other regulations of the
Board of Governors of the Federal Reserve System. Neither the Company nor any
agent acting on its behalf has taken or will take any action which would cause
this Agreement to violate Regulation G, U, T or X or any other regulation of
the Board of Governors of the Federal Reserve System or to violate the
Securities Exchange Act of 1934, in each case as in effect now or as the same
may hereafter be in effect on the date of any Loan.

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

                  SECTION 6.10. Consents or Approvals. No order, consent,
approval, license, authorization or validation of any governmental authority
and no registration or filing with or notice to any governmental authority is
necessary to authorize or permit, or is required in connection with, the
execution and delivery of this Agreement, the making of borrowings pursuant
hereto or the performance of the obligations of the Company hereunder.

                  SECTION 6.11. Compliance with Law. Neither the Company nor
any of its Restricted Subsidiaries are in violation of any Federal, state or
local laws or orders affecting the Company or any Subsidiary or any of their
businesses and operations which taken alone, or in the aggregate, could
reasonably be expected to have a material and adverse effect on the business,
properties, operations or financial condition of the Company and its Restricted
Subsidiaries, on a consolidated basis, or could reasonably be expected to
impair the ability of the Company to perform




<PAGE>   51


                                                                             44


its obligations under this Agreement. Neither the Company nor any Restricted
Subsidiary has failed to obtain any license, permit, franchise, consent or
authorization of any governmental authority necessary to the ownership of its
properties or the operation of its business, which failure could reasonably be
expected to have a material and adverse effect on the business, properties,
operations or financial condition of the Company and its Restricted
Subsidiaries on a consolidated basis or could reasonably be expected to impair
the ability of the Company to perform its obligations under this Agreement.

                  SECTION 6.12. ERISA. The Company and its Subsidiaries are in
compliance in all material respects with the applicable provisions of ERISA.
Neither the Company nor any Subsidiary, taken individually or in the aggregate,
has incurred any material accumulated funding deficiency within the meaning of
ERISA or Section 4971 of the Internal Revenue Code of 1986, as amended, or has
incurred any material liability to the Pension Benefit Guaranty Corporation
established under ERISA, or any successor thereto under ERISA (the "PBGC"), in
connection with any Plan. None of the Company, any Subsidiary or any member of
a "controlled group of corporations" or "combined group of trades or businesses
under common control" as such terms are defined, respectively, in Sections
414(b) and (c) of the Internal Revenue Code of 1986, as amended, is required to
contribute to any "multiemployer plan" (as such term is defined in Section
4001(a)(3) of ERISA) or has withdrawn from any multiemployer plan where such
contribution obligation or withdrawal has resulted or could result in any
"withdrawal liability" (as such term is defined in Section 4201 of ERISA) which
could reasonably be expected to have a Materially Adverse Effect.

                  SECTION 6.13. Investment Company Act. Neither the Company nor
any Subsidiary (i) is an investment company as that term is defined in the
Investment Company Act of 1940, as amended, (ii) directly or indirectly
Controls or is Controlled by a company which is an investment company as that
term is defined in the Investment Company Act of 1940, as amended, or (iii) is
otherwise subject to regulation under the Investment Company Act of 1940, as
amended.




<PAGE>   52


                                                                             45


                  SECTION 6.14. Disclosure. All material information furnished
by or on behalf of the Company in writing to the Administrative Agent or any
Bank pursuant to the terms of this Agreement (a) in the Confidential
Information Memorandum dated January 1997 or (b) after the date hereof and, in
either case, concerning the historical operations of the Company, did not or
will not, as the case may be, when made, include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were or are
made, not materially misleading.

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

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




<PAGE>   53


                                                                             46


employee health and safety generally, in violation in any material respect of
any law or any regulations promulgated pursuant thereto. The Company is aware
of no events, conditions or circumstances involving environmental pollution or
contamination or employee health or safety that could reasonably be expected to
result in a material and adverse effect on the business, properties, operations
or financial condition of the Company and its Restricted Subsidiaries on a
consolidated basis.

                  SECTION 6.17. Restricted Subsidiaries. Every Restricted
Subsidiary of the Company (other than the Surviving Corporation if permitted by
Section 8.10(b)) is a Guarantor hereunder.

                                  ARTICLE VII

                                   Conditions

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

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

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

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

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

                  (e)  after giving effect to the Company's execution of this
     Agreement, the representations and




<PAGE>   54


                                                                             47



     warranties made by the Company in Article VI shall be true on and as
     of the Closing Date;

                  (f) no material adverse change shall have occurred in the
     business, properties, operations or financial condition of the Company and
     its Subsidiaries on a consolidated basis since September 30, 1996;

                  (g) there shall not exist any litigation or regulatory
     proceedings or other legal or regulatory development, actual or
     threatened, that, in the good faith judgment of the Banks, could
     reasonably be expected to have a material and adverse effect on the
     business, properties, operations or financial condition of (i) the Company
     and its Subsidiaries taken as a whole or (ii) NewCity Communications;
     provided that for purposes of this clause (g), any litigation or
     regulatory proceeding or other legal or regulatory development shall be
     deemed to have a material and adverse effect as contemplated above if,
     after giving effect to such proceeding or development on a pro forma basis
     over the succeeding twelve month period, a Default would occur hereunder;

                  (h) the Administrative Agent shall have received from the
     Company certificates of appropriate officials as to the existence and good
     standing of the Company in its jurisdiction of incorporation and any and
     all jurisdictions where the Property owned or the business transacted by
     the Company makes such qualification necessary and where the failure to be
     so duly qualified would have a material and adverse effect on the
     business, properties, operations or financial condition of the Company and
     its Subsidiaries on a consolidated basis or the ability of the Company to
     perform its obligations under this Agreement, all in form and substance
     satisfactory to the Administrative Agent and counsel for the
     Administrative Agent;

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

                  (j) the Administrative Agent shall have received copies of 
     the NewCity Merger Agreement, duly certified by an officer of the Company 
     that such agreements are in the




<PAGE>   55


                                                                             48

     form as filed with the Securities and Exchange Commission;

                  (k) the Banks shall be satisfied as to the absence of
     litigation related to the Transactions which could materially adversely
     affect their rights or interests in connection with this Agreement;

                  (l) the Administrative Agent shall have received all fees and
     other amounts due and payable to the Administrative Agent and to the Banks
     on or prior to the Closing Date, including, without limitation, (i) such
     fees and amounts due and payable pursuant to the terms and conditions set
     forth in the Agents' Fee Letters and (ii) to the extent invoiced,
     reimbursement or payment of all out-of-pocket expenses required to be
     reimbursed or paid by the Company hereunder.

