EXHIBIT 10.1

                                CREDIT AGREEMENT

     THIS CREDIT AGREEMENT, dated as of the 28th day of January, 1998 (this
"Agreement"), is made among THE ACKERLEY GROUP, INC., a Delaware corporation
with its principal offices in Seattle, Washington (the "Borrower"), the banks
and financial institutions listed on the signature pages hereto or that become
parties hereto after the date hereof (collectively, the "Lenders"), FIRST UNION
NATIONAL BANK ("First Union"), as Administrative Agent for the Lenders (in such
capacity, the "Administrative Agent"), FLEET BANK, N.A., as documentation agent
("Documentation Agent"), UNION BANK OF CALIFORNIA, N.A., as co-agent and KEYBANK
NATIONAL ASSOCIATION, as co-agent.

                                    RECITALS

     A. The Borrower has requested that the Lenders make available to the
Borrower a standby term loan facility in the aggregate principal amount of
$120,000,000 and a revolving credit facility in the aggregate principal amount
of $145,000,000 (the amount of which revolving credit facility may be increased
to $180,000,000 under certain circumstances as provided herein).

     B. The Borrower's obligations under the senior credit facility refinanced
hereby and its Senior Notes (as defined herein) are secured on a joint basis
pursuant to the Shared Collateral Pledge Agreement (as defined herein). The
terms of the Shared Collateral Pledge Agreement require that, until the Senior
Notes are repaid or redeemed in full, amounts loaned hereunder in excess of
$77,500,000 may not be secured by the collateral that is subject to the Shared
Collateral Pledge Agreement. Accordingly, borrowings hereunder will be limited
to $77,500,000 (the Tranche A Revolving Loans) until the Senior Notes are repaid
or redeemed in full and a new pledge agreement in favor of the Lenders is
executed and delivered by the Borrower. The amount of the aggregate Revolving
Credit Commitments in excess of $77,500,000 constitutes the Tranche B Revolving
Credit Commitments.

     C. As of the date hereof, the Borrower owns limited partnership interests
in New Century Seattle Partners, L.P. ("New Century"). The parties acknowledge,
however, that New Century is not currently a Subsidiary of the Borrower and may
not become a Subsidiary of the Borrower without, among other things, the consent
of the FCC.

     D. The Borrower will use the proceeds of these facilities to refinance
certain existing indebtedness, to pay or reimburse certain fees and expenses in
connection herewith and therewith, to finance capital expenditures, to fund
certain acquisitions as permitted hereunder, and for working capital and general
corporate purposes, all as more fully described herein.



<PAGE>

     E. The Lenders are willing to make available to the Borrower the credit
facilities described herein subject to and on the terms and conditions set forth
in this Agreement.


                                    AGREEMENT

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


                                    ARTICLE I

                                   DEFINITIONS

           1.1. Defined Terms. For purposes of this Agreement, in addition to
the terms defined elsewhere herein, the following terms shall have the meanings
set forth below (such meanings to be equally applicable to the singular and
plural forms thereof):

     "Account Designation Letter" shall mean a letter from the Borrower to the
Administrative Agent, duly completed and signed by an Authorized Officer and in
form and substance satisfactory to the Administrative Agent, listing any one or
more accounts to which the Borrower may from time to time request the
Administrative Agent to forward the proceeds of any Loans made hereunder.

     "Acquisition" shall mean any transaction or series of related transactions,
consummated on or after the date hereof, by which the Borrower directly, or
indirectly through one or more Subsidiaries, (i) acquires any going business, or
all or substantially all of the assets, of any Person, whether through purchase
of assets, merger or otherwise, or (ii) acquires securities or other ownership
interests of any Person having at least a majority of combined voting power of
the then outstanding securities or other ownership interests of such Person. For
purposes of this Agreement, any LMA (except for LMA's undertaken pursuant to the
Monterey LMA Agreement and the Utica LMA Agreement) shall be considered to be an
Acquisition.

     "Acquisition Amount" shall mean, with respect to any Acquisition, the sum
(without duplication) of (i) the amount of cash paid by the Borrower and its
Subsidiaries in connection with such Acquisition, (ii) the Fair Market Value of
all Capital Stock of the Borrower issued or given in connection with such
Acquisition, (iii) the amount (determined by using the face amount or the amount
payable at maturity, whichever is greater) of all Indebtedness incurred, assumed
or acquired by the Borrower and its Subsidiaries in connection with such
Acquisition, (iv) all additional purchase price amounts in connection with such
Acquisition in the form of earnouts and other contingent obligations that should
be recorded as a liability on the balance sheet of the Borrower and its
Subsidiaries or expensed, in either event in accordance with GAAP, Regulation
S-X under the Securities Act of 1933, as amended, or any other rule or
regulation of the Securities and Exchange Commission, (v) all amounts paid in
respect of covenants not to compete, consulting agreements and other affiliated
contracts in connection with such



<PAGE>

Acquisition, (vi) the amount of all transaction fees and expenses (including,
without limitation, legal, accounting and finders' fees and expenses) incurred
by the Borrower and its Subsidiaries in connection with such Acquisition and
(vii) the aggregate fair market value of all other consideration given by the
Borrower and its Subsidiaries in connection with such Acquisition. To the extent
that consideration paid in connection with an Acquisition has been applied to
the Acquisition Amount in connection with an LMA, such consideration will not be
recounted in the calculation of the Acquisition Amount upon the consummation of
the acquisition ultimately being undertaken in connection with such LMA.

     "Adjusted Base Rate" shall mean, at any time with respect to any Base Rate
Loan, a rate per annum equal to the Base Rate as in effect at such time plus the
Applicable Margin Percentage for Base Rate Loans as in effect at such time.

     "Adjusted LIBOR Rate" shall mean, at any time with respect to any LIBOR
Loan, a rate per annum equal to the LIBOR Rate as in effect at such time plus
the Applicable Margin Percentage for LIBOR Loans as in effect at such time.

     "Affiliate" shall mean, as to any Person, each other Person that directly,
or indirectly through one or more intermediaries, owns or controls, is
controlled by or under common control with, such Person or is a director or
officer of such Person. For purposes of this definition, with respect to any
Person "control" shall mean (i) the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise, or
(ii) the beneficial ownership of securities or other ownership interests of such
Person having 10% or more of the combined voting power of the then outstanding
securities or other ownership interests of such Person ordinarily (and apart
from rights accruing under special circumstances) having the right to vote in
the election of directors or other governing body of such Person.

     "Administrative Agent" shall mean First Union, in its capacity as
Administrative Agent appointed under Article X, and its successors and permitted
assigns in such capacity.

     "Agreement" shall mean this Credit Agreement, as amended, modified or
supplemented from time to time.

     "Applicable Margin Percentage" shall mean, at any time from and after the
Closing Date, the applicable percentage (a) to be added to the Base Rate
pursuant to Section 2.8 for purposes of determining the Adjusted Base Rate, (b)
to be added to the LIBOR Rate pursuant to Section 2.8 for purposes of
determining the Adjusted LIBOR Rate, and (c) to be used in calculating the
commitment fee payable pursuant to Section 2.9(b), in each case as determined
under the following matrix with reference to the Leverage Ratio:



<PAGE>

<TABLE>
<CAPTION>
                                          Applicable Margin Percentage    Applicable Margin     Applicable Margin
                                                       for                  Percentage for        Percentage for
               Leverage Ratio                    Base Rate Loans             LIBOR Loans          Commitment Fee
               --------------                    ---------------             -----------          --------------

<S>                                                  <C>                        <C>                   <C>
Greater than or equal to 4.5 to 1.0                  0.625%                     1.625%                0.375%

Greater than or equal to 4.0 to 1.0
  but less than 4.5 to 1.0                           0.375%                     1.375%                0.375%

Greater than or equal to 3.5 to 1.0
  but less than 4.0 to 1.0                           0.125%                     1.125%                0.250%

Greater than or equal to 3.0 to 1.0
  but less than 3.5 to 1.0                           0.000%                     0.875%                0.250%

Less than 3.0 to 1.0                                 0.000%                     0.625%                0.250%
</TABLE>

On each Adjustment Date (as hereinafter defined), the Applicable Margin
Percentage for all Loans and the commitment fee payable pursuant to Section
2.9(b) shall be adjusted effective as of such date (based upon the calculation
of the Leverage Ratio as of the last day of the fiscal period to which such
Adjustment Date relates) in accordance with the above matrix; provided, however,
that, notwithstanding the foregoing or anything else herein to the contrary, if
at any time the Borrower shall have failed to deliver the financial statements
and a Compliance Certificate as required by Section 6.1(a) or Section 6.1(b), as
the case may be, and Section 6.2(a), or if at any time a Default or Event of
Default shall have occurred and be continuing, then at the election of the
Required Lenders, at all times from and including the date on which such
statements and Compliance Certificate are required to have been delivered (or
the date of occurrence of such Default or Event of Default, as the case may be)
to the date on which the same shall have been delivered (or such Default or
Event of Default cured or waived, as the case may be), each Applicable Margin
Percentage shall be determined in accordance with the above matrix as if the
Leverage Ratio were greater than or equal to 4.5: 1.0 (notwithstanding the
actual Leverage Ratio). For purposes of this definition, "Adjustment Date" shall
mean, with respect to any fiscal quarter of the Borrower beginning with the
fiscal quarter ending December 31, 1997, the fifth (5th) day (or, if such day is
not a Business Day, on the next succeeding Business Day) after delivery by the
Borrower in accordance with Section 6.1(a) or Section 6.1(b), as the case may
be, of (i) financial statements for the most recently completed applicable
fiscal period and (ii) a duly completed Compliance Certificate with respect to
such fiscal period.

     "Asset Disposition" shall mean any sale, assignment, transfer or other
disposition by the Borrower or any of its Subsidiaries to any other Person
(other than to the Borrower or to a Wholly Owned Subsidiary), whether in one
transaction or in a series of related transactions, of any of its assets,
business units or other properties (including any interests in property, whether
tangible or intangible, and including Capital Stock of Subsidiaries), excluding
(i) sales and licenses of inventory and other assets in the ordinary course of
business, and (ii) the sale or



<PAGE>

exchange of used or obsolete equipment to the extent the proceeds of such sale
are applied towards, or such equipment is exchanged for, similar replacement
equipment.

     "Assignee" shall have the meaning given to such term in Section 11.7(a).

     "Assignment and Acceptance" shall mean an Assignment and Acceptance entered
into between a Lender and an Assignee and accepted by the Administrative Agent
and the Borrower, in substantially the form of Exhibit D.

     "Authorized Officer" shall mean, with respect to any action specified
herein, any officer of the Borrower duly authorized by resolution of the board
of directors of the Borrower to take such action on its behalf, and whose
signature and incumbency shall have been certified to the Administrative Agent
by the secretary or an assistant secretary of the Borrower.

     "Bankruptcy Code" shall mean 11 U.S.C. ss.ss. 101 et seq., as amended from
time to time, and any successor statute.

     "Base Rate" shall mean the higher of (i) the per annum interest rate
publicly announced from time to time by First Union in Charlotte, North
Carolina, to be its prime rate (which may not necessarily be its best lending
rate), as adjusted to conform to changes as of the opening of business on the
date of any such change in such prime rate, and (ii) the Federal Funds Rate plus
0.5% per annum, as adjusted to conform to changes as of the opening of business
on the date of any such change in the Federal Funds Rate.

     "Base Rate Loan" shall mean, at any time, any Loan that bears interest at
such time at the Adjusted Base Rate.

     "Binghamton LMA Agreement" shall mean the Time Brokerage Agreement dated
July 28, 1997 by and among U.S. Broadcast Group. L.L.C., U.S. Broadcast Group
Licensee, L.P.I. and Central N.Y. News, Inc., as amended, restated, supplemented
or otherwise modified from time to time .

     "Borrower Margin Stock" shall mean shares of capital stock of the Borrower
that are held by the Borrower or any of its Subsidiaries and that constitute
Margin Stock.

     "Borrowing" shall mean the incurrence by the Borrower (including as a
result of conversions and continuations of outstanding Loans pursuant to Section
2.11) on a single date of a group of Loans of a single Class and Type and, in
the case of LIBOR Loans, as to which a single Interest Period is in effect.

     "Borrowing Date" shall mean, with respect to any Borrowing, the date upon
which such Borrowing is made.

     "Business Day" shall mean (i) any day other than a Saturday or Sunday, a
legal holiday or a day on which commercial banks in Charlotte, North Carolina or
New York, New York are



<PAGE>

required by law to be closed and (ii) in respect of any determination relevant
to a LIBOR Loan, any such day that is also a day on which tradings are conducted
in the London interbank Eurodollar market.

     "Capital Expenditures" shall mean, for any period, the aggregate amount
(whether paid in cash or accrued as a liability) that would, in accordance with
GAAP, be included on the consolidated statement of cash flows of the Borrower
and its Subsidiaries for such period as additions to equipment, fixed assets,
real property or improvements or other capital assets (including, without
limitation, capital lease obligations); provided, however, that Capital
Expenditures shall not include any such expenditures (i) for replacements and
substitutions for capital assets, to the extent made with the proceeds of
insurance, or (ii) made in connection with Permitted Acquisitions.

     "Capital Lease" shall mean, with respect to the Borrower or any Subsidiary,
any lease of any property by the Borrower or such Subsidiary as lessee that, in
accordance with GAAP, is required to be classified and accounted for as a
capital lease on the consolidated balance sheet of the Borrower and its
Subsidiaries.

     "Capital Lease Obligation" shall mean, with respect to any Capital Lease,
the amount of the obligation of the Borrower or any Subsidiary as lessee
thereunder that, in accordance with GAAP, is required to be included on the
consolidated balance sheet of the Borrower and its Subsidiaries as a liability
in respect of such Capital Lease.

     "Capital Stock" shall mean (i) with respect to any Person that is a
corporation, any and all shares, interests or equivalents in capital stock
(whether voting or nonvoting, and whether common or preferred) of such
corporation, and (ii) with respect to any Person that is not a corporation, any
and all partnership, membership, limited liability company or other equity
interests of such Person; and in each case, any and all warrants, rights or
options to purchase any of the foregoing.

     "Cash Collateral Account" shall have the meaning given to such term in
Section 3.8.

     "Cash Equivalents" shall mean (i) securities issued or unconditionally
guaranteed by the United States of America or any agency or instrumentality
thereof, backed by the full faith and credit of the United States of America and
maturing within 90 days from the date of acquisition, (ii) commercial paper
issued by any Person organized under the laws of the United States of America,
maturing within 90 days from the date of acquisition and, at the time of
acquisition, having a rating of at least A-1 or the equivalent thereof by
Standard & Poor's Ratings Services or at least P-1 or the equivalent thereof by
Moody's Investors Service, Inc., (iii) time deposits and certificates of deposit
maturing within 90 days from the date of issuance and issued by a bank or trust
company organized under the laws of the United States of America or any state
thereof that has combined capital and surplus of at least $500,000,000 and that
has (or is a subsidiary of a bank holding company that has) a long-term
unsecured debt rating of at least A or the equivalent thereof by Standard &
Poor's Ratings Services or at least A2 or the equivalent thereof by Moody's
Investors Service, Inc., (iv) repurchase obligations with a term not exceeding
seven (7)



<PAGE>

days with respect to underlying securities of the types described in clause (i)
above entered into with any bank or trust company meeting the qualifications
specified in clause (iii) above, and (v) money market funds at least 95% of the
assets of which are continuously invested in securities of the type described in
clause (i) above.

     "Casualty Event" shall mean, with respect to any property (including any
interest in property) of the Borrower or any of its Subsidiaries, any loss of,
damage to, or condemnation or other taking of, such property for which the
Borrower or such Subsidiary receives insurance proceeds, proceeds of a
condemnation award or other compensation.