                  SECTION 7.02. Conditions Precedent to Initial Borrowing. The
obligation of the Banks to fund the initial Borrowing is subject to the
following:

                  (a) the conditions to the obligations of the Company set
     forth in the NewCity Merger Agreement shall have been, or shall
     simultaneously with the initial Borrowing be, satisfied without giving
     effect to any amendment thereto or waiver thereof which would reasonably
     be expected to have a Materially Adverse Effect;

                  (b) the Transactions shall have been, or shall simultaneously
     with the initial Borrowing be, completed in accordance with applicable law
     and on the terms set forth in the NewCity Merger Agreement without giving
     effect to any amendment thereto which would reasonably be expected to have
     a Materially Adverse Effect;

                  (c) the Administrative Agent shall have received a
     certificate of a senior financial officer of the Company, substantially in
     the form attached hereto as Exhibit 7.02(c), as to the solvency of the
     Company after giving effect to the Transactions; and

                  (d) all material governmental authorities (including the FCC) 
     and third parties shall have approved or consented to the Transactions to 
     the extent required,




<PAGE>   56


                                                                             49



     all applicable appeal periods and waiting periods shall have expired and
     there shall be no governmental or judicial action, actual or threatened,
     restraining or preventing the Transactions contemplated hereby.

                  SECTION 7.03. Conditions Precedent to Each Borrowing. The
obligation of the Banks to fund each Borrowing (including, without limitation,
the initial Borrowing) is subject to the following:

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

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

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

                  SECTION 7.04. Conditions Precedent to Borrowings that
Increase Principal Outstanding. The obligation of the Banks to fund each Loan
(including, without limitation, the initial Borrowing), which has the effect of
increasing the aggregate outstanding principal amount of Revolving Loans on the
applicable Borrowing Date, is subject, in addition to the conditions set forth
in Section 7.03, to the following conditions:

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




<PAGE>   57


                                                                             50


     representations and warranties made by the Company in the last sentence of
     Section 6.02(a) and Section 6.02(b) and in Sections 6.03 and 6.04).

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

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

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




<PAGE>   58


                                                                             51


                                  ARTICLE VIII

                             Affirmative Covenants

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

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

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

<TABLE>
<CAPTION>
               Period                                    Ratio
               ------                                    -----
<S>                                                      <C>       
Closing Date through
March 31, 1999                                           6.0 to 1.0

April 1, 1999 through
March 31, 2000                                           5.5 to 1.0

Thereafter                                               5.0 to 1.0
</TABLE>


                  (b) an Interest Coverage Ratio for any four consecutive
     fiscal quarter (commencing with such period ending on March 31, 1997)
     period of not less 2.0 to 1.0.

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

                  (a) as soon as available, and in any event within 90 days,
         after the end of each fiscal year (i) a copy of the consolidated
         annual audited financial statements of the Company and its
         Subsidiaries for such fiscal year containing a balance sheet, an
         income statement, a statement of shareholders' equity and a
         consolidated statement of cash flows, all in reasonable detail,
         together with the unqualified opinion of Deloitte & Touche LLP or
         another independent certified public accountant of recognized standing
         satisfactory to the Banks, that such




<PAGE>   59


                                                                              52

         statements have been prepared in accordance with generally accepted
         accounting principles, consistently applied, except as may be
         explained in such opinion, and fairly present the financial condition
         of the Company and its Subsidiaries on a consolidated basis and the
         results of its and their operations as at the dates and for the
         periods indicated and (ii) a copy of the reconciliation sheet,
         certified by the chief financial officer of the Company, setting forth
         the adjustments required to the consolidated audited financial
         statements of the Company and its Subsidiaries referred to above in
         this paragraph (a) in order to arrive at the consolidated financial
         statements of the Company and its Restricted Subsidiaries;

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

                  (c) promptly after the filing thereof, copies of all
         statements and reports filed with the Securities and Exchange
         Commission other than Form S-8




<PAGE>   60


                                                                             53


         registration statements and other reports relating to employee benefit
         plans, supplements to registration statements relating solely to the
         pricing of securities offerings for which registration statements were
         previously filed and delivered and Forms D;

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

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

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

                  All financial statements specified in clauses (a) and (b)
above shall be furnished with comparative consolidated figures for the
corresponding period in the preceding year. Together with each delivery of
financial statements required by clauses (a) and (b) above, the Company will
deliver to each Bank (i) such schedules, computations and other information as
may be required to demonstrate that the Company is in compliance with its
covenants in Sections 8.01, 9.01(f), 9.02 and 9.06 or reflecting any
non-compliance therewith as at the applicable date, and (ii) an Officer's
Certificate stating that there exists no Event of Default or, to the knowledge
of such officer, any Default, or, if any such Event of Default or, to the
knowledge of such officer, any Default exists, stating the nature thereof, the
period of existence thereof, and what action the Company has taken and proposes
to take with respect thereto. Together with each delivery of financial
statements required by clause (a) above, the Company will deliver to each Bank
a written statement of said accountants that, in making the audit necessary to
the certification of such financial statements, they have




<PAGE>   61


                                                                             54



obtained no knowledge of any Event of Default or Default, or, if such
accountants shall have obtained knowledge of any Event of Default or Default,
they shall specify the nature and period of existence thereof in such
statement; provided that such accountants shall not be liable directly or
indirectly to any Bank for failure to obtain knowledge of any Event of Default
or Default. Each Bank is authorized to deliver a copy of any financial
statement delivered to it to any regulatory body having jurisdiction over it
and to any other Person as may be required by applicable law, rules and
regulations.

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

                  SECTION 8.04. Notice of Litigation and Other Matters.
Promptly notify the Administrative Agent in writing of (i) any action, suit or
proceeding pending or to the knowledge of the Company threatened, before any
governmental authority (including, without limitation, any bankruptcy or
similar proceeding by or against the Company or any Restricted Subsidiary)
which, in the reasonable view of the Company, if adversely determined or during
the pendency thereof, would materially impair the ability of the Company and
its Restricted Subsidiaries on a consolidated basis to carry on their
businesses substantially as now being conducted or would materially and
adversely affect the business, properties, operations or financial condition of
the Company and its Restricted Subsidiaries on a consolidated basis or would
impair the ability of the Company to perform its obligations under this
Agreement, (ii) any action or development which, in the view of the Company,
might reasonably be expected to materially impair the ability of the Company
and its Restricted Subsidiaries on a consolidated basis to carry on their
businesses substantially as now being conducted or




<PAGE>   62


                                                                             55


would materially and adversely affect the business, properties, operations or
financial condition of the Company and its Restricted Subsidiaries on a
consolidated basis or would impair the ability of the Company to perform its
obligations under this Agreement, (iii) the failure of any Unrestricted
Subsidiary to pay when due (after giving effect to any grace period permitted
from time to time) any Debt of such Unrestricted Subsidiary, the outstanding
amount of which exceeds, singularly or in the aggregate, $10,000,000, or the
holder of which Debt declares, or may declare, such Debt due prior to its
stated maturity because of the occurrence of a default or other event
thereunder or with respect thereto and (iv) any revocation, suspension or
expiration of FCC licenses which, individually or in the aggregate, are
material to the operations of the Company and the Restricted Subsidiaries on a
consolidated basis (the "Material FCC Licenses").

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

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

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




<PAGE>   63


                                                                             56


                  SECTION 8.08. ERISA. Comply, and cause each Subsidiary to
comply, in all material respects with the applicable provisions of ERISA and
furnish to the Administrative Agent (i) as soon as possible, and in any event
within 30 days after the Company or a duly appointed administrator of a Plan
files or is required to file, with respect to any Plan, any notice of a
"reportable event" (as such term is defined in Section 4043 of ERISA) for which
the notice requirement has not been waived by the PBGC (provided that notice
shall be required for reportable events arising from the disqualification of a
Plan or the distress termination of a Plan (in accordance with ERISA Section
4041(c)) without regard to the waiver of notice provided by the PBGC by
regulation or otherwise), a statement of the chief financial officer of the
Company setting forth details as to such reportable event and the action which
the Company, or such Subsidiary, as the case may be, proposes to take with
respect thereto, together with a copy of the notice of such reportable event
given to the PBGC and (ii) promptly after receipt thereof, a copy of any notice
the Company, any Subsidiary or any member of the Controlled group of
corporations may receive from the PBGC relating to the intention of the PBGC to
terminate any Plan pursuant to Section 4042 of ERISA.

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

                  SECTION 8.10. Further Assurances. (a) Promptly after the
acquisition or formation of any Subsidiary that is designated a Restricted
Subsidiary (and promptly after designating any Subsidiary that was formerly an
Unrestricted Subsidiary as a Restricted Subsidiary), cause such Restricted
Subsidiary to execute and deliver to the Administrative Agent an Additional
Guarantor Agreement in substantially the form of Exhibit 8.10(a) attached
hereto (the "Additional Guarantor Agreement") under which such Restricted
Subsidiary shall become, and shall assume all the obligations of, a Guarantor
hereunder and become liable as a Guarantor hereunder for all the Obligations.




<PAGE>   64


                                                                             57


                  (b) If any Subsidiary that is a Restricted Subsidiary on the
Closing Date fails to provide a Guarantee of the Obligations in accordance with
paragraph (a) above as a result of a prohibition contained under the terms of
any Debt existing as of January 31, 1997 and outstanding on the Closing Date,
promptly after such Debt is repaid or repurchased or such Subsidiary is
otherwise no longer subject to such prohibition, cause such Subsidiary to
execute and deliver to the Administrative Agent an Additional Guarantor
Agreement under which such Restricted Subsidiary shall become, and shall assume
all the obligations of, a Guarantor hereunder and become liable as a Guarantor
hereunder for all the Obligations.

                  SECTION 8.11. Restricted/Unrestricted Designation of
Subsidiaries. The Company will be permitted to designate a Restricted
Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a
Restricted Subsidiary by the delivery to the Administrative Agent of a written
notice certifying that all conditions set forth in this Section 8.11 are
satisfied as of the effective date of such designation, which certification
shall state the effective date of such designation and shall set forth the
computations and information as may be required to demonstrate that the Company
is in compliance with this Section 8.11 and shall be signed by a financial
officer of the Company; provided that (a) no Default or Event of Default shall
exist immediately before or after the effective date of any such designation
and the Company (other than with respect to designations of a Subsidiary
involved in, and in connection with, a merger, an acquisition of an entity or a
business or a joint venture in connection with any such transaction) shall be
in Pro Forma Compliance with respect to such designation; and (b) the Company
shall not designate as Unrestricted Subsidiaries during any period of 12
consecutive months Restricted Subsidiaries as to which the Attributable Amount
shall exceed 15% of Pro Forma EBITDA for the four consecutive fiscal quarter
period ended on the date of the balance sheet most recently delivered pursuant
to Section 8.02 excluding therefrom the Attributable Amount of the Unrestricted
Subsidiaries which have been designated as Restricted Subsidiaries during such
period. Notwithstanding anything contained in the foregoing to the contrary,
any calculation of Pro Forma Compliance shall exclude the effect of any entity
or business for the period




<PAGE>   65


                                                                             58


during which such entity or business was not a Subsidiary or part of a
Subsidiary of the Company. Promptly after receiving any written notice from the
Company regarding the designation thereby of a Restricted Subsidiary or an
Unrestricted Subsidiary, the Administrative Agent will
provide notice thereof to the Lenders.

                                   ARTICLE IX

                               Negative Covenants

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

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

                  (a) liens for taxes not yet due or which are being contested 
         in good faith by appropriate proceedings;

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

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

                  (d) liens and security interests existing on the date hereof
         which are (i) both (y) described in Exhibit 9.01(d) attached hereto
         and (z) reflected in the consolidated financial statements of the
         Company




<PAGE>   66


                                                                             59


         referred to in Section 6.02(a) and (ii) liens and security interests
         on Property that were existing at the time of the acquisition thereof
         by the Company or any Restricted Subsidiary or placed thereon to
         secure a portion of the purchase price thereof described in Exhibit
         9.01(d);

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

                  (f) at any time when each Restricted Subsidiary is a
         Guarantor, other liens and security interests (in addition to those
         permitted pursuant to Section 9.01(e)) on Property of the Company and
         its Restricted Subsidiaries that secure Debt of the Company and its
         Restricted Subsidiaries in an amount which, when taken together with
         all other outstanding secured Debt incurred in reliance on this clause
         (f) ("Section 9.01(f) Debt"), does not at the time such lien or
         security interest comes into existence exceed 20% of Pro Forma EBITDA
         for the four consecutive fiscal quarter period ended on the date of of
         the balance sheet most recently delivered pursuant to Section 8.02;
         provided, that in no event will the aggregate book value of Property
         securing Section 9.01(f) Debt exceed by more than 40% the aggregate
         amount of Section 9.01(f) Debt; and

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

                  SECTION 9.02. Merger; Consolidation; Disposition of Assets.
The Company will not merge or consolidate with any Person unless the Company
shall be the continuing or surviving corporation and both before and after
giving effect to such merger or consolidation no Default or Event of Default
shall exist. The Company will not and will not permit any Restricted Subsidiary
to sell, lease or transfer or otherwise dispose of (whether in one transaction
or a




<PAGE>   67


                                                                             60


series of transactions) any Cash Flow Producing Assets, other than sales of
inventory in the ordinary course of business and Capital Stock of Unrestricted
Subsidiaries to any Person and other than dispositions to the Company and its
Restricted Subsidiaries, unless both before and after giving effect to such
disposition no Default or Event of Default shall exist. The Company will not
and will not permit any Restricted Subsidiary to directly or indirectly acquire
(by purchase, merger or otherwise) any Property in any transaction or series of
transactions involving a purchase price in excess of $5,000,000, unless both
before and after giving effect to such acquisition no Default or Event of
Default shall exist.

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

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

                  SECTION 9.05. Transactions with Affiliates. The Company will
not, and will not permit any Restricted Subsidiary to, directly or indirectly
enter into any transaction or series of transactions, whether or not in the
ordinary course of business, with any Affiliate other




<PAGE>   68


                                                                             61

than (a) of the type specified in Section 9.06 that are not prohibited by such
Section 9.06, (b) transactions on terms and conditions substantially as
favorable to the Company or such Restricted Subsidiary as would be obtainable
by the Company or such Restricted Subsidiary at the time in comparable arm's
length transactions with Persons other than Affiliates, (c) transactions
involving the Company and its Restricted Subsidiaries exclusively and (d) any
executive or employee incentive or compensation plan, contract or other
arrangement (including any loans or extensions of credit in connection
therewith) if such plan, contract or arrangement is approved either by the
stockholders of the Company (in accordance with such voting requirements as may
be applicable) or by the Board of Directors of the Company at a meeting at
which a quorum of disinterested directors is present.