     "Class" shall have the meaning given to such term in Section 2.2(a).

     "Closing Date" shall mean the date upon which the initial extensions of
credit are made pursuant to this Agreement.

     "Collateral" shall mean all the assets, property and interests in property
that shall from time to time be pledged or be purported to be pledged as direct
or indirect security for the Obligations pursuant to any one or more of the
Security Documents.

     "Commitment" shall mean, with respect to any Lender, such Lender's Term
Loan Commitment and Revolving Credit Commitment.

     "Communications Act" shall mean the Communications Act of 1934, as amended.

     "Compliance Certificate" shall mean a fully completed and duly executed
certificate in the form of Exhibit C, together with a Covenant Compliance
Worksheet.

     "Consolidated Annual Operating Cash Flow" shall mean, for any period, net
revenues minus operating expenses (including programming obligation payments and
excluding amortization, depreciation, Consolidated Interest Expense,
extraordinary items, non-cash stock option expense and Special Litigation
Damages (such damages exclusion not to exceed $8,100,000 during the term
hereof)), plus any other cash income and minus any other cash expenses as
reflected on the Borrower's Form 10-K and 10-Q financial statements (it being
understood that no such items will be reclassified for purposes of this
definition without Required Lender approval).

     "Consolidated Fixed Charges" shall mean, for any period, the aggregate
(without duplication) of the following, all determined on a consolidated basis
for the Borrower and its Subsidiaries in accordance with GAAP for such period:
(a) Consolidated Interest Expense for such period, (b) aggregate cash expense
for federal, state, local and other income taxes for such period, (c) Capital
Expenditures for such period, (d) the aggregate (without duplication) of all
scheduled payments of principal on Consolidated Funded Debt required to have
been made by the Borrower and its Subsidiaries during such period (whether or
not such payments are actually made), including, without limitation, the
aggregate principal amount of the Term Loans due during such period under
Section 2.6(a) (as such amounts may have been previously adjusted in



<PAGE>

accordance with the terms of this Agreement as a result of prior prepayments on
the Term Loans, including adjustments made pursuant to Section 2.6(i) or Section
2.7(b)) and excluding prepayments in respect of the Senior Notes in connection
with the transactions anticipated to be consummated on the Note Redemption
Closing Date and (e) the amount of any payments made under any Permitted LMA
Agreements attributable to principal being paid by the other parties to such LMA
Agreements pursuant to their respective senior credit facilities.
Notwithstanding the foregoing, Consolidated Fixed Charges shall not include
amounts of any Capital Expenditures or Capital Lease Obligations in respect of
any Permitted Corporate Jet Acquisition.

     "Consolidated Funded Debt" shall mean Funded Debt of the Borrower and its
Subsidiaries on a consolidated basis as determined in accordance with GAAP.

     "Consolidated Interest Expense" shall mean, for any period, the sum
(without duplication) of (i) total interest expense (including the amount of any
fees pursuant to (A) Sections 2.9(c) and 2.9(d), (B) paragraph (i) of the Fee
Letter and (c) the Supplementary Fee Letters) of the Borrower and its
Subsidiaries for such period in respect of Consolidated Funded Debt of the
Borrower and its Subsidiaries (including, without limitation, all such interest
expense accrued or capitalized during such period, whether or not actually paid
during such period), determined on a consolidated basis in accordance with GAAP,
(ii) all net amounts payable under or in respect of Hedge Agreements, to the
extent paid or accrued by the Borrower and its Subsidiaries during such period
and (iii) amounts paid during such period under any Permitted LMA Agreements to
the extent such amounts are attributable to interest being paid by the other
parties to such LMA Agreements pursuant to their respective senior credit
facilities.

     "Consolidated Net Income" shall mean, for any period, net income (or loss)
for the Borrower and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.

     "Contingent Obligation" shall mean, with respect to any Person, any direct
or indirect liability of such Person with respect to any Indebtedness, liability
or other obligation (the "primary obligation") of another Person (the "primary
obligor"), whether or not contingent, (a) to purchase, repurchase or otherwise
acquire such primary obligation or any property constituting direct or indirect
security therefor, (b) to advance or provide funds (i) for the payment or
discharge of any such primary obligation or (ii) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency or any balance sheet item, level of income or financial condition of
the primary obligor, (c) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor in respect thereof to make payment of such
primary obligation or (d) otherwise to assure or hold harmless the owner of any
such primary obligation against loss or failure or inability to perform in
respect thereof; provided, however, that, with respect to the Borrower and its
Subsidiaries, the term Contingent Obligation shall not include endorsements for
collection or deposit in the ordinary course of business.

     "Covenant Compliance Worksheet" shall mean a fully completed worksheet in
the form of Attachment A to Exhibit C.



<PAGE>

     "Credit Documents" shall mean this Agreement, the Notes, the Letters of
Credit, the Fee Letter, the Supplementary Fee Letters, the Pledge Agreement, any
other Security Documents, any Hedge Agreement to which the Borrower and any
Lender (or such Lender's Affiliate) are parties and that is permitted or
required to be entered into by the Borrower hereunder, and all other agreements,
instruments, documents and certificates now or hereafter executed and delivered
to the Administrative Agent or any Lender by or on behalf of the Borrower or any
of its Subsidiaries with respect to this Agreement and the transactions
contemplated hereby, in each case as amended, modified, supplemented or restated
from time to time.

     "Debt Issuance" shall mean the issuance or sale by the Borrower or any of
its Subsidiaries of any debt securities, whether in a public offering of such
securities or otherwise.

     "Default" shall mean any event or condition that, with the passage of time
or giving of notice, or both, would constitute an Event of Default.

     "Disqualified Capital Stock" means, with respect to any Person, any Capital
Stock of such Person that, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable), or upon the happening
of any event or otherwise, (i) matures or is mandatorily redeemable or subject
to any mandatory repurchase requirement, pursuant to a sinking fund obligation
or otherwise, (ii) is redeemable or subject to any mandatory repurchase
requirement at the sole option of the holder thereof, or (iii) is convertible
into or exchangeable for (whether at the option of the issuer or the holder
thereof) (a) debt securities or (b) any Capital Stock referred to in (i) or (ii)
above, in each case under (i), (ii) or (iii) above at any time on or prior to
the Term Loan Maturity Date; provided, however, that only the portion of Capital
Stock that so matures or is mandatorily redeemable, is so redeemable at the
option of the holder thereof, or is so convertible or exchangeable on or prior
to such date shall be deemed to be Disqualified Capital Stock.

     "Documentation Agent" shall mean Fleet Bank, N.A. and its successors and
assigns.

     "Dollars" or "$" shall mean dollars of the United States of America.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute, and all rules and
regulations from time to time promulgated thereunder.

     "ERISA Affiliate" shall mean any Person (including any trade or business,
whether or not incorporated) that would be deemed to be under "common control"
with, or a member of the same "controlled group" as, the Borrower or any of its
Subsidiaries, within the meaning of Sections 414(b), (c), (m) or (o) of the
Internal Revenue Code or Section 4001 of ERISA.

     "ERISA Event" shall mean any of the following with respect to a Plan or
Multiemployer Plan, as applicable: (i) a Reportable Event with respect to a Plan
or a Multiemployer Plan, (ii) a complete or partial withdrawal by the Borrower
or any ERISA Affiliate from a Multiemployer



<PAGE>

Plan that results in liability under Section 4201 or 4204 of ERISA, or the
receipt by the Borrower or any ERISA Affiliate of notice from a Multiemployer
Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245
of ERISA or that it intends to terminate or has terminated under Section 4041A
of ERISA, (iii) the distribution by the Borrower or any ERISA Affiliate under
Section 4041 or 4041A of ERISA of a notice of intent to terminate any Plan or
the taking of any action to terminate any Plan, (iv) the commencement of
proceedings by the PBGC under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Plan, or the receipt by the
Borrower or any ERISA Affiliate of a notice from any Multiemployer Plan that
such action has been taken by the PBGC with respect to such Multiemployer Plan,
(v) the institution of a proceeding by any fiduciary of any Multiemployer Plan
against the Borrower or any ERISA Affiliate to enforce Section 515 of ERISA,
which is not dismissed within thirty (30) days, (vi) the imposition upon the
Borrower or any ERISA Affiliate of any liability under Title IV of ERISA, other
than for PBGC premiums due but not delinquent under Section 4007 of ERISA, or
the imposition or threatened imposition of any Lien upon any assets of the
Borrower or any ERISA Affiliate as a result of any alleged failure to comply
with the Internal Revenue Code or ERISA in respect of any Plan, (vii) the
engaging in or otherwise becoming liable for a nonexempt Prohibited Transaction
by the Borrower or any ERISA Affiliate, (viii) a violation of the applicable
requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under
Section 401(a) of the Internal Revenue Code by any fiduciary of any Plan for
which the Borrower or any of its ERISA Affiliates may be directly or indirectly
liable or (ix) the adoption of an amendment to any Plan that, pursuant to
Section 401(a)(29) of the Internal Revenue Code or Section 307 of ERISA, would
result in the loss of tax-exempt status of the trust of which such Plan is a
part if the Borrower or an ERISA Affiliate fails to timely provide security to
such Plan in accordance with the provisions of such sections.

     "Eligible Assignee" shall mean (i) a commercial bank organized under the
laws of the United States or any state thereof and having total assets in excess
of $500,000,000, (ii) a commercial bank organized under the laws of any other
country that is a member of the Organization for Economic Cooperation and
Development or any successor thereto (the "OECD") or a political subdivision of
any such country and having total assets in excess of $500,000,000, provided
that such bank or other financial institution is acting through a branch or
agency located in the United States, in the country under the laws of which it
is organized or in another country that is also a member of the OECD, (iii) the
central bank of any country that is a member of the OECD, (iv) a finance
company, insurance company or other financial institution or fund that is
engaged in making, purchasing or otherwise investing in loans in the ordinary
course of its business and having total assets in excess of $100,000,000, (v)
any Affiliate of an existing Lender or (vi) any other Person approved by the
Agent and the Borrower, which approval shall not be unreasonably withheld or
delayed.

     "Environmental Claims" shall mean any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, accusations,
allegations, notices of noncompliance or violation, investigations (other than
internal reports prepared by any Person in the ordinary course of its business
and not in response to any third party action or request of any kind) or
proceedings relating in any way to any actual or alleged violation of or
liability under any Environmental Law or relating to any permit issued, or any
approval given, under any such



<PAGE>

Environmental Law (collectively, "Claims"), including, without limitation, (i)
any and all Claims by Governmental Authorities for enforcement, cleanup,
removal, response, remedial or other actions or damages pursuant to any
applicable Environmental Law and (ii) any and all Claims by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Substances or arising from alleged
injury or threat of injury to human health or the environment.

     "Environmental Laws" shall mean any and all federal, state and local laws,
statutes, ordinances, rules, regulations, permits, licenses, approvals, rules of
common law and orders of courts or Governmental Authorities, relating to the
protection of human health or occupational safety or the environment, now or
hereafter in effect and in each case as amended from time to time, including,
without limitation, requirements pertaining to the manufacture, processing,
distribution, use, treatment, storage, disposal, transportation, handling,
reporting, licensing, permitting, investigation or remediation of Hazardous
Substances.

     "Equity Issuance" shall mean the issuance, sale or other disposition by the
Borrower or any of its Subsidiaries of its Capital Stock, any rights, warrants
or options to purchase or acquire any shares of its Capital Stock or any other
security or instrument representing, convertible into or exchangeable for an
equity interest in the Borrower or any of its Subsidiaries; provided, however,
that the term Equity Issuance shall not include (i) the issuance or sale of
Capital Stock by any of the Subsidiaries of the Borrower to the Borrower or any
other Subsidiary, provided that such Capital Stock is pledged to the
Administrative Agent pursuant to the Pledge Agreement, (ii) any Capital Stock of
the Borrower issued or sold in connection with any Permitted Acquisition and
constituting all or a portion of the applicable purchase price or (iii) any
Capital Stock of the Borrower issued or sold in connection with any director or
employee stock plan or stock purchase agreement.

     "Event of Default" shall have the meaning given to such term in Section
9.1.

     "Excess Cash Flow" shall mean, for any fiscal year of the Borrower, (a) the
amount of Consolidated Annual Operating Cash Flow for such fiscal year, minus
(b) the sum (without duplication) of (i) Consolidated Fixed Charges for such
fiscal year to the extent paid in cash, (ii) optional prepayments on the Term
Loans made during such fiscal year, and (iii) optional prepayments on the
Revolving Loans made during such fiscal year that are accompanied by a
corresponding reduction in the Revolving Credit Commitments.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute, and all rules and regulations from
time to time promulgated thereunder.

     "Existing Subordinated Indebtedness" shall mean the Indebtedness of the
Borrower created under the Borrower's (i) 11.20% Senior Subordinated Notes,
Series B, due December 15, 1998, and (ii) 10.48% Senior Subordinated Notes due
2000.



<PAGE>

     "FCC" shall mean the Federal Communications Commission, or any successor or
replacement commission, bureau, department, agency or other Governmental
Authority.

     "FCC Licenses" shall mean all television, radio or other licenses, permits,
certificates of compliance, franchises, approvals or authorizations granted or
issued by the FCC to the Borrower or any of its Subsidiaries.

     "FCC Regulations" shall mean the Communications Act of 1934, 47 USC ss.ss.
151 et seq., as amended from time to time, and any successor statute performing
the same or substantially the same function, and all regulations and written
policies promulgated thereunder from time to time by the FCC.

     "Fair Market Value" shall mean, with respect to any Capital Stock of the
Borrower given in connection with an Acquisition, the value given to such
Capital Stock for purposes of such Acquisition by the parties thereto, as
determined in good faith pursuant to the relevant acquisition agreement or
otherwise in connection with such Acquisition.

     "Federal Funds Rate" shall mean, for any period, a fluctuating per annum
interest rate (rounded upwards, if necessary, to the nearest 1/100 of one
percentage point) equal for each day during such period to the weighted average
of the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or if such rate is not so published for any
day that is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by the Administrative Agent.

     "Federal Reserve Board" shall mean the Board of Governors of the Federal
Reserve System or any successor thereto.

     "Fee Letter" shall mean the letter from First Union to the Borrower, dated
October 27, 1997, relating to certain fees payable by the Borrower in respect of
the transactions contemplated by this Agreement, as amended, modified or
supplemented from time to time.

     "Financial Condition Certificate" shall mean a fully completed and duly
executed certificate, substantially in the form of Exhibit H, together with the
attachments thereto.

     "Financial Officer" shall mean, with respect to the Borrower, the chief
financial officer, vice president - finance, principal accounting officer or
treasurer of the Borrower.

     "Fixed Charge Coverage Ratio" shall mean, as of the last day of any fiscal
quarter, the ratio of (i) Consolidated Annual Operating Cash Flow for the period
of four consecutive fiscal quarters then ending to (ii) Consolidated Fixed
Charges for such period.



<PAGE>

     "Funded Debt" shall mean, with respect to any Person (without duplication),
(i) all indebtedness and obligations of such Person for borrowed money or in
respect of loans or advances of any kind, (ii) all obligations of such Person
evidenced by notes, bonds, debentures or similar instruments, (iii) all
reimbursement obligations of such Person with respect to surety bonds, letters
of credit and bankers' acceptances (in each case, whether or not drawn or
matured and in the stated amount thereof), but excluding obligations in respect
of performance bonds the outstanding amount of which do not exceed $20,000,000
in the aggregate at any time, (iv) all obligations of such Person to pay the
deferred purchase price of property or services, (v) all indebtedness created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person, (vi) Capital Lease Obligations,
(vii) all Disqualified Capital Stock issued by such Person, with the amount of
Indebtedness represented by such Disqualified Capital Stock being equal to the
greater of its voluntary or involuntary liquidation preference and its maximum
fixed repurchase price, but excluding accrued dividends, if any (for purposes
hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock
that does not have a fixed repurchase price shall be calculated in accordance
with the terms of such Disqualified Capital Stock as if such Disqualified
Capital Stock were purchased on any date on which Indebtedness shall be required
to be determined pursuant to this Agreement, and if such price is based upon, or
measured by, the fair market value of such Disqualified Capital Stock, such fair
market value shall be determined reasonably and in good faith by the board of
directors or other governing body of the issuer of such Disqualified Capital
Stock), (viii) all obligations attributable to guaranties of Funded Debt of
other Persons, (ix) the stated amount of any equity investment made by any third
party in any Subsidiary of such Person, which investment constitutes a minority
interest in such Subsidiary, (x) obligations in respect of any earned deferred
compensation for which Person is liable (in the case of the Borrower and its
Subsidiaries, as customarily reflected on the Borrower's regularly prepared
financial statements), and (xi) all indebtedness referred to in clauses (i)
through (x) above secured by any Lien on any property or asset owned or held by
such Person regardless of whether the indebtedness secured thereby shall have
been assumed by such Person or is nonrecourse to the credit of such Person
(except for any Lien granted in connection with any operating lease (as defined
in accordance with GAAP) relating to the financing of the Borrower's corporate
jet).

     "GAAP" shall mean generally accepted accounting principles, as set forth in
the statements, opinions and pronouncements of the Accounting Principles Board,
the American Institute of Certified Public Accountants and the Financial
Accounting Standards Board, consistently applied and maintained, as in effect
from time to time (subject to the provisions of Section 1.2).

     "Governmental Authority" shall mean any nation or government, any state or
other political subdivision thereof and any central bank thereof, any municipal,
local, city or county government, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.

     "Harron" shall mean Harron Television of Monterey, a California general
partnership.



<PAGE>

     "Hazardous Substances" shall mean any substances or materials (i) that are
or become defined as hazardous wastes, hazardous substances, pollutants,
contaminants or toxic substances under any Environmental Law, (ii) that are
defined by any Environmental Law as toxic, explosive, corrosive, ignitable,
infectious, radioactive, mutagenic or otherwise hazardous, (iii) the presence of
which require investigation or response under any Environmental Law, (iv) that
constitute a nuisance, trespass or health or safety hazard to Persons or
neighboring properties, (v) that consist of underground or aboveground storage
tanks, whether empty, filled or partially filled with any substance, or (vi)
that contain, without limitation, asbestos, polychlorinated biphenyls, urea
formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived
substances or wastes, crude oil, nuclear fuel, natural gas or synthetic gas.

     "Hedge Agreement" shall mean any interest or foreign currency rate swap,
cap, collar, option, hedge, forward rate or other similar agreement or
arrangement designed to protect against fluctuations in interest rates or
currency exchange rates.

     "Indebtedness" shall mean, with respect to any Person (without
duplication), (i) all indebtedness and obligations of such Person for borrowed
money or in respect of loans or advances of any kind, (ii) all obligations of
such Person evidenced by notes, bonds, debentures or similar instruments, (iii)
all reimbursement obligations of such Person with respect to surety bonds,
letters of credit and bankers' acceptances (in each case, whether or not drawn
or matured and in the stated amount thereof), (iv) all obligations of such
Person to pay the deferred purchase price of property or services, (v) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person, (vi)
Capital Lease Obligations, (vii) all Disqualified Capital Stock issued by such
Person, with the amount of Indebtedness represented by such Disqualified Capital
Stock being equal to the greater of its voluntary or involuntary liquidation
preference and its maximum fixed repurchase price, but excluding accrued
dividends, if any (for purposes hereof, the "maximum fixed repurchase price" of
any Disqualified Capital Stock that does not have a fixed repurchase price shall
be calculated in accordance with the terms of such Disqualified Capital Stock as
if such Disqualified Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Agreement, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Capital Stock, such fair market value shall be determined
reasonably and in good faith by the board of directors or other governing body
of the issuer of such Disqualified Capital Stock), (viii) the net termination
obligations of such Person under any Hedge Agreements, calculated as of any date
as if such agreement or arrangement were terminated as of such date, (ix) all
Contingent Obligations of such Person and (x) all indebtedness referred to in
clauses (i) through (ix) above secured by any Lien on any property or asset
owned or held by such Person regardless of whether the indebtedness secured
thereby shall have been assumed by such Person or is nonrecourse to the credit
of such Person. For purposes of determining the amount of the Borrower's or any
Subsidiary's Indebtedness as of any date, each Contingent Obligation of the
Borrower and its Subsidiaries required to be included in such determination
shall be valued at the maximum aggregate principal amount (whether or not drawn
or outstanding) of the Indebtedness that is the corresponding "primary
obligation" (as such term is defined in the definition of Contingent Obligation)
as of such date.



<PAGE>

     "Interest Coverage Ratio" shall mean, as of the last day of any fiscal
quarter, the ratio of (i) Consolidated Annual Operating Cash Flow for the period
of four consecutive fiscal quarters then ending to (ii) Consolidated Interest
Expense for such period.

     "Interest Period" shall have the meaning given to such term in Section
2.10.

     "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and any successor statute, and all rules and
regulations from time to time promulgated thereunder.

     "Issuing Lender" shall mean (i) First Union in its capacity as issuer of
the Letters of Credit other than the Outstanding Letters of Credit, or (ii)
Fleet Bank, N.A. in its capacity as issuer of any Outstanding Letter of Credit
(but only so long as any such Outstanding Letter of Credit or any Reimbursement
Obligation or other amount owing to Fleet Bank, N.A. with respect thereto
remains outstanding), and their respective successors in such capacities.

     "KHHO LMA Agreement" shall mean the Time Brokerage Agreement, dated
December 15, 1997, by and among Southwest Wireless Communications, L.L.C. and AK
Media Group, Inc., as amended, restated, supplemented or otherwise modified from
time to time.

     "LIBOR Loan" shall mean, at any time, any Loan that bears interest at such
time at the Adjusted LIBOR Rate.

     "LIBOR Rate" shall mean, with respect to each LIBOR Loan comprising part of
the same Borrowing for any Interest Period, an interest rate per annum obtained
by dividing (i) (y) the rate of interest appearing on Telerate Page 3750 or any
successor page (rounded upward, if necessary, to the nearest 1/16 of one
percentage point) or (z) if no such rate is available, the rate of interest
determined by the Administrative Agent to be the rate or the arithmetic mean of
rates (rounded upward, if necessary, to the nearest 1/16 of one percentage
point) at which Dollar deposits in immediately available funds are offered by
First Union to first-tier banks in the London interbank Eurodollar market, in
each case under (y) and (z) above at approximately 11:00 a.m., London time, two
(2) Business Days prior to the first day of such Interest Period for a period
substantially equal to such Interest Period and in an amount substantially equal
to the amount of First Union's LIBOR Loan comprising part of such Borrowing, by
(ii) the amount equal to 1.00 minus the Reserve Requirement (expressed as a
decimal) for such Interest Period.

     "LMA" means any management agreement, local marketing agreement, lease
management agreement, time brokerage agreement or similar arrangement relating
to programming or the sale of advertising or broadcast time entered into by
Borrower or any of its Subsidiaries with respect to any radio or television
station whether or not Borrower or such Subsidiary is the managing party
thereunder, and "LMAs" means all such agreements and arrangements collectively.



<PAGE>

     "LMA Obligations" means all monetary obligations of the Borrower or any
Subsidiary to any other Person with respect to management fees or other
compensation from time to time owed pursuant to LMAs, whether matured or
unmatured, absolute or contingent.

     "Lender" shall mean each financial institution signatory hereto and each
other financial institution that becomes a "Lender" hereunder pursuant to
Section 11.7, and their respective successors and assigns.

     "Lending Office" shall mean, with respect to any Lender, the office of such
Lender designated as its "Lending Office" on its signature page hereto or in an
Assignment and Acceptance, or such other office as may be otherwise designated
in writing from time to time by such Lender to the Borrower and the
Administrative Agent. A Lender may designate separate Lending Offices as
provided in the foregoing sentence for the purposes of making or maintaining
different Types of Loans, and, with respect to LIBOR Loans, such office may be a
domestic or foreign branch or Affiliate of such Lender.

     "Letter of Credit Exposure" shall mean, with respect to any Lender at any
time, such Lender's ratable share (based on the proportion that its Revolving
Credit Commitment bears to the aggregate Revolving Credit Commitments at such
time) of the sum of (i) the aggregate Stated Amount of all Letters of Credit
outstanding at such time and (ii) the aggregate amount of all Reimbursement
Obligations outstanding at such time.

     "Letter of Credit Notice" shall have the meaning given to such term in
Section 3.2.

     "Letters of Credit" shall have the meaning given to such term in Section
3.1.

     "Leverage Ratio" shall mean, as of the last day of any fiscal quarter, the
ratio of (i) Consolidated Funded Debt as of such date to (ii) Consolidated
Annual Operating Cash Flow for the period of four consecutive fiscal quarters
then ending.

     "Lien" shall mean any mortgage, pledge, hypothecation, assignment, security
interest, lien (statutory or otherwise), preference, priority, charge or other
encumbrance of any nature, whether voluntary or involuntary, including, without
limitation, the interest of any vendor or lessor under any conditional sale
agreement, title retention agreement, capital lease or any other lease or
arrangement having substantially the same effect as any of the foregoing, other
than interests of lessors under any operating leases (including motor vehicle
leases).

     "Loans" shall mean any or all of the Term Loans and the Revolving Loans.

     "Margin Stock" shall have the meaning given to such term in Regulation U.

     "Material Adverse Change" shall mean a material adverse change in the
condition (financial or otherwise), operations, business, properties or assets
of the Borrower and its Subsidiaries, taken as a whole.



<PAGE>

     "Material Adverse Effect" shall mean a material adverse effect upon (i) the
condition (financial or otherwise), operations, business, properties or assets
of the Borrower and its Subsidiaries, taken as a whole, (ii) the ability of the
Borrower or any Subsidiary to perform its obligations under this Agreement or
any of the other Credit Documents to which it is a party or (iii) the legality,
validity or enforceability of this Agreement or any of the other Credit
Documents or the rights and remedies of the Administrative Agent and the Lenders
hereunder and thereunder.

     "Material Contract" shall have the meaning given to such term in Section
5.18.

     "Monterey Credit Agreement" shall mean that certain Credit Agreement, dated
April 14, 1996, between Harron, First Union and Fleet Bank, N.A., as amended,
restated, replaced or otherwise modified from time to time.

     "Monterey LMA Agreement" shall mean the Time Brokerage Agreement, dated
April 24, 1996, between Harron Television of Monterey and Ackerley
Communications Group, Inc., as amended, restated, supplemented or otherwise
modified from time to time.

     "Multiemployer Plan" shall mean any "multiemployer plan" within the meaning
of Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate
makes, is making or is obligated to make contributions or has made or been
obligated to make contributions.

     "Net Cash Proceeds" shall mean (i) in the case of any Equity Issuance or
Debt Issuance, the aggregate cash payments received by the Borrower and its
Subsidiaries less reasonable and customary fees and expenses (including
underwriting discounts and commissions) incurred by the Borrower and its
Subsidiaries in connection therewith, (ii) in the case of any Casualty Event,
the aggregate cash proceeds of insurance, condemnation awards and other
compensation received by the Borrower and its Subsidiaries in respect of such
Casualty Event less (y) reasonable fees and expenses incurred by the Borrower
and its Subsidiaries in connection therewith and (z) contractually required
repayments of Indebtedness to the extent secured by Liens on the property
subject to such Casualty Event and any income or transfer taxes paid or
reasonably estimated by the Borrower to be payable by the Borrower and its
Subsidiaries as a result of such Casualty Event, and (iii) in the case of any
Asset Disposition, the aggregate amount of all cash payments received by the
Borrower and its Subsidiaries in connection with such Asset Disposition less (x)
reasonable fees and expenses incurred by the Borrower and its Subsidiaries in
connection therewith, (y) Indebtedness to the extent the amount thereof is
secured by a Lien on the property that is the subject of such Asset Disposition
and the transferee of (or holder of the Lien on) such Property requires that
such Indebtedness be repaid as a condition to such Asset Disposition, and (z)
any income or transfer taxes paid or reasonably estimated by the Borrower to be
payable by the Borrower and its Subsidiaries as a result of such Asset
Disposition.

     "Network Affiliation Agreement" shall mean any network affiliation
agreement to which the Borrower or any Subsidiary is a party.

     "New Century" shall mean New Century Seattle Partners, L.P.



<PAGE>

     "New Century Credit Facility" shall mean the $35,000,000 revolving credit
facility in favor of New Century as established under a Credit Agreement between
New Century, First Union National Bank (as agent) and the financial institutions
party thereto.

     "Note Redemption" shall mean the redemption, in full, by the Borrower of
its Senior Notes on or before December 15, 1998.

     "Note Redemption Closing Date" shall mean the date on which the Borrower
redeems in full all of the outstanding Senior Notes (which date shall be no
later than December 15, 1998).

     "Notes" shall mean any or all of the Term Notes and the Revolving Notes.

     "Notice of Borrowing" shall have the meaning given to such term in Section
2.2(b).

     "Notice of Conversion/Continuation" shall have the meaning given to such
term in Section 2.11(b).

     "Obligations" shall mean all principal of and interest (including, to the
greatest extent permitted by law, post-petition interest) on the Loans, all
Reimbursement Obligations and all fees, expenses, indemnities and other
obligations owing, due or payable at any time by the Borrower to the
Administrative Agent, any Lender, the Issuing Lender or any other Person
entitled thereto, under this Agreement or any of the other Credit Documents.

     "Outstanding Letter of Credit" shall mean any of the following: (i) that
certain irrevocable letter of credit no. H137120, expiring January 15, 1999,
issued for the account of the Borrower in favor of Sage Realty Corp., (ii) that
certain irrevocable letter of credit no.YS137119, expiring February 15, 1999,
issued for the account of the Borrower in favor of Employers Insurance of
Wausau, (iii) that certain irrevocable letter of credit no. H137118, expiring
December 31, 1998, issued for the account of the Borrower in favor of
Continental Indoor Soccer League, and (iv) that certain irrevocable letter of
credit no. H158451, expiring December 15, 1998, issued for the account of the
Borrower in favor of Aetna Casualty & Surety, all of which letters of credit
were issued under the senior credit facility replaced hereby and treated as
having been issued originally hereunder pursuant to Section 3.1 hereof.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation and any
successor thereto.

     "Participant" shall have the meaning given to such term in Section 11.7(d).

     "Permitted Acquisition" shall mean (a) any Acquisition with respect to
which all of the following conditions are satisfied: (i) each business acquired
shall be within the permitted lines of business described in Section 8.8, (ii)
any Capital Stock given as consideration in connection therewith shall be
Capital Stock of the Borrower, (iii) in the case of an Acquisition involving the
acquisition of control of Capital Stock of any Person, immediately after giving
effect to such Acquisition such Person (or the surviving Person, if the
Acquisition is effected through a merger



<PAGE>

or consolidation) shall be the Borrower or a Wholly Owned Subsidiary, (iv) such
Acquisition is not hostile in nature, and (v) all of the conditions and
requirements of Sections 6.9 and 6.10 applicable to such Acquisition are
satisfied; or (b) any other non-hostile Acquisition to which the Required
Lenders (or the Administrative Agent on their behalf) shall have given their
prior written consent (which consent may be in their sole discretion and may be
given subject to such additional terms and conditions as the Required Lenders
shall establish) and with respect to which all of the conditions and
requirements set forth in this definition and in Section 6.9, and in or pursuant
to any such consent, have been satisfied or waived in writing by the Required
Lenders (or the Administrative Agent on their behalf).