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

                  SECTION 9.07. Certain Transfers. The Company will not and
will not permit any Guarantor to, at any time, transfer (by means of issuance
and incurrence of Debt,




<PAGE>   69


                                                                             62


investment, purchase and sale, or otherwise) directly or indirectly (including
by means of the financing of an acquisition on behalf of a Restricted
Subsidiary that is not a Guarantor) any Property (including, without
limitation, cash) to any Restricted Subsidiary that is not a Guarantor at such
time.

                                   ARTICLE X

                               Events of Default

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

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




<PAGE>   70


                                                                             63


or prepay any such interest prior to the date due, or (b) within 10 days after
the due date thereof if no notice is actually received by the Company from the
Administrative Agent with respect to the amount of interest due; or

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

                  SECTION 10.03. Failure To Pay Other Debt. (a) The Company or
any Restricted Subsidiary does not pay when due any other Debt of the Company
or any Restricted Subsidiary, the outstanding amount of which exceeds,
singularly or in the aggregate, $10,000,000, in respect of which any applicable
grace period has expired; or (b) the Company or any Restricted Subsidiary shall
otherwise default under any other Debt of the Company or any Restricted
Subsidiary (or any other event shall have occurred that would cause, or give
the holders thereto the right to cause, such Debt to become due prior to the
maturity thereof), the outstanding amount of which exceeds, singularly or in
the aggregate, $10,000,000, in respect of which any applicable notice has been
given and either (i) such Debt has been declared or become due prior to any
maturity thereof or (ii) any Restricted Subsidiary is not a Guarantor; provided
that during the continuance of any applicable grace period with respect
thereto, such event shall constitute a Default (but not an Event of Default)
hereunder; or

                  SECTION 10.04. Misrepresentation or Breach of Warranty. (i)
Any representation or warranty made by the Company herein when made or deemed
made by the Company pursuant hereto shall be incorrect in any material respect
or (ii) any other information (other than projections and similar
forward-looking information) provided by the Company pursuant to this Agreement
after the date hereof,




<PAGE>   71


                                                                             64

shall, when made, include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in light of
the circumstances under which they are made, not materially misleading; or

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

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

                  SECTION 10.07. Undischarged Judgment. Final judgment for the
payment of money in excess of $10,000,000 shall be rendered against the Company
or any Restricted Subsidiary and the same shall remain undischarged for a
period of 30 days during which period execution shall not be effectively
stayed; or

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

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

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




<PAGE>   72


                                                                             65

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

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

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

                  SECTION 10.14. Guarantee. Five days after any Guarantee of
any Guarantor hereunder or under any Additional Guarantee Agreement shall for
any reason be held by a court of competent jurisdiction not to be, or shall be
asserted by the Company or any Guarantor not to be, valid in accordance with
the terms thereof or any Guarantor shall be in violation of the terms thereof,
unless (i) the Company shall have the right under this Agreement to designate
such Guarantor as an Unrestricted Subsidiary




<PAGE>   73


                                                                             66


without causing a Default or Event of Default to occur and (ii) within such
five-day period the Company shall have designated such Guarantor an
Unrestricted Subsidiary.

                                   ARTICLE XI

                      Modifications, Amendments or Waivers

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

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

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

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

                  (d) Waive, modify or amend the provisions of this Article XI,
         Section 14.07(a) or any other provision of this Agreement requiring
         the ratable distribution of payments among the Banks without the prior
         written consent of all the Banks; or

                  (e) Waive, modify or amend the provisions of Article XII
         without the prior written consent of the Administrative Agent and the
         Majority Banks; or

                  (f) Release the Guarantee of any Guarantor without the prior 
         written consent of all the Banks except for the release of such 
         Guarantee of any




<PAGE>   74


                                                                             67


         Restricted Subsidiary (i) that has become an Unrestricted Subsidiary
         in accordance with Section 8.11 or (ii) all of the Capital Stock of
         which has been sold in accordance with Section 9.02.

                  No failure or delay on the part of the Administrative Agent
or any Bank in exercising any right, power or remedy hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy or any abandonment or discontinuance of steps to enforce such a
power, right or remedy preclude any other or further exercise thereof or the
exercise of any other power, right or remedy hereunder. The remedies provided
for in this Agreement are cumulative and not exclusive of any remedies provided
by law or in equity. No modification or waiver of any provision of this
Agreement or consent to any departure by the Company or any Guarantor therefrom
shall in any event be effective unless the same shall be in writing, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No notice to or demand on the Company or any
Guarantor in any case shall entitle the Company or such Guarantor to any other
or further notice or demand in similar or other circumstances.

                                  ARTICLE XII

                            The Administrative Agent

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




<PAGE>   75


                                                                             68


liability or which is contrary to this Agreement or applicable law.

                  SECTION 12.02. Indemnification of Administrative Agent. The
Administrative Agent shall not be required to take any action hereunder or to
prosecute or defend any suit in respect of this Agreement, unless indemnified
to its reasonable satisfaction by the Banks against loss, cost, liability and
expense. If any indemnity furnished to the Administrative Agent shall become
impaired, it may call for additional indemnity and cease to do the acts
indemnified against until such additional indemnity is given. In addition, the
Banks agree to indemnify the Administrative Agent (to the extent not reimbursed
by the Company), ratably according to the respective principal amounts of the
Loans then held by each of them (or if no Loans are at the time outstanding,
ratably according to the respective amounts of their Commitments), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against the
Administrative Agent in any way relating to or arising out of this Agreement or
any action taken or omitted by the Administrative Agent under this Agreement,
provided that no Bank shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent's gross
negligence or wilful misconduct.

                  SECTION 12.03. Limitation of Liability. Neither the
Administrative Agent nor any of its directors, officers, employees, attorneys
or agents shall be liable for any action taken or omitted by it or them
hereunder, or in connection herewith, (i) with the consent or at the request of
the Majority Banks, or (ii) in the absence of its or their own gross negligence
or wilful misconduct. Without limitation of the generality of the foregoing
(but subject to the immediately preceding clause (ii)), the Administrative
Agent: (v) may consult with legal counsel (including Counsel for the Company),
independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such Counsel, accountants or experts; (w) makes
no warranty or




<PAGE>   76


                                                                             69

representation to any Bank and shall not be responsible to any Bank for any
statements, warranties or representations made in or in connection with this
Agreement; (x) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement, or to inspect the Property (including the books and records) of the
Company; (y) shall not be responsible to any Bank for the due execution,
legality, validity, enforceability and genuineness of this Agreement, or any
other instrument or document furnished pursuant hereto; and (z) shall incur no
liability under or in respect of the Agreement by acting upon any notice or
consent (whether oral or written and whether by telephone, telegram, cable or
facsimile), certificate or other instrument or writing (which may be by
telegram, cable or facsimile) believed by it to be genuine and communicated,
signed or sent by the proper Person or Persons.