     "Permitted Corporate Jet Acquisition" shall mean the acquisition by the
Borrower of a corporate jet on or before December 31, 1998 for an aggregate
acquisition price not to exceed $20,000,000.

     "Permitted LMA Agreement" shall mean the Binghamton LMA Agreement, the KHHO
LMA Agreement, the Monterey LMA Agreement or the Utica LMA Agreement and any
other LMA approved by Administrative Agent with the consent of the Required
Lenders.

     "Permitted Liens" shall have the meaning given to such term in Section 8.3.

     "Permitted New Century Equity Investment" shall mean the cash investment by
the Borrower or any Subsidiary in New Century in exchange for additional limited
partnership or general partnership interests in New Century, including rights to
acquire such interests, not to exceed $35,000,000 in the aggregate.

     "Person" shall mean any corporation, association, joint venture,
partnership, limited liability company, organization, business, individual,
trust, government or agency or political subdivision thereof or any other legal
entity.

     "Plan" shall mean any "employee pension benefit plan" within the meaning of
Section 3(2) of ERISA that is subject to the provisions of Title IV of ERISA
(other than a Multiemployer Plan) and to which the Borrower or any ERISA
Affiliate may have any liability.

     "Pledge Agreement" shall mean a pledge agreement made by the Borrower and
its Subsidiaries that own Capital Stock of indirect Subsidiaries of the
Borrower, in favor of the Administrative Agent and dated as of the Note
Redemption Closing Date, in substantially the form of Exhibit E, as amended,
modified or supplemented from time to time.

     "Pro Forma Balance Sheet" shall have the meaning given to such term in
Section 5.11(b).

     "Prohibited Transaction" shall mean any transaction described in (i)
Section 406 of ERISA that is not exempt by reason of Section 408 of ERISA or by
reason of a Department of Labor prohibited transaction individual or class
exemption or (ii) Section 4975(c) of the Internal



<PAGE>

Revenue Code that is not exempt by reason of Section 4975(c)(2) or 4975(d) of
the Internal Revenue Code.

     "Projections" shall have the meaning given to such term in Section 5.11(c).

     "Register" shall have the meaning given to such term in Section 11.7(b).

     "Regulations D, G, T, U and X" shall mean Regulations D, G, T, U and X,
respectively, of the Federal Reserve Board, and any successor regulations.

     "Reimbursement Obligation" shall have the meaning given to such term in
Section 3.4.

     "Reportable Event" shall mean (i) any "reportable event" within the meaning
of Section 4043(c) of ERISA for which the 30-day notice under Section 4043(a) of
ERISA has not been waived by the PBGC (including any failure to meet the minimum
funding standard of, or timely make any required installment under, Section 412
of the Internal Revenue Code or Section 302 of ERISA, regardless of the issuance
of any waivers in accordance with Section 412(d) of the Internal Revenue Code),
(ii) any such "reportable event" subject to advance notice to the PBGC under
Section 4043(b)(3) of ERISA, (iii) any application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Internal
Revenue Code, and (iv) a cessation of operations described in Section 4062(e) of
ERISA.

     "Required Lenders" shall mean the Lenders holding outstanding Loans and
Commitments (or, after the termination of the Revolving Credit Commitments,
outstanding Loans and Letter of Credit Exposure) representing fifty-one percent
or more (51%) of the aggregate at such time of all outstanding Loans and
Commitments (or, after the termination of the Revolving Credit Commitments, the
aggregate at such time of all outstanding Loans and Letter of Credit Exposure).

     "Requirement of Law" shall mean, with respect to any Person, the charter,
articles or certificate of organization or incorporation and bylaws or other
organizational or governing documents of such Person, and any statute, law,
treaty, rule, regulation, order, decree, writ, injunction or determination of
any arbitrator or court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject or otherwise pertaining to any or all of the
transactions contemplated by this Agreement and the other Credit Documents,
including without limitation the FCC Regulations.

     "Reserve Requirement" shall mean, with respect to any Interest Period, the
reserve percentage (expressed as a decimal) in effect from time to time during
such Interest Period, as provided by the Federal Reserve Board, applied for
determining the maximum reserve requirements (including, without limitation,
basic, supplemental, marginal and emergency reserves) applicable to First Union
under Regulation D with respect to "Eurocurrency liabilities" within the meaning
of Regulation D, or under any similar or successor regulation with respect to
Eurocurrency liabilities or Eurocurrency funding.



<PAGE>

     "Responsible Officer" shall mean, with respect to the Borrower, any
co-president, the chief executive officer, the chief financial officer, any
executive officer, or any other Financial Officer of the Borrower, and any other
officer or similar official thereof responsible for the administration of the
obligations of the Borrower in respect of this Agreement.

     "Revolver Increase" shall have the meaning assigned to such term in Section
2.19.

     "Revolving Credit Commitment" shall mean, with respect to any Lender at any
time, the aggregate of the amounts set forth opposite such Lender's name on its
signature page hereto under the captions "Tranche A Revolving Credit Commitment"
and "Tranche B Revolving Credit Commitment" or, if such Lender has entered into
one or more Assignment and Acceptances, the amount set forth for such Lender at
such time in the Register maintained by the Administrative Agent pursuant to
Section 11.7(b) as such Lender's "Revolving Credit Commitment," in either case
minus such Lender's pro rata share of the Tranche B Revolving Loan Commitment
prior to the availability of the Tranche B Revolving Loans pursuant to the terms
hereof, as such amount may be increased or reduced at or prior to such time
pursuant to the terms hereof.

     "Revolving Credit Maturity Date" shall mean June 30, 2005.

     "Revolving Credit Termination Date" shall mean the Revolving Credit
Maturity Date or such earlier date of termination of the Revolving Credit
Commitments pursuant to Section 2.5 or Section 9.2.

     "Revolving Loans" shall have the meaning given to such term in Section
2.1(c).

     "Security Documents" shall mean the Shared Collateral Pledge Agreement,
Pledge Agreement, and all other pledge or security agreements, mortgages, deeds
of trust, assignments or other similar agreements or instruments executed and
delivered by the Borrower or any of its Subsidiaries pursuant to Section 6.10 or
Section 6.12 or otherwise in connection with the transactions contemplated
hereby, in each case as amended, modified or supplemented from time to time.

     "Senior Notes" shall mean the 10.75% Senior Secured Notes due 2003 issued
by the Borrower pursuant to the Indenture, dated as of October 1, 1993, between
the Borrower and First Bank National Association, as trustee.

     "Shared Collateral Pledge Agreement" shall mean the Pledge Agreement dated
as of October 1, 1993, among the Borrower, Ackerley Communications of the
Northwest, Inc., Ackerley Communications of Georgia, Inc., Ackerley
Communications of Massachusetts, Inc., Adshelters, Incorporated, KVOS TV, Inc.,
Ackerley Radio of Florida, Inc., and First Trust of California, National
Association, as amended.



<PAGE>

     "Special Litigation Damages" shall mean any damages arising out of that
certain lawsuit pending against the Borrower and awarded on February 29, 1996,
as reduced by court order dated August 16, 1996.

     "Stated Amount" shall mean, with respect to any Letter of Credit at any
time, the aggregate amount available to be drawn thereunder at such time
(regardless of whether any conditions for drawing could then be met).

     "Subsidiary" shall mean, with respect to any Person, any corporation or
other Person of which more than fifty percent (50%) of the outstanding Capital
Stock having ordinary voting power to elect a majority of the board of
directors, board of managers or other governing body of such Person, is at the
time, directly or indirectly, owned or controlled by such Person and one or more
of its other Subsidiaries or a combination thereof (irrespective of whether, at
the time, securities of any other class or classes of any such corporation or
other Person shall or might have voting power by reason of the happening of any
contingency). When used without reference to a parent entity, the term
"Subsidiary" shall be deemed to refer to a Subsidiary of the Borrower. For
purposes of this Agreement, New Century shall not be deemed to be a Subsidiary
of the Borrower until the transactions contemplated in connection with the
Revolver Increase are consummated or until such time as New Century's senior
credit facility is otherwise refinanced and the Borrower, with the consent of
the FCC (among other things), completes the Permitted New Century Equity
Investment.

     "Subsidiary Pledgor" shall mean any Subsidiary of the Borrower owning
Capital Stock of any indirect Subsidiary of the Borrower.

     "Supplementary Fee Letters" shall mean the series of letters from First
Union to the Borrower, dated the Closing Date, relating to certain fees payable
by the Borrower in respect of the transactions contemplated by this Agreement,
as amended, modified or supplemented from time to time.

     "Term Loan Commitment" shall mean, with respect to any Lender at any time,
the amount set forth opposite such Lender's name on its signature page hereto
under the caption "Term Loan Commitment" or, if such Lender has entered into one
or more Assignment and Acceptances, the amount set forth for such Lender at such
time in the Register maintained by the Administrative Agent pursuant to Section
11.7(b) as such Lender's "Term Loan Commitment," as such amount may be reduced
at or prior to such time pursuant to the terms hereof.

     "Term Loan Maturity Date" shall mean June 30, 2005.

     "Term Loans" shall have the meaning given to such term in Section 2.1(a).

     "Term Notes" shall mean the promissory notes of the Borrower in
substantially the form of Exhibit A-1, together with any amendments,
modifications and supplements thereto, substitutions therefor and restatements
thereof.



<PAGE>

     "Tranche A Letter of Credit Exposure" shall mean, with respect to any
Lender at any time, such Lender's ratable share (based on the proportion that
its Tranche A Revolving Credit Commitment bears to the aggregate Tranche A
Revolving Credit Commitments at such time) of the sum of (i) the aggregate
Stated Amount of all Letters of Credit outstanding at such time issued under the
Tranche A Revolving Credit Commitment and (ii) the aggregate amount of all
Tranche A Reimbursement Obligations outstanding at such time.

     "Tranche A Reimbursement Obligations" shall mean all Reimbursement
Obligations with respect to Letters of Credit issued under the Tranche A
Revolving Credit Commitments.

     "Tranche A Revolving Credit Commitment" shall mean, with respect to any
Lender at any time, the amount set forth opposite such Lender's name on its
signature page hereto under the caption "Tranche A Revolving Credit Commitment"
or, if such Lender has entered into one or more Assignment and Acceptances, the
amount set forth for such Lender at such time in the Register maintained by the
Administrative Agent pursuant to Section 11.7(b) as such Lender's "Tranche A
Revolving Credit Commitment."

     "Tranche A Revolving Loans" shall have the meaning given to such term in
Section 2.1(b).

     "Tranche A Revolving Notes" shall mean the promissory notes of the Borrower
in substantially the form of Exhibit A-2, together with any amendments,
modifications and supplements thereto, substitutions therefor and restatements
thereof.

     "Tranche B Revolving Credit Commitment" shall mean, with respect to any
Lender at any time, the amount set forth opposite such Lender's name on its
signature page hereto under the caption "Tranche B Revolving Credit Commitment"
or, if such Lender has entered into one or more Assignment and Acceptances, the
amount set forth for such Lender at such time in the Register maintained by the
Administrative Agent pursuant to Section 11.7(b) as such Lender's "Tranche B
Revolving Credit Commitment."

     "Tranche B Revolving Loans" shall have the meaning given to such term in
Section 2.1(c).

     "Tranche B Revolving Notes" shall mean the promissory notes of the Borrower
in substantially the form of Exhibit A-3, together with any amendments,
modifications and supplements thereto, substitutions therefor and restatements
thereof.

     "Type" shall have the meaning given to such term in Section 2.2(a).

     "Unfunded Pension Liability" shall mean, with respect to any Plan or
Multiemployer Plan, the excess of its benefit liabilities under Section
4001(a)(16) of ERISA over the current value of its assets, determined in
accordance with the applicable assumptions used for funding under Section 412 of
the Code for the applicable plan year.



<PAGE>

     "Unutilized Revolving Credit Commitments" shall mean, collectively, the
Unutilized Tranche A Revolving Credit Commitment and the Unutilized Tranche B
Revolving Credit Commitment.

     "Unutilized Tranche A Revolving Credit Commitment" shall mean, with respect
to any Lender at any time, such Lender's Tranche A Revolving Credit Commitment
at such time less the sum of (i) the aggregate principal amount of all Tranche A
Revolving Loans made by such Lender that are outstanding at such time and (ii)
such Lender's Tranche A Letter of Credit Exposure at such time.

     "Unutilized Tranche B Revolving Credit Commitment" shall mean, with respect
to any Lender at any time, such Lender's Tranche B Revolving Credit Commitment
at such time less the aggregate principal amount of all Tranche B Revolving
Loans made by such Lender that are outstanding at such time.

     "Utica Credit Agreement" shall mean that certain Credit Agreement, dated as
of June 30, 1997, between Utica Television Partners, L.L.C., First Union and
Fleet Bank, N.A., as amended, restated, replaced or otherwise modified from time
to time.

     "Utica LMA Agreement" shall mean the Time Brokerage Agreement, dated as of
June 30, 1997, between Utica Television Partners, L.L.C. and Central NY News,
Inc., as amended, restated, supplemented or otherwise modified from time to
time.

     "Wholly Owned" shall mean, with respect to any Subsidiary of any Person,
that 100% of the outstanding Capital Stock of such Subsidiary is owned, directly
or indirectly, by such Person.

     1.2. Accounting Terms. Except as specifically provided otherwise in this
Agreement, all accounting terms used herein that are not specifically defined
shall have the meanings customarily given them in accordance with GAAP.
Notwithstanding anything to the contrary in this Agreement, for purposes of
calculation of the financial covenants set forth in Article VII, all accounting
determinations and computations hereunder shall be made in accordance with GAAP
as in effect as of the date of this Agreement applied on a basis consistent with
the application used in preparing the most recent financial statements of the
Borrower referred to in Section 5.11(a). In the event that any changes in GAAP
after such date are required to be applied to the Borrower and would affect the
computation of the financial covenants contained in Article VII, such changes
shall be followed only from and after the date this Agreement shall have been
amended to take into account any such changes.

     1.3. Other Terms; Construction. Unless otherwise specified or unless the
context otherwise requires, all references herein to sections, annexes,
schedules and exhibits are references to sections, annexes, schedules and
exhibits in and to this Agreement, and all terms defined in this Agreement shall
have the defined meanings when used in any other Credit Document or any
certificate or other document made or delivered pursuant hereto. All references
herein to the Lenders or any of them shall be deemed to include the Issuing
Lender unless specifically provided otherwise or unless the context otherwise
requires.



<PAGE>

                                   ARTICLE II

                          AMOUNT AND TERMS OF THE LOANS

     2.1. Commitments. (a) Each Lender severally agrees, subject to and on the
terms and conditions of this Agreement (including, without limitation, the
conditions set forth in Section 4.2 hereof), to make a loan (each, a "Term
Loan," and collectively, the "Term Loans") to the Borrower on the Note
Redemption Closing Date in a principal amount not to exceed its Term Loan
Commitment. No Term Loans shall be made at any time after the Note Redemption
Closing Date. To the extent repaid, Term Loans may not be reborrowed.