                  SECTION 12.04. Independent Credit Decision. Each Bank agrees
that it has relied solely upon its independent review of the financial
statements of the Company and all other representations and warranties made by
the Company herein or otherwise in making the credit decisions preliminary to
entering into this Agreement and agrees that it will continue to rely solely
upon its independent review of the facts and circumstances of the Company in
making future decisions with respect to this Agreement and the Loans. Each Bank
agrees that it has not relied and will not rely upon the Administrative Agent
or any other Bank respecting the ability of the Company to perform its
obligations pursuant to this Agreement.

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




<PAGE>   77


                                                                             70

                  SECTION 12.06. Successor to the Administrative Agent. The
Administrative Agent may resign at any time as Administrative Agent under this
Agreement, by giving 30 days' prior written notice thereof to the Banks and the
Company and may be removed as Administrative Agent under this Agreement, at any
time with or without cause by the Company and the Majority Banks. Upon any such
resignation or removal, the Company (with the consent of the Majority Banks)
shall have the right to appoint a successor Administrative Agent thereunder. If
no successor Administrative Agent shall have been so appointed by the Company
(with the consent of the Majority Banks), and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent's giving of
notice of resignation or the Majority Banks' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Banks, appoint a successor Administrative Agent, which shall be a
commercial bank organized under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$100,000,000. Upon the acceptance of any appointment as Administrative Agent
under this Agreement by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Administrative Agent's
resignation or removal as Administrative Agent under this Agreement, the
provisions of this Article XII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Agreement.

                                  ARTICLE XIII

                                   Guarantee

                  In order to induce the Banks to extend credit hereunder, each
Guarantor hereby unconditionally guarantees (except to the extent, and only for
so long as, any such Guarantor is prohibited from doing so by the terms of any
Debt obligation existing as of January 31, 1997 and outstanding on the Closing
Date), jointly with the other Guarantors and severally, as a primary obligor
and not




<PAGE>   78


                                                                             71


merely as a surety, the Obligations. Each Guarantor further agrees that the
Obligations may be extended or renewed, in whole or in part, without notice to
or further assent from it, and that it will remain bound upon its Guarantee
hereunder notwithstanding any such extension or renewal of any Obligation.

                  Each Guarantor waives presentment to, demand of payment from
and protest to the Company of any of the Obligations, and also waives notice of
acceptance of its obligations and notice of protest for nonpayment. The
obligations of each Guarantor hereunder shall not be affected by (a) the
failure of any Bank or the Administrative Agent to assert any claim or demand
or to enforce any right or remedy against the Company under the provisions of
this Agreement or otherwise, (b) any rescission, waiver, amendment or
modification of any of the terms or provisions of this Agreement or any other
agreement, (c) the failure of any Bank to exercise any right or remedy against
the Company or (d) any release of any other Guarantor.

                  Each Guarantor further agrees that its agreement hereunder
constitutes a promise of payment when due and not merely of collection, and
waives any right to require that any resort be had by any Bank to any balance
of any deposit account or credit on the books of any Bank in favor of the
Company or any other Person.

                  The obligations of each Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason,
and shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever, by reason of the invalidity, illegality or
unenforceability of the Obligations, any impossibility in the performance of
the Obligations or otherwise. Without limiting the generality of the foregoing,
the obligations of each Guarantor hereunder shall not be discharged or impaired
or otherwise affected by the failure of the Administrative Agent or any Bank to
assert any claim or demand or to enforce any remedy under this Agreement or
under any other agreement, by any waiver or modification in respect of any
thereof, by any default, failure or delay, wilful or otherwise, in the
performance of the Obligations, or by any other act or omission which may or
might in any manner or to any extent vary the risk of such Guarantor or




<PAGE>   79


                                                                             72

otherwise operate as a discharge of such Guarantor as a matter of law or
equity.

                  Each Guarantor further agrees that its obligations hereunder
shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of principal of or interest on any
Obligation is rescinded or must otherwise be restored by the Administrative
Agent or any Bank upon the bankruptcy or reorganization of the Company or
otherwise.

                  In furtherance of the foregoing and not in limitation of any
other right which the Administrative Agent or any Bank may have at law or in
equity against any Guarantor by virtue hereof, upon the failure of the Company
to pay any Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, each
Guarantor hereby promises to and will, upon receipt of written demand by the
Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of
such unpaid Obligation.

                  Upon payment by any Guarantor of any Obligations, each Bank
shall, in a reasonable manner, assign the amount of the Obligations owed to it
and so paid to such Guarantor, such assignment to be pro tanto to the extent to
which the Obligations in question were discharged by such Guarantor, or make
such disposition thereof as such Guarantor shall direct (all without recourse
to and without any representation or warranty by any Bank).

                  Upon payment by any Guarantor of any sums as provided above,
all rights of such Guarantor against the Company or any other Guarantor arising
as a result thereof by way of right of subrogation or otherwise (including the
rights of such Guarantor under the previous and the next paragraphs) shall in
all respects be subordinated and junior in right of payment to the prior
indefeasible payment in full of all the Obligations to the Banks.

                  In addition to all such rights of indemnity and subrogation
as the Guarantors may have under applicable law, the Company agrees that in the
event a payment shall be made by any Guarantor under its Guarantee, the Company
shall indemnify such Guarantor for the full amount of such payment and such
Guarantor shall be subrogated to the




<PAGE>   80


                                                                             73


rights of the Person to whom such payment shall have been made to the extent of
such payment. Each Guarantor agrees that in the event a payment shall be made
by any Guarantor under its Guarantee, and such Guarantor (the "Claiming
Guarantor") shall not have been indemnified by the Company as provided in the
preceding sentence, each other Guarantor (a "Contributing Guarantor") shall
indemnify the Claiming Guarantor in an amount equal to the amount of such
payment multiplied by a fraction of which the numerator shall be the net worth
of the Contributing Guarantor on the date hereof (or any later date on which it
shall have become a Guarantor) and the denominator shall be the aggregate net
worth of all the Guarantors on the date hereof (or, as to any Guarantor, on any
later date on which it shall have become a Guarantor).

                                  ARTICLE XIV

                                 Miscellaneous

                  SECTION 14.01. Payment of Expenses. Any provision hereof to
the contrary notwithstanding, and whether or not the transactions contemplated
by this Agreement shall be consummated, the Company agrees to pay on demand (i)
all reasonable costs and expenses of the Administrative Agent and the Banks or
any Bank in connection with the preparation, execution and delivery of this
Agreement and all amendments hereto (including, without limitation, waivers
hereunder and workouts with respect to Loans hereunder) and the other
instruments and documents to be delivered hereunder or with respect to any
amendment hereto, including, without limitation, the reasonable fees and
out-of-pocket expenses of any counsel for the Administrative Agent and the
Banks or any Bank with respect thereto; provided, however, that so long as no
Default or Event of Default has occurred and is continuing, such reasonable
counsel expenses shall be limited to the reasonable expenses of one counsel for
the Administrative Agent, (ii) all reasonable increases in costs and expenses
of the Administrative Agent and the Banks or any Bank (including reasonable
counsel fees and expenses, including reasonable allocated costs of in-house
legal counsel to the Administrative Agent or any Bank), if any, in connection
with the administration of this Agreement after the occurrence of a Default or
Event of Default and so long as




<PAGE>   81


                                                                             74


the same is continuing and (iii) all reasonable costs and expenses of the
Administrative Agent and the Banks or any Bank (including reasonable counsel
fees and expenses, including reasonable allocated costs of in-house legal
counsel to the Administrative Agent or any Bank), if any, in connection with
the enforcement of this Agreement and the other instruments and documents to be
delivered hereunder. The obligations of the Company under this Section 14.01
shall survive the termination of this Agreement and the payment of the
obligations hereunder.