     (b) Each Lender severally agrees, subject to and on the terms and
conditions of this Agreement, to make loans (each, a "Tranche A Revolving Loan,"
and collectively, the "Tranche A Revolving Loans") to the Borrower, from time to
time on any Business Day during the period from and including the Closing Date
to but not including the Revolving Credit Termination Date, in an aggregate
principal amount at any time outstanding not greater than the excess, if any, of
its Tranche A Revolving Credit Commitment at such time over its Tranche A Letter
of Credit Exposure at such time, provided that no Borrowing of Tranche A
Revolving Loans shall be made if, immediately after giving effect thereto, the
sum of (x) the aggregate principal amount of Tranche A Revolving Loans
outstanding at such time and (y) the aggregate Tranche A Letter of Credit
Exposure of all Lenders at such time would exceed the aggregate Tranche A
Revolving Credit Commitments at such time. Subject to and on the terms and
conditions of this Agreement, the Borrower may borrow, repay and reborrow
Tranche A Revolving Loans. Each Lender's obligation to fund its pro rata share
of the Revolver Increase is subject to the conditions set forth in Section 2.19
hereof.

     (c) Each Lender severally agrees, subject to and on the terms and
conditions of this Agreement, to make loans (each, a "Tranche B Revolving Loan,"
and collectively, the "Tranche B Revolving Loans," and collectively with the
Tranche A Revolving Loans, the "Revolving Loans"), to the Borrower, from time to
time on any Business Day from such time as the Senior Notes are repaid or
redeemed in full to but not including the Revolving Credit Termination Date, in
an aggregate principal amount at any time outstanding not greater than its
Tranche B Revolving Credit Commitment at such time, provided that no Borrowing
of Tranche B Revolving Loans shall be made if, immediately after giving effect
thereto, the aggregate principal amount of Tranche B Revolving Loans outstanding
at such time would exceed the aggregate Tranche B Revolving Credit Commitments
at such time. Subject to and upon the terms and conditions of this Agreement,
the Borrower may borrow, repay and reborrow Tranche B Revolving Loans; provided
further, however, that if repayment or redemption of the Senior Notes does not
occur on or before December 15, 1998, then the Tranche B Revolving Credit
Commitments shall terminate.

     2.2. Borrowings. (a) The Term Loans and Revolving Loans (each a "Class" of
Loan) shall, at the option of the Borrower and subject to the terms and
conditions of this Agreement, be



<PAGE>

either Base Rate Loans or LIBOR Loans (each, a "Type" of Loan), provided that
(i) all Loans comprising the same Borrowing shall, unless otherwise specifically
provided herein, be of the same Type, (ii) the Loans made on the Closing Date
shall be made initially as Base Rate, Tranche A Revolving Loans, and (iii) LIBOR
Loans may be made, or Base Rate Loans may be converted into LIBOR Loans, on the
date which is three (3) Business Days following the Closing Date (so long as
proper notice is given pursuant to Section 2.2(b) or Section 2.11(b)).

     (b) In order to make a Borrowing (other than Borrowings involving
continuations or conversions of outstanding Loans, which shall be made pursuant
to Section 2.11), the Borrower will give the Administrative Agent written notice
not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each
Borrowing to be comprised of LIBOR Loans and one (1) Business Day prior to each
Borrowing to be comprised of Base Rate Loans; provided, however, that requests
for the Borrowing of the Term Loans and any Revolving Loans to be made on the
Closing Date may, at the discretion of the Administrative Agent, be given later
than the times specified hereinabove. Each such notice (each, a "Notice of
Borrowing") shall be irrevocable, shall be given in the form of Exhibit B-1 and
shall specify (1) the aggregate principal amount, Class and initial Type of the
Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of
LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the
requested date of such Borrowing (the "Borrowing Date"), which shall be a
Business Day. Upon its receipt of a Notice of Borrowing, the Administrative
Agent will promptly notify each Lender of the proposed Borrowing.
Notwithstanding anything to the contrary contained herein:

          (i) the aggregate principal amount of the Borrowing of Term Loans
     shall be in the amount of the aggregate Term Loan Commitments;

          (ii) the aggregate principal amount of each Borrowing comprised of
     Base Rate Loans shall not be less than $1,000,000 or, if greater, an
     integral multiple of $500,000 in excess thereof (or, in the case of a
     Borrowing of Revolving Loans, if less, in the amount of the aggregate
     Unutilized Revolving Credit Commitments), and the aggregate principal
     amount of each Borrowing comprised of LIBOR Loans shall not be less than
     $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess
     thereof;

          (iii) if the Borrower shall have failed to designate the Type of Loans
     comprising a Borrowing, the Borrower shall be deemed to have requested a
     Borrowing comprised of Base Rate Loans; and

          (iv) if the Borrower shall have failed to select the duration of the
     Interest Period to be applicable to any Borrowing of LIBOR Loans, then the
     Borrower shall be deemed to have selected an Interest Period with a
     duration of one month.

     (c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing
Date (which shall be the Note Redemption Closing Date, in the case of the Term
Loans), each Lender will make available to the Administrative Agent at its
office referred to in Section 11.5 (or at such other location as the
Administrative Agent may designate) an amount, in Dollars and in immediately
available funds, equal to the amount of the Loan or Loans to be made by such



<PAGE>

Lender. To the extent the Lenders have made such amounts available to the
Administrative Agent as provided hereinabove, the Administrative Agent will make
the aggregate of such amounts available to the Borrower in accordance with
Section 2.3(a) and in like funds as received by the Administrative Agent.

     2.3. Disbursements; Funding Reliance; Domicile of Loans. (a) The Borrower
hereby authorizes the Administrative Agent to disburse the proceeds of each
Borrowing in accordance with the terms of any written instructions from any of
the Authorized Officers, provided that the Administrative Agent shall not be
obligated under any circumstances to forward amounts to any account not listed
in an Account Designation Letter. The Borrower may at any time deliver to the
Administrative Agent an Account Designation Letter listing any additional
accounts or deleting any accounts listed in a previous Account Designation
Letter.

     (b) Unless the Administrative Agent has received, prior to 1:00 p.m.,
Charlotte time, on the relevant Borrowing Date, written notice from a Lender
that such Lender will not make available to the Administrative Agent such
Lender's ratable portion, if any, of the relevant Borrowing, the Administrative
Agent may assume that such Lender has made such portion available to the
Administrative Agent in immediately available funds on such Borrowing Date in
accordance with the applicable provisions of Section 2.2, and the Administrative
Agent may, in reliance upon such assumption, but shall not be obligated to, make
a corresponding amount available to the Borrower on such Borrowing Date. If and
to the extent that such Lender shall not have made such portion available to the
Administrative Agent, and the Administrative Agent shall have made such
corresponding amount available to the Borrower, such Lender, on the one hand,
and the Borrower, on the other, severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount, together with interest
thereon for each day from the date such amount is made available to the Borrower
until the date such amount is repaid to the Administrative Agent, (i) in the
case of such Lender, at the Federal Funds Rate, and (ii) in the case of the
Borrower, at the rate of interest applicable at such time to the Type and Class
of Loans comprising such Borrowing, as determined under the provisions of
Section 2.8. If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount shall constitute such Lender's Loan as part of
such Borrowing for purposes of this Agreement. The failure of any Lender to make
any Loan required to be made by it as part of any Borrowing shall not relieve
any other Lender of its obligation, if any, hereunder to make its Loan as part
of such Borrowing, but no Lender shall be responsible for the failure of any
other Lender to make the Loan to be made by such other Lender as part of any
Borrowing.

     (c) Each Lender may, at its option, make and maintain any Loan at, to or
for the account of any of its Lending Offices, provided that any exercise of
such option shall not affect the obligation of the Borrower to repay such Loan
to or for the account of such Lender in accordance with the terms of this
Agreement.

     2.4. Notes. (a) The Loans made by each Lender shall be evidenced (i) in the
case of Term Loans, by a Term Note appropriately completed in substantially the
form of Exhibit A-1, and (ii) in the case of Revolving Loans, by a Tranche A
Revolving Note appropriately completed



<PAGE>

in substantially the form of Exhibit A-2, and a Tranche B Revolving Note
appropriately completed in substantially the form of Exhibit A-3.

     (b) Each Term Note issued to a Lender with a Term Loan Commitment shall (i)
be executed by the Borrower, (ii) be payable to the order of such Lender, (iii)
be dated as of the Closing Date, (iv) be in a stated principal amount equal to
such Lender's Term Loan Commitment (or, in the case of a Term Note issued after
the Closing Date, in an amount equal to the unpaid principal amount of such
Lender's Term Loan), (v) bear interest in accordance with the provisions of
Section 2.8, as the same may be applicable from time to time to the Term Loan
made by such Lender, and (vi) be entitled to all of the benefits of this
Agreement and the other Credit Documents and subject to the provisions hereof
and thereof. If the Note Redemption shall not have occurred and the proceeds of
the Term Loans shall not have been advanced as of December 15, 1998, then each
Term Note shall be deemed canceled and of no force or effect as of such date.

     (c) Each Tranche A Revolving Note issued to a Lender with a Tranche A
Revolving Credit Commitment shall (i) be executed by the Borrower, (ii) be
payable to the order of such Lender, (iii) be dated as of the Closing Date, (iv)
be in a stated principal amount equal to such Lender's Tranche A Revolving
Credit Commitment, (v) bear interest in accordance with the provisions of
Section 2.8, as the same may be applicable from time to time to the Revolving
Loans made by such Lender, and (vi) be entitled to all of the benefits of this
Agreement and the other Credit Documents and subject to the provisions hereof
and thereof.

     (d) Each Tranche B Revolving Note issued to a Lender with a Tranche B
Revolving Credit Commitment shall (i) be executed by the Borrower, (ii) be
payable to the order of such Lender, (iii) be dated as of the Closing Date, (iv)
be in a stated principal amount equal to such Lender's Tranche B Revolving
Credit Commitment, (v) bear interest in accordance with the provisions of
Section 2.8, as the same may be applicable from time to time to the Revolving
Loans made by such Lender, and (vi) be entitled to all of the benefits of this
Agreement and the other Credit Documents and subject to the provisions hereof
and thereof.

     (e) Each Lender will record on its internal records the amount and Type of
each Loan made by it and each payment received by it in respect thereof and
will, in the event of any transfer of any of its Notes, either endorse on the
reverse side thereof or on a schedule attached thereto (or any continuation
thereof) the outstanding principal amount and Type of the Loans evidenced
thereby as of the date of transfer or provide such information on a schedule to
the Assignment and Acceptance relating to such transfer; provided, however, that
the failure of any Lender to make any such recordation or provide any such
information, or any error therein, shall not affect the Borrower's obligations
under this Agreement or the Notes.

     2.5. Termination and Reduction of Commitments. (a) The Term Loan
Commitments shall be automatically and permanently terminated on December 15,
1998, unless the Term Loans have been made in full on or prior to such date. The
Revolving Credit Commitments shall be automatically and permanently terminated
on the Revolving Credit Termination Date; provided, however, that the Tranche B
Revolving Credit Commitments shall terminate on



<PAGE>

December 15, 1998 unless the Borrower has repaid or redeemed the Senior Notes on
or prior to such date.

     (b) The Revolving Credit Commitments shall, on each date upon which a
prepayment of the Loans is required under any provision of Section 2.6 (and
exceeds in amount the aggregate principal amount of Term Loans then outstanding)
or would be required if Term Loans were then outstanding, be automatically and
permanently reduced pro rata by the amount, if any, by which the amount of such
required prepayment (determined as if an unlimited amount of Term Loans were
then outstanding) exceeds the aggregate principal amount of Term Loans then
actually outstanding, as more particularly set forth in Section 2.6(i).

     (c) At any time and from time to time after the date hereof, upon not less
than five (5) Business Days' prior written notice to the Administrative Agent,
the Borrower may terminate in whole or reduce in part the aggregate Unutilized
Revolving Credit Commitments, provided that any such partial reduction shall be
in an aggregate amount of not less than $5,000,000 or, if greater, an integral
multiple of $1,000,000 in excess thereof (which reductions may, if the Borrower
elects, be applied pro rata to the Unutilized Tranche A Revolving Credit
Commitment and the Unutilized Tranche B Revolving Credit Commitment). The amount
of any termination or reduction made under this subsection (c) may not
thereafter be reinstated.

     (d) The Revolving Credit Commitments shall be permanently reduced on a
quarterly basis (on March 31, June 30, September 30 and December 31 of each
year), beginning March 31, 2000, based on the following annual percentages for
each of the following years (which percentages shall be applied to the aggregate
Revolving Credit Commitments as in effect immediately prior to the first such
reduction):

              Year                     Percentage Reduction
              ----                     --------------------
              2000                             10.0%
              2001                             20.0%
              2002                             20.0%
              2003                             20.0%
              2004                             20.0%
              2005                             10.0%

     (e) Each reduction of the Revolving Credit Commitments pursuant to this
Section shall be applied ratably between the Tranche A Revolving Credit
Commitments and the Tranche B Revolving Credit Commitments, and ratably among
the Lenders according to their respective Revolving Credit Commitments.

     2.6. Mandatory Payments and Prepayments. (a) Except to the extent due or
paid sooner pursuant to the provisions of this Agreement, the Borrower will
repay the aggregate outstanding principal of any Term Loans made hereunder on a
quarterly basis (on March 31, June 30, September 30 and December 31, 1999),
based on the following annual percentages for



<PAGE>

each of the following years (which percentages shall be applied to the initial
aggregate Term Loan Commitments):

              Year                     Payment Amount
              ----                     --------------
              1999                          10.0%
              2000                          10.0%
              2001                          15.0%
              2002                          15.0%
              2003                          20.0%
              2004                          20.0%
              2005                          10.0%

     (b) Except to the extent due or paid sooner pursuant to the provisions of
this Agreement, (i) the aggregate outstanding principal of any Term Loans made
hereunder shall be due and payable in full on the Term Loan Maturity Date and
(ii) the aggregate outstanding principal of the Revolving Loans shall be due and
payable in full on the Revolving Credit Maturity Date.

     (c) In the event that, at any time, the sum of (x) the aggregate principal
amount of Tranche A Revolving Loans outstanding at such time and (y) the
aggregate Tranche A Letter of Credit Exposure of all Lenders at such time shall
exceed the aggregate Tranche A Revolving Credit Commitments at such time (after
giving effect to any concurrent termination or reduction thereof), the Borrower
will immediately prepay the outstanding principal amount of the Tranche A
Revolving Loans in the amount of such excess; provided that, to the extent such
excess amount is greater than the aggregate principal amount of Tranche A
Revolving Loans outstanding immediately prior to the application of such
prepayment, the amount so prepaid shall be retained by the Administrative Agent
and held in the Cash Collateral Account as cover for Tranche A Letter of Credit
Exposure, as more particularly described in Section 3.8, and thereupon such cash
shall be deemed to reduce the aggregate Tranche A Letter of Credit Exposure by
an equivalent amount.

     (d) In the event that, at any time, the aggregate principal amount of
Tranche B Revolving Loans outstanding at such time shall exceed the aggregate
Tranche B Revolving Credit Commitments at such time (after giving effect to any
concurrent termination or reduction thereof), the Borrower will immediately
prepay the outstanding principal amount of the Tranche B Revolving Loans in the
amount of such excess.

     (e) Promptly upon (and in any event not later than five (5) Business Days
after) its receipt thereof, the Borrower will prepay the outstanding principal
amount of the Loans in an amount equal to 50% of the Net Cash Proceeds from any
Equity Issuance or 100% of the Net Cash Proceeds from any Debt Issuance, and
will deliver to the Administrative Agent, concurrently with such prepayment, a
certificate signed by a Financial Officer of the Borrower in form and substance
satisfactory to the Administrative Agent and setting forth the calculation of
such Net Cash Proceeds.