                  SECTION 14.02. Notices. The Administrative Agent or any Bank
giving consent or notice to the Company or any Guarantor provided for hereunder
(other than in connection with any Discretionary Loans) shall notify each Bank
and the Administrative Agent thereof. In the event that any Bank shall transfer
any Loan in accordance with Section 14.07(c), it shall immediately so advise
the Administrative Agent which shall be entitled to assume conclusively that no
transfer of any Loan has been made by any Bank unless and until the
Administrative Agent receives written notice to the contrary. Except as
otherwise specifically permitted by this Agreement with respect to oral Notices
of Borrowing or oral notices regarding the payment of interest under Section
10.01, notices and other communications provided for herein shall be in writing
(including telegraphic, facsimile or cable communication) and shall be
delivered, mailed, telegraphed, transmitted or cabled addressed to the
addresses set forth on Exhibit 14.02 attached hereto (or, as to the Company,
any Guarantor or the Administrative Agent, at such other address as shall be
designated by such party to the other parties in a written notice to the other
parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Company and the
Administrative Agent). All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement shall be deemed to
have been given upon receipt or if sent by registered or certified mail four
Business Days after being duly posted, in each case addressed to such party as
provided in this Section 14.02 or in accordance with the latest unrevoked
direction from such party, except for Notices of Borrowing and notices of
prepayments of Loans hereunder, which shall be deemed to have been given when
received by the Administrative Agent, and except for notices from the




<PAGE>   82


                                                                             75


Administrative Agent to the Company under Section 10.01 with respect to the
amount of accrued and unpaid interest due on the Loans, which shall be deemed
to have been given when received by the Company. The Administrative Agent and
the Banks may at any time waive any requirement for notice hereunder.

                  SECTION 14.03. Setoff. If one or more Events of Default as
defined herein shall occur, any Bank or commercial bank which is owed any
obligation hereunder (a "Depositary") shall have the right, in addition to all
other rights and remedies available to it, and is hereby authorized, to the
extent permitted by applicable law, at any time and from time to time, without
notice to the Company (any such notice being hereby expressly waived by the
Company), to setoff and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness (whether
or not then due and payable) at any time owing by the Depositary to or for the
credit or the account of the Company or any Guarantor, against any and all of
the Obligations of the Company or any Guarantor now or hereafter existing under
this Agreement irrespective of whether or not the Depositary shall have made
any demand for satisfaction of such Obligations and although such Obligations
may be unmatured. Each Depositary agrees to notify the Company and the
Administrative Agent promptly after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such
setoff and application. The rights of each Depositary under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of setoff which such Depositary may have hereunder or under any
applicable law). Each Depositary agrees that (i) if it shall exercise any such
right of banker's lien, setoff, counterclaim or similar right pursuant hereto,
it will apply the proceeds thereof to the payment of Loans outstanding
hereunder and (ii) if it shall through the exercise of a right of banker's
lien, setoff, counterclaim or otherwise obtain payment of a proportion of the
Loans held by it in excess of the proportion of the Loans of each of the other
Depositaries being paid simultaneously, it shall be deemed to have
simultaneously purchased from each other Depositary a participation in the
Loans owed to such other Depositaries so that the amount of unpaid Loans and
participations therein held by all Depositaries shall be




<PAGE>   83


                                                                             76


proportionate to the original principal amount of the Loans owed to them, and
in each case it shall promptly remit to each such Depositary the amount of the
participation thus deemed to have been purchased. The Company expressly
consents to the foregoing arrangements, and in furtherance thereof, agrees that
at such time as an Event of Default hereunder has occurred, the Administrative
Agent shall provide to each Bank a schedule setting forth the Commitment of
each Bank hereunder to permit each Bank to correctly determine the portion
which its Commitment hereunder bears to the aggregate of all Commitments
hereunder. If all or any portion of any such excess payment is thereafter
recovered from the Depositary which received the same, the purchase provided
for herein shall be deemed to have been rescinded to the extent of such
recovery, without interest.

                  SECTION 14.04. Indemnity and Judgments. The Company agrees to
indemnify the Administrative Agent and each of the Banks and each of their
respective directors, officers, employees, agents, attorneys, advisors,
Controlling Persons and Affiliates from and hold each harmless against any and
all losses, costs, liabilities, claims, damages and expenses incurred by any of
the foregoing Persons (collectively, the "Indemnified Liabilities"), including,
without limitation, reasonable attorneys' fees, settlement costs, court costs
and other legal expenses, arising out of or by reason of any participation in,
or any action or omission in connection with this Agreement (and, with respect
to TCB, Chase Securities Inc., NationsBank of Texas, N.A., NationsBanc Capital
Markets, Inc., Citibank, N.A. and Citicorp Securities, Inc. and their officers,
directors, employees and Affiliates, any action or omission in connection with
the Commitment Letter dated as of February 5, 1997 (the "Commitment Letter") by
and among the Company and such parties) or any Loan by a Bank hereunder or any
investigation, litigation or other proceedings brought or threatened relating
thereto, or to any use or proposed use to be made by the Company or any
Subsidiary of the Loans and to the extent that the Indemnified Liabilities
arise out of or by reason of claims made by Persons other than the
Administrative Agent or any Bank; provided that no such Person shall be
entitled to be indemnified and held harmless against any such Indemnified
Liabilities arising out of or by reason of the gross negligence or wilful




<PAGE>   84


                                                                             77


misconduct of such Person. The parties acknowledge that the indemnification
provisions set forth in the Commitment Letter shall be superseded by this
Section 14.04.

                  SECTION 14.05. Interest. Anything in this Agreement to the
contrary notwithstanding, the Company shall never be required to pay unearned
interest on any Loan and shall never be required to pay interest on any Loan at
a rate in excess of the Highest Lawful Rate, and if the effective rate of
interest which would otherwise be payable under this Agreement would exceed the
Highest Lawful Rate, or if any Bank shall receive any unearned interest or
shall receive monies that are deemed to constitute interest which would
increase the effective rate of interest payable under this Agreement to a rate
in excess of the Highest Lawful Rate, then (i) in lieu of the amount of
interest which would otherwise be payable under this Agreement, the Company
shall pay the Highest Lawful Rate, and (ii) any unearned interest paid by the
Company or any interest paid by the Company in excess of the Highest Lawful
Rate shall be credited on the principal of such Loan, and, thereafter, refunded
to the Company. It is further agreed that, without limitation of the foregoing,
all calculations of the rate of interest contracted for, charged or received by
any Bank under this Agreement that are made for the purpose of determining
whether such rate exceeds the Highest Lawful Rate applicable to such Bank (such
Highest Lawful Rate being such Bank's "Maximum Permissible Rate"), shall be
made, to the extent permitted by usury laws applicable to such Bank (now or
hereafter enacted), by amortizing, prorating and spreading in equal parts
during the period of the full stated term of the Loans all interest at any time
contracted for, charged or received by such Bank in connection therewith. If at
any time and from time to time (y) the amount of interest payable to any Bank
on any date shall be computed at such Bank's Maximum Permissible Rate pursuant
to this Section 14.05 and (z) in respect of any subsequent interest computation
period the amount of interest otherwise payable to such Bank would be less than
the amount of interest payable to such Bank computed at such Bank's Maximum
Permissible Rate, then the amount of interest payable to such Bank in respect
of such subsequent interest computation period shall continue to be computed at
such Bank's Maximum Permissible Rate until the total amount of interest payable
to such Bank shall equal the total amount




<PAGE>   85


                                                                             78


of interest which would have been payable to such Bank if the total amount of
interest had been computed without giving effect to this Section.

                  SECTION 14.06. Governing Law; Submission to Jurisdiction;
Venue. (a) THIS AGREEMENT AND OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH
SHALL BE DEEMED TO BE CONTRACTS AND AGREEMENTS EXECUTED BY THE COMPANY, THE
GUARANTORS, THE ADMINISTRATIVE AGENT AND THE BANKS UNDER THE LAWS OF THE STATE
OF NEW YORK AND OF THE UNITED STATES AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF SAID STATE AND OF THE UNITED
STATES. Without limitation of the foregoing, nothing in this Agreement shall be
deemed to constitute a waiver of any rights which any Bank may have under
applicable Federal law relating to the amount of interest which such Bank may
contract for, take, receive or charge in respect of any Loans, including any
right to take, receive, reserve and charge interest at the rate allowed by the
laws of the state where such Bank is located. To the extent that Texas law is
applicable to the determination of the Highest Lawful Rate or a Maximum
Permissible Rate, the provisions of Chapter 15 of Subtitle 3, Title 79, of the
Revised Civil Statutes of Texas, 1925, as amended, shall not apply to this
Agreement. Any legal action or proceeding with respect to this Agreement may be
brought in the courts of the State of New York sitting in New York City or of
the United States for the Southern District of New York, and by execution and
delivery of this Agreement, each of the Company and the Guarantors hereby
irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each
of the Company and the Guarantors further irrevocably consents to the service
of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to either the Company or the respective Guarantor at its
address for notices pursuant to Section 14.02, such service to become effective
15 days after such mailing. Nothing herein shall affect the right of the
Administrative Agent or any Bank to serve process in any other manner permitted
by law or to commence legal proceedings or otherwise proceed against the
Company or any Guarantor in any other jurisdiction.




<PAGE>   86


                                                                             79


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

                  SECTION 14.07. Survival of Representations and Warranties;
Binding Effect; Assignment. (a) All representations, warranties and covenants
contained herein or made in writing by the Company or any Guarantor in
connection herewith shall survive the execution and delivery of this Agreement,
and will bind and inure to the benefit of the respective successors and assigns
of the parties hereto, whether so expressed or not. This Agreement shall become
effective when it shall have been executed by the Company, the Guarantors, the
Administrative Agent and each of the Banks, and thereafter shall be binding
upon and inure to the benefit of the Company, the Guarantors, the
Administrative Agent and the Banks and their respective successors and assigns,
except that neither the Company nor any Guarantor shall have the right to
assign its rights or obligations hereunder or any interest herein without the
prior written consent of each Bank.

                  (b) Each Bank may grant participations to one or more other
banks or other Persons in or to all or any part of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment) pursuant to such participation agreements and certificates as are
customary in the banking industry; provided, however, that (i) such Bank's
obligations under this Agreement (including, without limitation its Commitment
to the Company hereunder) shall remain unchanged, (ii) such Bank shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Company, the Guarantors, the Administrative Agent and
the other Banks shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement,
including without limitation, such Bank's rights under Article XI hereof. In
connection with any such




<PAGE>   87


                                                                             80


participation, each Bank may deliver such financial information concerning the
Company and its Subsidiaries to permit such participant to make an informed and
independent credit decision concerning such participation; provided, however,
each such Bank shall obtain from each such participant an agreement to the
effect that all such information delivered to it in connection with such
participation shall be considered confidential and shall not be further
distributed or delivered to any other Person except any regulatory body having
jurisdiction over such participant or to any director, officer, employee,
Affiliate or representative (including accountants and attorneys acting for
such participants) or as may otherwise be required by legal process or
applicable law, rules and regulations. Upon request of the Company, each Bank
shall give prompt notice to the Company of each such participation to banks or
other Persons that are not Affiliates of such Bank identifying each such
participant and the interest acquired by each such participant. This Agreement
shall not be construed so as to confer any right or benefit upon any Person,
including, without limitation, any Person acquiring a participation in any
Loan, other than the parties to this Agreement, except that any Person
acquiring a participation shall be entitled to the benefits conferred upon the
Banks by Section 2.01(f)-(g) (provided that the cost to the Company is not in
excess of what such cost would have been had such participation not been
granted).

                  (c) Subject (except in the case of assignments to Affiliates
of the Banks) to the prior written consent of the Company (which consent shall
not be unreasonably withheld) and the Administrative Agent, each Bank may
assign to a bank or other Person a portion of its rights and obligations under
this Agreement (including, without limitation, a portion of its Commitment);
provided, however, that (i) each such assignment shall be of a constant, and
not a varying, percentage of all of the assigning Bank's rights and obligations
under this Agreement and shall be in an amount equal to or greater than
$5,000,000 of the assigning Bank's Commitment (except in the case of
assignments to Affiliates of any Bank or unless otherwise agreed by the
Company) and (ii) the parties to each such assignment shall execute and deliver
to the Administrative Agent, for its acceptance and recording in the Register,
an Assignment and Acceptance in




<PAGE>   88


                                                                             81


substantially the form of Exhibit 14.07(c) attached hereto (the "Assignment and
Acceptance"), together with a processing and recordation fee of $3,500;
provided, however, that such recordation fee shall not be payable if such
transfer is made pursuant to Sections 2.01(e) or (g)(vi). Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance, which effective date shall be the date on
which such Assignment and Acceptance is accepted by the Administrative Agent,
(x) the assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Bank under this
Agreement and (y) the Bank assignor thereunder shall, to the extent that rights
and obligations hereunder have been assigned by it pursuant to such Assignment
and Acceptance, relinquish its rights and be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Bank's rights and obligations
under this Agreement, such Bank shall cease to be a party hereto).

                  (d) By executing and delivering an Assignment and Acceptance,
the Bank assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Bank makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of any other instrument or document furnished pursuant
thereto, (ii) such assigning Bank makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Company or the performance or observance by the Company of any of its
respective obligations under this Agreement, (iii) such assignee confirms that
it has received a copy of this Agreement, together with copies of the financial
statements referred to in Sections 6.02 and 8.02 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance, (iv) such assignee will,
independently and without reliance upon the Administrative Agent, such




<PAGE>   89


                                                                             82



assigning Bank or any other Bank and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement, (v) such
assignee appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto, and (vi) such assignee agrees that
it will perform in accordance with its terms all of the obligations which by
the terms of this Agreement are required to be performed by it as a Bank.