<PAGE>

     (f) Not later than sixty (60) days after its receipt of any proceeds of
insurance, condemnation award (other than awards respecting any billboards or
similar outdoor advertising structures, which awards in the aggregate do not
exceed, in any fiscal year, an amount equal to $5,000,000, or over the term
hereof, an aggregate amount equal to $12,500,000) or other compensation in
respect of any Casualty Event (and in any event upon its determination not to
repair or replace any property subject to such Casualty Event), the Borrower
will prepay the outstanding principal amount of the Loans in an amount equal to
100% of the Net Cash Proceeds from such Casualty Event (less any amounts
theretofore applied or to be applied within one year after the occurrence of
such Casualty Event to the repair or replacement of property subject to such
Casualty Event) and will deliver to the Administrative Agent, concurrently with
such prepayment, a certificate signed by a Financial Officer of the Borrower in
form and substance satisfactory to the Administrative Agent and setting forth
the calculation of such Net Cash Proceeds; provided, however, that,
notwithstanding the foregoing, (i) nothing in this subsection shall be deemed to
limit or otherwise affect any right of the Administrative Agent herein or in any
of the other Credit Documents to receive and hold such proceeds as loss payee
and to disburse the same to the Borrower upon the terms hereof or thereof, or
any obligation of the Borrower and each of its Subsidiaries herein or in any of
the other Credit Documents to remit any such proceeds to the Administrative
Agent upon its receipt thereof, and (ii) any and all such proceeds received or
held by the Administrative Agent or the Borrower or any of its Subsidiaries
during the continuance of an Event of Default (regardless of any proposed or
actual use thereof for repair or replacement) shall be applied to prepay the
outstanding principal amount of the Loans.

     (g) Promptly upon (and in any event not later than five (5) Business Days
after) its receipt thereof, the Borrower will prepay the outstanding principal
amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any
Asset Disposition and will deliver to the Administrative Agent, concurrently
with such prepayment, a certificate signed by a Financial Officer of the
Borrower in form and substance satisfactory to the Administrative Agent and
setting forth the calculation of such Net Cash Proceeds. Notwithstanding the
foregoing, nothing in this subsection shall be deemed to permit any Asset
Disposition not expressly permitted under Section 8.4.

     (h) Concurrently with the delivery of its annual financial statements after
the end of each fiscal year, beginning with the fiscal year ending December 31,
1999, and in any event not later than ninety (90) days after the last day of
each such fiscal year, the Borrower will prepay the outstanding principal amount
of the Loans in an amount equal to the percentage of Excess Cash Flow, if any,
set forth below as determined with respect to the Leverage Ratio as of the end
of such fiscal year, and will deliver to the Administrative Agent, concurrently
with such prepayment, a certificate signed by a Financial Officer of the
Borrower in form and substance satisfactory to the Administrative Agent and
setting forth the calculation of such Excess Cash Flow:



<PAGE>

               Leverage Ratio                     Corresponding Percentage
                 >4.0 to 1.0                           50.0%
                 <4.0 to 1.0                            0.0%

     (i) Each prepayment of the Loans made pursuant to subsections (e) through
(h) above shall be applied (i) first, to reduce the outstanding principal amount
of any Term Loans made hereunder, with such reduction to be applied to the
scheduled principal payments on the Term Loans (as set forth in subsection (a)
above) pro rata over the remainder of the term thereof, (ii) second, to the
extent of any excess remaining after application as provided in clause (i)
above, to reduce the outstanding principal amount of the Revolving Loans on a
pro rata basis, with a corresponding reduction to the Revolving Credit
Commitments as provided in Section 2.5(c), and (iii) third, to the extent of any
excess remaining after application as provided in clauses (i) and (ii) above, to
pay any outstanding Reimbursement Obligations, and thereafter to cash
collateralize Letter of Credit Exposure pursuant to Section 3.8, and within each
Class of Loans shall be applied first to prepay all Base Rate Loans before any
LIBOR Loans are prepaid. Each payment or prepayment pursuant to the provisions
of this Section shall be applied ratably among the Lenders holding the Loans
being prepaid, in proportion to the principal amount held by each.

     (j) Each payment or prepayment of a LIBOR Loan made pursuant to the
provisions of this Section on a day other than the last day of the Interest
Period applicable thereto shall be made together with all amounts required under
Section 2.18 to be paid as a consequence thereof.

     2.7. Voluntary Prepayments. (a) At any time and from time to time, the
Borrower shall have the right to prepay the Loans, in whole or in part, without
premium or penalty (except as provided in clause (iii) below), upon written
notice given to the Administrative Agent not later than 11:00 a.m., Charlotte
time, five (5) Business Days prior to each intended prepayment of LIBOR Loans
two (2) Business Days prior to each intended prepayment of Base Rate Loans,
provided that (i) each partial prepayment shall be in an aggregate principal
amount of not less than (A) $5,000,000 or, if greater, an integral multiple of
$1,000,000 in excess thereof in the case of LIBOR Loans, or (B) $1,000,000 or,
if greater an integral multiple of $500,000 in excess thereof in the case of
Base Rate Loans, (ii) no partial prepayment of LIBOR Loans made pursuant to any
single Borrowing shall reduce the aggregate outstanding principal amount of the
remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any
greater amount not an integral multiple of $1,000,000 in excess thereof, and
(iii) unless made together with all amounts required under Section 2.18 to be
paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be
made only on the last day of the Interest Period applicable thereto. Each such
notice shall specify the proposed date of such prepayment and the aggregate
principal amount, Class and Type of the Loans to be prepaid (and, in the case of
LIBOR Loans, the Interest Period of the Borrowing pursuant to which made), and
shall be irrevocable and shall bind the Borrower to make such prepayment on the
terms specified therein. Revolving Loans (but not Term Loans) prepaid pursuant
to this subsection (a) may be reborrowed, subject to the terms and conditions of
this Agreement.



<PAGE>

     (b) Each prepayment of the Term Loans made pursuant to subsection (a) above
shall be applied to reduce the outstanding principal amount of the Term Loans,
with such reduction to be applied to the scheduled principal payments on the
Term Loans (as set forth in Section 2.6(a)) in the inverse order of maturity.
Each prepayment of the Loans made pursuant to subsection (a) above shall be
applied ratably among the Lenders holding the Loans being prepaid, in proportion
to the principal amount held by each.

     2.8. Interest. (a) The Borrower will pay interest in respect of the unpaid
principal amount of each Loan, from the date of Borrowing thereof until such
principal amount shall be paid in full, (i) at the Adjusted Base Rate applicable
to the Class of such Loan, as in effect from time to time during such periods as
such Loan is a Base Rate Loan, and (ii) at the Adjusted LIBOR Rate applicable to
the Class of such Loan, as in effect from time to time during such periods as
such Loan is a LIBOR Loan.

     (b) Upon the occurrence and during the continuance of an Event of Default
as the result of failure by the Borrower to pay any principal of or interest on
any Loan, any fees or other amount hereunder when due (whether at maturity,
pursuant to acceleration or otherwise), and (at the election of the Required
Lenders) upon the occurrence and during the continuance of any other Event of
Default, all outstanding principal amounts of the Loans and, to the greatest
extent permitted by law, all interest accrued on the Loans and all other accrued
and outstanding fees and other amounts hereunder, shall bear interest at a rate
per annum equal to the interest rate applicable from time to time thereafter to
such Loans (whether the Adjusted Base Rate or the Adjusted LIBOR Rate) plus 2%
(or, in the case of fees and other amounts, at the Adjusted Base Rate plus 2%),
and, in each case, such default interest shall be payable on demand. To the
greatest extent permitted by law, interest shall continue to accrue after the
filing by or against the Borrower of any petition seeking any relief in
bankruptcy or under any law pertaining to insolvency or debtor relief.

     (c) Accrued (and theretofore unpaid) interest shall be payable as follows:

          (i) in respect of each Base Rate Loan (including any Base Rate Loan or
     portion thereof paid or prepaid pursuant to the provisions of Section 2.6,
     except as provided hereinbelow), in arrears on the last Business Day of
     each calendar quarter, beginning with the first such day to occur after the
     Closing Date; provided, that in the event the Loans are repaid or prepaid
     in full and the Commitments have been terminated, then accrued interest in
     respect of all Base Rate Loans shall be payable together with such
     repayment or prepayment on the date thereof;

          (ii) in respect of each LIBOR Loan (including any LIBOR Loan or
     portion thereof paid or prepaid pursuant to the provisions of Section 2.6,
     except as provided hereinbelow), in arrears (y) on the last Business Day of
     the Interest Period applicable thereto (subject to the provisions of clause
     (iv) in Section 2.10) and (z) in addition, in the case of a LIBOR Loan with
     an Interest Period having a duration of six months or longer, on each date
     on which interest would have been payable under clause (y) above had
     successive Interest Periods of three months' duration been applicable to
     such LIBOR



<PAGE>

     Loan; provided, that in the event all LIBOR Loans made pursuant to a single
     Borrowing are repaid or prepaid in full, then accrued interest in respect
     of such LIBOR Loans shall be payable together with such repayment or
     prepayment on the date thereof; and

          (iii) in respect of any Loan, at maturity (whether pursuant to
     acceleration or otherwise) and, after maturity, on demand.

     (d) Nothing contained in this Agreement or in any other Credit Document
shall be deemed to establish or require the payment of interest to any Lender at
a rate in excess of the maximum rate permitted by applicable law. If the amount
of interest payable for the account of any Lender on any interest payment date
would exceed the maximum amount permitted by applicable law to be charged by
such Lender, the amount of interest payable for its account on such interest
payment date shall be automatically reduced to such maximum permissible amount.
In the event of any such reduction affecting any Lender, if from time to time
thereafter the amount of interest payable for the account of such Lender on any
interest payment date would be less than the maximum amount permitted by
applicable law to be charged by such Lender, then the amount of interest payable
for its account on such subsequent interest payment date shall be automatically
increased to such maximum permissible amount, provided that at no time shall the
aggregate amount by which interest paid for the account of any Lender has been
increased pursuant to this sentence exceed the aggregate amount by which
interest paid for its account has theretofore been reduced pursuant to the
previous sentence.

     (e) The Administrative Agent shall promptly notify the Borrower and the
Lenders upon determining the interest rate for each Borrowing of LIBOR Loans
after its receipt of the relevant Notice of Borrowing or Notice of
Conversion/Continuation, and upon each change in the Base Rate; provided,
however, that the failure of the Administrative Agent to provide the Borrower or
the Lenders with any such notice shall neither affect any obligations of the
Borrower or the Lenders hereunder nor result in any liability on the part of the
Administrative Agent to the Borrower or any Lender. Each such determination
(including each determination of the Reserve Requirement) shall, absent manifest
error, be conclusive and binding on all parties hereto.

     2.9. Fees. The Borrower agrees to pay:

     (a) To First Union, for its own account, on the date of its execution of
this Agreement, the fees described in paragraphs (i) and (ii) of the Fee Letter,
in the amounts set forth therein as due and payable on such date and to the
extent not theretofore paid to First Union;

     (b) To the Administrative Agent, for the account of each Lender (other than
First Union) on the Closing Date, the fees set forth in the Supplementary Fee
Letter;

     (c) To the Administrative Agent, for the account of each Lender with a
Tranche A Revolving Credit Commitment, a commitment fee for each calendar
quarter (or portion thereof) for the period from the date of this Agreement to
the Revolving Credit Termination Date, at a per annum rate equal to the
Applicable Margin Percentage in effect for such fee from time to time during
such quarter, on such Lender's ratable share (based on the proportion that its
Tranche A



<PAGE>

Revolving Credit Commitment bears to the aggregate Tranche A Revolving Credit
Commitments) of the average daily aggregate Tranche A Unutilized Revolving
Credit Commitments, payable in arrears (i) on the last Business Day of each
calendar quarter, beginning with the first such day to occur after the Closing
Date, and (ii) on the Revolving Credit Termination Date;

     (d) To the Administrative Agent, for the account of each Lender with a
Tranche B Revolving Credit Commitment, a commitment fee for each calendar
quarter (or portion thereof) for the period from the Note Redemption Closing
Date, if any, to the Revolving Credit Termination Date, at a per annum rate
equal to the Applicable Margin Percentage in effect for such fee from time to
time during such quarter, on such Lender's ratable share (based on the
proportion that its Tranche B Revolving Credit Commitment bears to the aggregate
Tranche B Revolving Credit Commitments) of the average daily aggregate Tranche B
Unutilized Revolving Credit Commitments, payable in arrears (i) on the last
Business Day of each calendar quarter, beginning with the first such day to
occur after the Note Redemption Closing Date, and (ii) on the Revolving Credit
Termination Date;

     (e) To the Administrative Agent, for the account of each Lender, a
commitment fee for each calendar quarter (or portion thereof) for the period
from the date of this Agreement to the earlier of the Note Redemption Closing
Date (if earlier than December 15, 1998) or December 15, 1998, at a per annum
rate equal to 0.250% of the sum of (i) the Tranche B Revolving Credit Commitment
and (ii) the aggregate Term Loan Commitments of all of the Lenders;

     (f) To the Administrative Agent, for the account of each Lender with a
Tranche A Revolving Credit Commitment, a letter of credit fee for each calendar
quarter (or portion thereof) in respect of all Letters of Credit outstanding
during such quarter, at a per annum rate equal to the Applicable Margin
Percentage in effect from time to time during such quarter for Revolving Loans
that are maintained as LIBOR Loans, on such Lender's ratable share (based on the
proportion that its Revolving Credit Commitment bears to the aggregate Revolving
Credit Commitments) of the daily average aggregate Stated Amount of such Letters
of Credit, payable in arrears (i) on the last Business Day of each calendar
quarter, beginning with the first such day to occur after the Closing Date, and
(ii) on the later of the Revolving Credit Termination Date and the date of
termination of the last outstanding Letter of Credit;

     (g) To the applicable Issuing Lender, for its own account, a facing fee for
each calendar quarter (or portion thereof) in respect of all Letters of Credit
outstanding during such quarter, at a per annum rate of 0.125% on the daily
average aggregate Stated Amount of such Letters of Credit (provided, however,
that, notwithstanding the foregoing, the amount of such quarterly fee with
regard to any single Letter of Credit shall not be less than $375.00), payable
in arrears (i) on the last Business Day of each calendar quarter, beginning with
the first such day to occur after the Closing Date, and (ii) on the later of the
Revolving Credit Termination Date and the date of termination of the last
outstanding Letter of Credit;



<PAGE>

     (h) To the Issuing Lender, for its own account, such commissions, issuance
fees, transfer fees and other fees and charges incurred in connection with the
issuance and administration of each Letter of Credit as are customarily charged
from time to time by the Issuing Lender for the performance of such services in
connection with similar letters of credit, or as may be otherwise agreed to by
the Issuing Lender, but without duplication of amounts payable under subsection
(d) above; and

     (i) To the Administrative Agent, for its own account, the annual
administrative fee described in paragraph (iii) of the Fee Letter, on the terms,
in the amount and at the times set forth therein.