                  (e) The Administrative Agent shall maintain at its address
referred to in Section 14.02 a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Banks and the Commitment of, and principal amount of the Loans
owing to, each Bank from time to time (the "Register"). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error, and the Company, the Guarantors, the Administrative Agent and the Banks
may treat each Person whose name is recorded in the Register as a Bank
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Company or any Bank at any reasonable time and from time
to time upon reasonable prior notice.

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

                  (g) Notwithstanding any other provision in this Agreement,
any Bank may at any time, without the consent of the Company, assign all or any
portion of its rights under this Agreement (including, without limitation, the
Loans) in favor of any Federal Reserve Bank in accordance with Regulation A of
the Board of Governors of the Federal Reserve System; provided that no such
assignment shall




<PAGE>   90


                                                                             83



release a Bank from any of its obligations hereunder or substitute any such
Federal Reserve Bank for such Bank as a party hereto. In order to facilitate
such an assignment to a Federal Reserve Bank, the Company shall, at the request
of the assigning Bank, duly execute and deliver to the assigning Bank a
promissory note or notes evidencing the Loans made to the Company by the
assigning Bank hereunder.

                  SECTION 14.08. Counterparts. This Agreement may be executed
in several counterparts, and by the parties hereto on separate counterparts.
When counterparts executed by all the parties shall have been delivered to the
Administrative Agent, this Agreement shall become effective, and at such time
the Administrative Agent shall notify the Company and each Bank. Each
counterpart, when so executed and delivered, shall constitute an original
instrument, and all such separate counterparts shall constitute but one and the
same instrument.

                  SECTION 14.09. Severability. Should any clause, sentence,
paragraph or section of this Agreement be judicially declared to be invalid,
unenforceable or void, such decision will not have the effect of invalidating
or voiding the remainder of this Agreement, and the parties hereto agree that
the part or parts of this Agreement so held to be invalid, unenforceable or
void will be deemed to have been stricken herefrom and the remainder will have
the same force and effectiveness as if such part or parts had never been
included herein.

                  SECTION 14.10. Descriptive Headings. The section headings in
this Agreement have been inserted for convenience only and shall be given no
substantive meaning or significance whatever in construing the terms and
provisions of this Agreement.

                  SECTION 14.11. Representation of the Banks. Each Bank hereby
represents and warrants that it is not relying upon any Margin Stock as
collateral in extending or maintaining the credit to the Company represented by
this Agreement.

                  SECTION 14.12. Final Agreement of the Parties. This Agreement
(including the Exhibits hereto) represents the final agreement between the
parties and may not be contradicted by evidence of prior, contemporaneous or




<PAGE>   91


                                                                             84


subsequent oral agreements of the parties. There are no oral agreements between
the parties.

                  SECTION 14.13. Waiver of Jury Trial. THE COMPANY AND EACH
GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LEGAL ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT AND FOR ANY COUNTERCLAIM
THEREIN.

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

                               COX RADIO, INC.,

                                   by

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




<PAGE>   92


                                                                             85


                               WHIO, INC., as Guarantor,
  
                                    by
                                         /s/ Andrew A. Merdek
                                         --------------------------------------
                                         Name:  Andrew A. Merdek
                                         Title: Secretary




<PAGE>   93


                                                                             86


                                WSB, INC., as Guarantor,

                                   by
                                        /s/ Andrew A. Merdek
                                        ---------------------------------------
                                        Name:  Andrew A. Merdek
                                        Title: Secretary




<PAGE>   94


                                                                             87

                                COX KENTUCKY, INC., as
                                Guarantor,

                                     by
                                        /s/ Andrew A. Merdek
                                        ---------------------------------------
                                        Name:  Andrew A. Merdek
                                        Title: Secretary




<PAGE>   95


                                                                             88

                              COX LOUISVILLE, L.L.C., as
                              Guarantor,

                                   by
                                        /s/ Andrew A. Merdek
                                        ---------------------------------------
                                        Name:  Andrew A. Merdek
                                        Title: Secretary




<PAGE>   96


                                                                             89


                              TEXAS COMMERCE BANK NATIONAL
                              ASSOCIATION, individually and
                              as Administrative Agent,

                                   by
                                        /s/ Kevin Kelty
                                        ---------------------------------------
                                        Name:  Kevin Kelty
                                        Title: Senior Vice President




<PAGE>   97


                                                                             90


                              NATIONSBANK OF TEXAS, N.A.,
                              individually and as
                              Syndications Agent,

                                   by
                                        /s/ Daniel J. Rabbitt
                                        ---------------------------------------
                                        Name:  Daniel J. Rabbitt
                                        Title: Vice President




<PAGE>   98


                                                                             91


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

                                   by
                                        /s/ Mary E. Thomas
                                        ---------------------------------------
                                        Name:  Mary E. Thomas
                                        Title: Attorney-In-Fact




<PAGE>   99


                                                                             92


                              BANK OF AMERICA NATIONAL TRUST
                              AND SAVINGS ASSOCIATION,

                                   by
                                        /s/ Russell D. Solomon
                                        ---------------------------------------
                                        Name:  Russell D. Solomon
                                        Title: Vice President




<PAGE>   100


                                                                             93

                              CIBC INC.,

                                   by
                                        /s/ Cynthia McCahill
                                        --------------------------------------
                                        Name:  Cynthia McCahill
                                        Title: Director




<PAGE>   101


                                                                             94


                              THE DAI-ICHI KANGYO BANK,
                              LIMITED ATLANTA AGENCY,

                                   by
                                        /s/ Toshiaki Kurihara
                                        --------------------------------------
                                        Name:  Toshiaki Kurihara
                                        Title: Joint General Manager




<PAGE>   102


                                                                             95


                              FIRST UNION NATIONAL BANK OF  
                              NORTH CAROLINA,

                                   by
                                        /s/ Bruce W. Loftin
                                        ---------------------------------------
                                        Name:  Bruce W. Loftin
                                        Title: Senior Vice President




<PAGE>   103


                                                                             96

                              MORGAN GUARANTY TRUST COMPANY
                              OF NEW YORK,

                                   by
                                        /s/ Kathryn Sayko-Yanes
                                        --------------------------------------
                                        Name:  Kathryn Sayko-Yanes
                                        Title: Vice President




<PAGE>   104


                                                                             97


                              SUNTRUST BANK,
                              ATLANTA,

                                   by
                                        /s/ Willem-Jan O. Hattink
                                        ---------------------------------------
                                        Name:  Willem-Jan O. Hattink
                                        Title: Group Vice President

                                   by
                                        /s/ Jenna M. Hale
                                        ---------------------------------------
                                        Name:   Jenna M. Hale
                                        Title:  Assistant Vice
                                                President




<PAGE>   105


                                                                             98


                              WACHOVIA BANK OF GEORGIA,
                              N.A.,

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