     2.10. Interest Periods. Concurrently with the giving of a Notice of
Borrowing or Notice of Conversion/Continuation in respect of any Borrowing
(whether in respect of Term Loans or Revolving Loans) comprised of Base Rate
Loans to be converted into, or LIBOR Loans to be continued as, LIBOR Loans, the
Borrower shall have the right to elect, pursuant to such notice, the interest
period (each, an "Interest Period") to be applicable to such LIBOR Loans, which
Interest Period shall, at the option of the Borrower, be a one, two, three or
six-month period; provided, however, that:

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

          (ii) the initial Interest Period for any LIBOR Loan shall commence on
     the date of the Borrowing of such LIBOR Loan (including the date of any
     continuation of, or conversion into, such LIBOR Loan), and each successive
     Interest Period applicable to such LIBOR Loan shall commence on the day on
     which the next preceding Interest Period applicable thereto expires;

          (iii) LIBOR Loans may not be outstanding under more than seven (7)
     separate Interest Periods at any one time (for which purpose Interest
     Periods shall be deemed to be separate even if they are coterminous);

          (iv) if any Interest Period otherwise would expire on a day that is
     not a Business Day, such Interest Period shall expire on the next
     succeeding Business Day unless such next succeeding Business Day falls in
     another calendar month, in which case such Interest Period shall expire on
     the next preceding Business Day;

          (v) the Borrower may not select any Interest Period that begins prior
     to the Closing Date or that expires (y) after the Term Loan Maturity Date,
     with respect to Term Loans that are to be maintained as LIBOR Loans, or (z)
     after the Revolving Credit Maturity Date, with respect to Revolving Loans
     that are to be maintained as LIBOR Loans;

          (vi) no Interest Period may be selected with respect to the Loans that
     would end after a scheduled date for repayment of principal of the Term
     Loans or reduction of



<PAGE>

     the Revolving Credit Commitment occurring on or after the first day of such
     Interest Period unless, immediately after giving effect to such selection,
     the aggregate principal amount of Loans that are Base Rate Loans or that
     have Interest Periods expiring on or before such principal repayment date
     equals or exceeds the principal amount required to be paid on such
     principal repayment date;

          (vii) if any Interest Period begins on a day for which there is no
     numerically corresponding day in the calendar month during which such
     Interest Period would otherwise expire, such Interest Period shall expire
     on the last Business Day of such calendar month; and

          (viii) if, upon the expiration of any Interest Period applicable to a
     Borrowing of LIBOR Loans, the Borrower shall have failed to elect a new
     Interest Period to be applicable to such LIBOR Loans, then the Borrower
     shall be deemed to have elected to convert such LIBOR Loans into Base Rate
     Loans as of the expiration of the then current Interest Period applicable
     thereto.

     2.11. Conversions and Continuations. (a) The Borrower shall have the right,
on any Business Day occurring on or after the Closing Date, to elect (i) to
convert all or a portion of the outstanding principal amount of any Base Rate
Loans of any Class into LIBOR Loans of the same Class, or to convert any LIBOR
Loans of any Class the Interest Periods for which end on the same day into Base
Rate Loans of the same Class, or (ii) to continue all or a portion of the
outstanding principal amount of any LIBOR Loans of any Class the Interest
Periods for which end on the same day for an additional Interest Period,
provided that (x) any such conversion of LIBOR Loans into Base Rate Loans shall
involve an aggregate principal amount of not less than $1,000,000 or, if
greater, an integral multiple of $500,000 in excess thereof; any such conversion
of Base Rate Loans into, or continuation of, LIBOR Loans shall involve an
aggregate principal amount of not less than $5,000,000 or, if greater, an
integral multiple of $1,000,000 in excess thereof; and no partial conversion of
LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding
principal amount of such LIBOR Loans to less than $5,000,000 or to any greater
amount not an integral multiple of $1,000,000 in excess thereof, (y) except as
otherwise provided in Section 2.16(d), LIBOR Loans may be converted into Base
Rate Loans only on the last day of the Interest Period applicable thereto (and,
in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day
other than the last day of the Interest Period applicable thereto, the Borrower
will pay, upon such conversion, all amounts required under Section 2.18 to be
paid as a consequence thereof), and (z) no conversion of Base Rate Loans into
LIBOR Loans or continuation of LIBOR Loans shall be permitted during the
continuance of a Default or Event of Default.

     (b) The Borrower shall make each such election by giving the Administrative
Agent written notice not later than 1:00 p.m., Charlotte time, three (3)
Business Days prior to the intended effective date of any conversion of Base
Rate Loans into, or continuation of, LIBOR Loans and one (1) Business Day prior
to the intended effective date of any conversion of LIBOR Loans into Base Rate
Loans. Each such notice (each, a "Notice of Conversion/Continuation") shall be
irrevocable, shall be given in the form of Exhibit B-2 and shall specify (x) the
date of



<PAGE>

such conversion or continuation (which shall be a Business Day), (y) in
the case of a conversion into, or a continuation of, LIBOR Loans, the Interest
Period to be applicable thereto, and (z) the aggregate amount, Class and Type of
the Loans being converted or continued. Upon the receipt of a Notice of
Conversion/Continuation, the Administrative Agent will promptly notify each
Lender of the proposed conversion or continuation. In the event that the
Borrower shall fail to deliver a Notice of Conversion/Continuation as provided
herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall
automatically be converted to Base Rate Loans upon the expiration of the then
current Interest Period applicable thereto (unless repaid pursuant to the terms
hereof). In the event the Borrower shall have failed to select in a Notice of
Conversion/Continuation the duration of the Interest Period to be applicable to
any conversion into, or continuation of, LIBOR Loans, then the Borrower shall be
deemed to have selected an Interest Period with a duration of one month.

     2.12. Method of Payments; Computations. (a) All payments by the Borrower
hereunder shall be made without setoff, counterclaim or other defense, in
Dollars and in immediately available funds to the Administrative Agent, for the
account of the Lenders entitled to such payment (except as otherwise expressly
provided herein as to payments required to be made directly to the Issuing
Lender and the Lenders) at its office referred to in Section 11.5, prior to 1:00
p.m., Charlotte time, on the date payment is due. Any payment made as required
hereinabove, but after 12:00 noon, Charlotte time, shall be deemed to have been
made on the next succeeding Business Day. If any payment falls due on a day that
is not a Business Day, then such due date shall be extended to the next
succeeding Business Day (except that in the case of LIBOR Loans to which the
provisions of clause (iv) in Section 2.10 are applicable, such due date shall be
the next preceding Business Day), and such extension of time shall then be
included in the computation of payment of interest, fees or other applicable
amounts.

     (b) The Administrative Agent will distribute to the Lenders like amounts
relating to payments made to the Administrative Agent for the account of the
Lenders as follows: (i) if the payment is received by 12:00 noon, Charlotte
time, in immediately available funds, the Administrative Agent will make
available to each relevant Lender on the same date, by wire transfer of
immediately available funds, such Lender's ratable share of such payment (based
on the percentage that the amount of the relevant payment owing to such Lender
bears to the total amount of such payment owing to all of the relevant Lenders),
and (ii) if such payment is received after 12:00 noon, Charlotte time, or in
other than immediately available funds, the Administrative Agent will make
available to each such Lender its ratable share of such payment by wire transfer
of immediately available funds on the next succeeding Business Day (or in the
case of uncollected funds, as soon as practicable after collected). If the
Administrative Agent shall not have made a required distribution to the
appropriate Lenders as required hereinabove after receiving a payment for the
account of such Lenders, the Administrative Agent will pay to each such Lender,
on demand, its ratable share of such payment with interest thereon at the
Federal Funds Rate for each day from the date such amount was required to be
disbursed by the Administrative Agent until the date repaid to such Lender. The
Administrative Agent will distribute to the Issuing Lender like amounts relating
to payments made to the Administrative Agent for the account of the Issuing
Lender in the same manner, and subject to the same terms and conditions, as set
forth hereinabove with respect to distributions of amounts to the Lenders.



<PAGE>

     (c) Unless the Administrative Agent shall have received written notice from
the Borrower prior to the date on which any payment is due to any Lender
hereunder that such payment will not be made in full, the Administrative Agent
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date, and the Administrative Agent may, in reliance on such
assumption, but shall not be obligated to, cause to be distributed to such
Lender on such due date an amount equal to the amount then due to such Lender.
If and to the extent the Borrower shall not have so made such payment in full to
the Administrative Agent, and without limiting the obligation of the Borrower to
make such payment in accordance with the terms hereof, such Lender shall repay
to the Administrative Agent forthwith on demand such amount so distributed to
such Lender, together with interest thereon for each day from the date such
amount is so distributed to such Lender until the date repaid to the
Administrative Agent, at the Federal Funds Rate.

     (d) All computations of interest hereunder (including computations of the
Reserve Requirement) shall be made on the basis of a year consisting of (i) 360
days with respect to LIBOR Loans and (ii) 365 days with respect to Base Rate
Loans, in each case based on the actual number of days (including the first day,
but excluding the last day) elapsed. All computations of fees hereunder shall be
made on the basis of a year consisting of 360 days.

     2.13. Recovery of Payments. (a) The Borrower agrees that to the extent the
Borrower makes a payment or payments to or for the account of the Administrative
Agent, any Lender or the Issuing Lender, which payment or payments or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside or required to be repaid to a trustee, receiver or any other party
under any bankruptcy, insolvency or similar state or federal law, common law or
equitable cause, then, to the extent of such payment or repayment, the
Obligation intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been received.

     (b) If any amounts distributed by the Administrative Agent to any Lender
are subsequently returned or repaid by the Administrative Agent to the Borrower
or its representative or successor in interest, whether by court order or by
settlement approved by the Lender in question, such Lender will, promptly upon
receipt of notice thereof from the Administrative Agent, pay the Administrative
Agent such amount. If any such amounts are recovered by the Administrative Agent
from the Borrower or its representative or successor in interest, the
Administrative Agent will redistribute such amounts to the Lenders on the same
basis as such amounts were originally distributed.

     2.14. Use of Proceeds. (a) The proceeds of the Term Loans shall be used to
redeem the Senior Notes in full.

     (b) The proceeds of the Revolving Loans shall be used (i) to refinance the
Borrower's existing senior credit facility, (ii) to finance Capital
Expenditures, working capital and general corporate purposes and in accordance
with the terms and provisions of this Agreement (including to finance Permitted
Acquisitions in accordance with the terms and provisions of this Agreement,



<PAGE>

including, without limitation, the provisions set forth in Section 6.9 and
further including the financing of Permitted New Century Equity Investments and
(iii) with respect to amounts borrowed pursuant to Section 2.19 hereof, to
refinance the New Century Credit Facility.

     2.15. Pro Rata Treatment. (a) All fundings, continuations and conversions
of Loans of any Class shall be made by the Lenders pro rata on the basis of
their respective Commitments to provide Loans of such Class (in the case of the
initial funding of Loans of such Class pursuant to Section 2.2) or on the basis
of their respective outstanding Loans of such Class (in the case of
continuations and conversions of Loans of such Class pursuant to Section 2.11,
and additionally in all cases in the event the Commitments have expired or have
been terminated), as the case may be from time to time. All payments on account
of principal of or interest on any Loans, fees or any other Obligations owing to
or for the account of any one or more Lenders shall be apportioned ratably among
such Lenders in proportion to the amounts of such principal, interest, fees or
other Obligations owed to them respectively.

     (b) Each Lender agrees that if it shall receive any amount hereunder
(whether by voluntary payment, realization upon security, exercise of the right
of setoff or banker's lien, counterclaim or cross action, or otherwise, other
than pursuant to Section 11.7) applicable to the payment of any of the
Obligations that exceeds its ratable share (according to the proportion of (i)
the amount of such Obligations due and payable to such Lender at such time to
(ii) the aggregate amount of such Obligations due and payable to all Lenders at
such time) of payments on account of such Obligations then or therewith obtained
by all the Lenders to which such payments are required to have been made, such
Lender shall forthwith purchase from the other Lenders such participations in
such Obligations as shall be necessary to cause such purchasing Lender to share
the excess payment or other recovery ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, such purchase from each such other Lender
shall be rescinded and each such other Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery, together with an
amount equal to such other Lender's ratable share (according to the proportion
of (i) the amount of such other Lender's required repayment to (ii) the total
amount so recovered from the purchasing Lender) of any interest or other amount
paid or payable by the purchasing Lender in respect of the total amount so
recovered. The Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to the provisions of this subsection may, to the
fullest extent permitted by law, exercise any and all rights of payment
(including, without limitation, setoff, banker's lien or counterclaim) with
respect to such participation as fully as if such participant were a direct
creditor of the Borrower in the amount of such participation. If under any
applicable bankruptcy, insolvency or similar law, any Lender receives a secured
claim in lieu of a setoff to which this subsection applies, such Lender shall,
to the extent practicable, exercise its rights in respect of such secured claim
in a manner consistent with the rights of the Lenders entitled under this
subsection to share in the benefits of any recovery on such secured claim.

     2.16. Increased Costs; Change in Circumstances; Illegality; etc. (a) If, at
any time after the date hereof and from time to time, the introduction of or any
change in any applicable law, rule or regulation or in the interpretation or
administration thereof by any Governmental



<PAGE>

Authority charged with the interpretation or administration thereof, or
compliance by any Lender with any guideline or request from any such
Governmental Authority (whether or not having the force of law), shall (i)
subject such Lender to any tax or other charge, or change the basis of taxation
of payments to such Lender, in respect of any of its LIBOR Loans or any other
amounts payable hereunder or its obligation to make, fund or maintain any LIBOR
Loans (other than any change in the rate or basis of tax on the overall net
income of such Lender or its applicable Lending Office), (ii) impose, modify or
deem applicable any reserve, special deposit or similar requirement (other than
as a result of any change in the Reserve Requirement) against assets of,
deposits with or for the account of, or credit extended by, such Lender or its
applicable Lending Office, or (iii) impose on such Lender or its applicable
Lending Office any other condition, and the result of any of the foregoing shall
be to increase the cost to such Lender of making or maintaining any LIBOR Loans
or issuing or participating in Letters of Credit or to reduce the amount of any
sum received or receivable by such Lender hereunder (including in respect of
Letters of Credit), the Borrower will, promptly upon demand therefor by such
Lender, pay to such Lender such additional amounts as shall compensate such
Lender for such increase in costs or reduction in return.

     (b) If, at any time after the date hereof and from time to time, any Lender
shall have reasonably determined that the introduction of or any change in any
applicable law, rule or regulation regarding capital adequacy or in the
interpretation or administration thereof by any Governmental Authority charged
with the interpretation or administration thereof, or compliance by such Lender
with any guideline or request from any such Governmental Authority (whether or
not having the force of law), has or would have the effect, as a consequence of
such Lender's Commitment, Loans or issuance of or participations in Letters of
Credit hereunder, of reducing the rate of return on the capital of such Lender
or any Person controlling such Lender to a level below that which such Lender or
controlling Person could have achieved but for such introduction, change or
compliance (taking into account such Lender's or controlling Person's policies
with respect to capital adequacy), the Borrower will, promptly upon demand
therefor by such Lender therefor, pay to such Lender such additional amounts as
will compensate such Lender or controlling Person for such reduction in return.

     (c) If, on or prior to the first day of any Interest Period, (y) the
Administrative Agent shall have determined that adequate and reasonable means do
not exist for ascertaining the applicable LIBOR Rate for such Interest Period or
(z) the Administrative Agent shall have received written notice from the
Required Lenders of their determination that the rate of interest referred to in
the definition of "LIBOR Rate" upon the basis of which the Adjusted LIBOR Rate
for LIBOR Loans for such Interest Period is to be determined will not adequately
and fairly reflect the cost to such Lenders of making or maintaining LIBOR Loans
during such Interest Period, the Administrative Agent will forthwith so notify
the Borrower and the Lenders. Upon such notice, (i) all then outstanding LIBOR
Loans shall automatically, on the expiration date of the respective Interest
Periods applicable thereto (unless then repaid in full), be converted into Base
Rate Loans, (ii) the obligation of the Lenders to make, to convert Base Rate
Loans into, or to continue, LIBOR Loans shall be suspended (including pursuant
to the Borrowing to which such Interest Period applies), and (iii) any Notice of
Borrowing or Notice of Conversion/Continuation given at any time thereafter with
respect to LIBOR Loans shall be

<PAGE>

deemed to be a request for Base Rate Loans, in each case until the
Administrative Agent or the Required Lenders, as the case may be, shall have
determined that the circumstances giving rise to such suspension no longer exist
(and the Required Lenders, if making such determination, shall have so notified
the Administrative Agent), and the Administrative Agent shall have so notified
the Borrower and the Lenders.

     (d) Notwithstanding any other provision in this Agreement, if, at any time
after the date hereof and from time to time, any Lender shall have determined in
good faith that the introduction of or any change in any applicable law, rule or
regulation or in the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or administration
thereof, or compliance with any guideline or request from any such Governmental
Authority (whether or not having the force of law), has or would have the effect
of making it unlawful for such Lender to make or to continue to make or maintain
LIBOR Loans, such Lender will forthwith so notify the Administrative Agent and
the Borrower. Upon such notice, (i) each of such Lender's then outstanding LIBOR
Loans shall automatically, on the expiration date of the respective Interest
Period applicable thereto (or, to the extent any such LIBOR Loan may not
lawfully be maintained as a LIBOR Loan until such expiration date, upon such
notice), be converted into a Base Rate Loan, (ii) the obligation of such Lender
to make, to convert Base Rate Loans into, or to continue, LIBOR Loans shall be
suspended (including pursuant to any Borrowing for which the Administrative
Agent has received a Notice of Borrowing but for which the Borrowing Date has
not arrived), and (iii) any Notice of Borrowing or Notice of
Conversion/Continuation given at any time thereafter with respect to LIBOR Loans
shall, as to such Lender, be deemed to be a request for a Base Rate Loan, in
each case until such Lender shall have determined that the circumstances giving
rise to such suspension no longer exist and shall have so notified the
Administrative Agent, and the Administrative Agent shall have so notified the
Borrower.

     (e) Determinations by the Administrative Agent or any Lender for purposes
of this Section of any increased costs, reduction in return, market
contingencies, illegality or any other matter shall, absent manifest error, be
conclusive, provided that such determinations are made in good faith. No failure
by the Administrative Agent or any Lender at any time to demand payment of any
amounts payable under this Section shall constitute a waiver of its right to
demand payment of any additional amounts arising at any subsequent time. Nothing
in this Section shall require or be construed to require the Borrower to pay any
interest, fees, costs or other amounts in excess of that permitted by applicable
law.

     2.17. Taxes. (a) Any and all payments by the Borrower hereunder or under
any Note shall be made, in accordance with the terms hereof and thereof, free
and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, other than net income and franchise taxes imposed on the
Administrative Agent or any Lender by the United States or by the jurisdiction
under the laws of which the Administrative Agent or such Lender, as the case may
be, is organized or in which its principal office or (in the case of a Lender)
its applicable Lending Office is located, or any political subdivision or taxing
authority thereof (all such nonexcluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred



<PAGE>

to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes
from or in respect of any sum payable hereunder or under any Note to the
Administrative Agent or any Lender, (i) the sum payable shall be increased as
may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section), the
Administrative Agent or such Lender, as the case may be, receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower will make such deductions, (iii) the Borrower will pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law and (iv) the Borrower will deliver to the
Administrative Agent or such Lender, as the case may be, evidence of such
payment.

     (b) The Borrower will indemnify the Administrative Agent and each Lender
for the full amount of Taxes (including, without limitation, any Taxes imposed
by any jurisdiction on amounts payable under this Section) paid by the
Administrative Agent or such Lender, as the case may be, and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto, whether or not such Taxes were correctly or legally asserted. This
indemnification shall be made within 30 days from the date the Administrative
Agent or such Lender, as the case may be, makes written demand therefor.

     (c) Each of the Administrative Agent and the Lenders agrees that if it
subsequently recovers, or receives a permanent net tax benefit with respect to,
any amount of Taxes (i) previously paid by it and as to which it has been
indemnified by or on behalf of the Borrower or (ii) previously deducted by the
Borrower (including, without limitation, any Taxes deducted from any additional
sums payable under clause (i) of subsection (a) above), the Administrative Agent
or such Lender, as the case may be, shall reimburse the Borrower to the extent
of the amount of any such recovery or permanent net tax benefit (but only to the
extent of indemnity payments made, or additional amounts paid, by or on behalf
of the Borrower under this Section with respect to the Taxes giving rise to such
recovery or tax benefit); provided, however, that the Borrower, upon the request
of the Administrative Agent or such Lender, agrees to repay to the
Administrative Agent or such Lender, as the case may be, the amount paid over to
the Borrower (together with any penalties, interest or other charges), in the
event the Administrative Agent or such Lender is required to repay such amount
to the relevant taxing authority or other Governmental Authority. The
determination by the Administrative Agent or any Lender of the amount of any
such recovery or permanent net tax benefit shall, in the absence of manifest
error, be conclusive and binding.

     (d) If any Lender is incorporated or organized under the laws of a
jurisdiction other than the United States of America or any state thereof (a
"Non-U.S. Lender") and claims exemption from United States withholding tax
pursuant to the Internal Revenue Code, such Non-U.S. Lender will deliver to each
of the Administrative Agent and the Borrower, on or prior to the Closing Date
(or, in the case of a Non-U.S. Lender that becomes a party to this Agreement as
a result of an assignment after the Closing Date, on the effective date of such
assignment), (i) in the case of a Non-U.S. Lender that is a "bank" for purposes
of Section 881(c)(3)(A) of the Internal Revenue Code, a properly completed
Internal Revenue Service Form 4224 or 1001, as applicable (or successor forms),
certifying that such Non-U.S. Lender is entitled to an exemption from or a
reduction of withholding or deduction for or on account of United States federal



<PAGE>

income taxes in connection with payments under this Agreement or any of the
Notes, together with a properly completed Internal Revenue Service Form W-8 or
W-9, as applicable (or successor forms), and (ii) in the case of a Non-U.S.
Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Internal
Revenue Code, a certificate in form and substance reasonably satisfactory to the
Administrative Agent and the Borrower and to the effect that (x) such Non-U.S.
Lender is not a "bank" for purposes of Section 881(c)(3)(A) of the Internal
Revenue Code, is not subject to regulatory or other legal requirements as a bank
in any jurisdiction, and has not been treated as a bank for purposes of any tax,
securities law or other filing or submission made to any governmental authority,
any application made to a rating agency or qualification for any exemption from
any tax, securities law or other legal requirements, (y) is not a 10-percent
shareholder for purposes of Section 881(c)(3)(B) of the Internal Revenue Code
and (z) is not a controlled foreign corporation receiving interest from a
related person for purposes of Section 881(c)(3)(C) of the Internal Revenue
Code, together with a properly completed Internal Revenue Service Form W-8 or
W-9, as applicable (or successor forms). Each such Non-U.S. Lender further
agrees to deliver to each of the Administrative Agent and the Borrower an
additional copy of each such relevant form on or before the date that such form
expires or becomes obsolete or after the occurrence of any event (including a
change in its applicable Lending Office) requiring a change in the most recent
forms so delivered by it, in each case certifying that such Non-U.S. Lender is
entitled to an exemption from or a reduction of withholding or deduction for or
on account of United States federal income taxes in connection with payments
under this Agreement or any of the Notes, 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 event renders
all such forms inapplicable or the exemption to which such forms relate
unavailable and such Non-U.S. Lender notifies the Administrative Agent and the
Borrower that it is not entitled to receive payments without deduction or
withholding of United States federal income taxes. Each such Non-U.S. Lender
will promptly notify the Administrative Agent and the Borrower of any changes in
circumstances that would modify or render invalid any claimed exemption or
reduction.

     (e) If any Lender is entitled to a reduction in (and not a complete
exemption from) the applicable withholding tax, the Borrower and the
Administrative Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable withholding tax after taking into account
such reduction. If any of the forms or other documentation required under
subsection (d) above are not delivered to the Administrative Agent as therein
required, then the Borrower and the Administrative Agent may withhold from any
interest payment to such Lender not providing such forms or other documentation
an amount equivalent to the applicable withholding tax.

     2.18. Compensation. The Borrower will compensate each Lender upon demand
for all losses, expenses and liabilities (including, without limitation, any
loss, expense or liability incurred by reason of the liquidation or reemployment
of deposits or other funds required by such Lender to fund or maintain LIBOR
Loans) that such Lender may incur or sustain (i) if for any reason (other than a
default by such Lender) a Borrowing or continuation of, or conversion into, a
LIBOR Loan does not occur on a date specified therefor in a Notice of Borrowing
or Notice of Conversion/Continuation, (ii) if any repayment, prepayment or
conversion of any



<PAGE>

LIBOR Loan occurs on a date other than the last day of an Interest Period
applicable thereto (including as a consequence of acceleration of the maturity
of the Loans pursuant to Section 9.2), (iii) if any prepayment of any LIBOR Loan
is not made on any date specified in a notice of prepayment given by the
Borrower or (iv) as a consequence of any other failure by the Borrower to make
any payments with respect to any LIBOR Loan when due hereunder. Calculation of
all amounts payable to a Lender under this Section shall be made as though such
Lender had actually funded its relevant LIBOR Loan through the purchase of a
Eurodollar deposit bearing interest at the LIBOR Rate in an amount equal to the
amount of such LIBOR Loan, having a maturity comparable to the relevant Interest
Period; provided, however, that each Lender may fund its LIBOR Loans in any
manner it sees fit and the foregoing assumption shall be utilized only for the
calculation of amounts payable under this Section. Determinations by any Lender
for purposes of this Section of any such losses, expenses or liabilities shall,
absent manifest error, be conclusive, provided that such determinations are made
in good faith.

     2.19. Optional Increase in Tranche A Revolving Credit Commitment.

     (a) Subject to the conditions set forth below, the Borrower may at any time
after the Note Closing Redemption Date but not later than December 15, 1998,
upon at least ten (10) days prior written notice to the Administrative Agent and
the Lenders, request an increase in the total Tranche A Revolving Credit
Commitments by an amount equal to $35,000,000 in connection with a refinancing
of the New Century Credit Facility (referred to in this section as the "Revolver
Increase"). Such increase shall be subject to the following terms and
conditions:

          (i) No Lender shall be deemed to have committed to lend to the
     Borrower any portion of the Revolver Increase or to increase its Tranche A
     Revolving Credit Commitment, it being understood that any Revolver Increase
     shall be funded at the discretion of any Lender and pursuant to paragraphs
     (b) - (d) below.

          (ii) The amount of the Revolver Increase shall be used solely to
     refinance the New Century Credit Facility.

          (iii) The representations and warranties made by the Borrower and
     contained in Article V shall be true and correct on and as of the effective
     date with the same effect as if made on and as of such date (other than
     those representations and warranties that by their terms speak as of a
     particular date, which representations and warranties shall be true and
     correct as of such particular date).

          (iv) No Default or Event of Default shall have occurred and be
     continuing as of the effective date of such increase.

          (v) The Senior Notes shall have been repaid or redeemed in full.

          (vi) New Century shall have become a Subsidiary of the Borrower after,
     among other things, obtaining the consent of the FCC.



<PAGE>

          (vii) First Union's and any other Lender's obligations to consummate
     any additional loans in respect of the Revolver Increase shall be subject
     to the conditions set forth in Sections 4.3 and 4.4 hereof.

          (viii) Once consummated, loans made by any Lenders in connection with
     any Revolver Increase shall be considered for all purposes to be "Tranche A
     Revolving Loans" hereunder.

     (b) The Revolver Increase may be funded either by one or more financial
institutions that are not theretofore Lenders hereunder ("Outside Lenders") and
that are designated by the Borrower to become Lenders (such designation to be
effective only with the prior written consent of the Administrative Agent, which
consent shall not be unreasonably withheld) or by agreeing with an existing
Lender that such Lender's Tranche A Revolving Credit Commitment shall be
increased (thus increasing the total Tranche A Revolving Credit Commitment);
provided that:

          (i) any such Outside Lender shall meet the criteria set forth in the
     definition of Eligible Assignee;

          (ii) the Borrower and the Lender or Outside Lender shall execute and
     deliver to the Administrative Agent, for its acceptance and recording in
     the Register, a Lender Addition and Acknowledgment Agreement substantially
     in the form of Exhibit I attached hereto;

          (iii) the allocations of Tranche A Revolving Loans among the Lenders
     shall be deemed to be amended to reflect the revised Tranche A Revolving
     Credit Commitments of the Lenders, and the Borrower shall pay any amount
     required to be paid pursuant to Section 2.18 hereof resulting from the
     reallocation of Tranche A Revolving Credit Loans in connection with the
     increase in the total Tranche A Revolving Credit Commitments; and

          (iv) the Administrative Agent may request any other documents or
     information in its reasonable discretion in connection with the
     consummation of the Revolver Increase.

     (c) Upon the execution, delivery, acceptance and recording of the Lender
Addition and Acknowledgment Agreement, from and after the effective date
specified therein, such existing Lender shall have a Tranche A Revolving Credit
Commitment as therein set forth or such other Lender shall become a Lender with
a Tranche A Revolving Credit Commitment as therein set forth and all the rights
and obligations of a Lender with such a Tranche A Revolving Credit Commitment
hereunder.

     (d) Upon its receipt of a properly completed and executed Lender Addition
and Acknowledgment Agreement together with any Note or Notes subject to such
addition and assumption and the written consent to such addition and assumption,
the Administrative Agent shall:

          (i) accept such Lender Addition and Acknowledgment Agreement;



<PAGE>

          (ii) record the information contained therein in the Register; and

          (iii) give prompt notice thereof to the Lenders and the Borrower.


                                   ARTICLE III

                                LETTERS OF CREDIT

     3.1. Issuance. Subject to and upon the terms and conditions herein set
forth, so long as no Default or Event of Default has occurred and is continuing,
First Union National Bank, as Issuing Lender, will, at any time and from time to
time on and after the Closing Date and prior to the earlier of (i) the seventh
day prior to the Revolving Credit Maturity Date and (ii) the Revolving Credit
Termination Date, and upon request by the Borrower in accordance with the
provisions of Section 3.2, issue for the account of the Borrower one or more
irrevocable standby letters of credit denominated in Dollars and in a form
customarily used or otherwise approved by such Issuing Lender, and on the
Closing Date Fleet Bank, N.A., as Issuing Lender, shall be deemed to have issued
the Outstanding Letters of Credit (together with all amendments, modifications
and supplements thereto, substitutions therefor and renewals and restatements
thereof, collectively, the "Letters of Credit"); provided, however, that no more
than ten (10) Letters of Credit may be outstanding at any time. The Stated
Amount of each Letter of Credit shall not be less than such amount as may be
acceptable to the Issuing Lender. Notwithstanding the foregoing:

     (a) No Letter of Credit (i) shall have a Stated Amount of less than $20,000
or (ii) shall be issued the Stated Amount upon issuance of which (A) when added
to the aggregate Letter of Credit Exposure of the Lenders at such time, would
exceed $10,000,000 or (B) when added to the sum of (y) the aggregate Letter of
Credit Exposure of all Lenders at such time and (z) the aggregate principal
amount of all Revolving Loans then outstanding, would exceed the aggregate
Revolving Credit Commitments at such time or (c) when added to the sum of (y)
the aggregate Letter of Credit Exposure of all Lenders at such time with respect
to the Tranche A Revolving Loans under which such Letter of Credit is issued and
(z) the aggregate principal amount of all Tranche A Revolving Loans then
outstanding, would exceed the aggregate Tranche A Revolving Credit Commitments
at such time;

     (b) No Letter of Credit shall be issued that by its terms expires later
than the seventh day prior to the Revolving Credit Maturity Date or, in any
event, more than one (1) year after its date of issuance; provided, however,
that a Letter of Credit may, if requested by the Borrower, provide by its terms,
and on terms acceptable to the Issuing Lender, for renewal for successive
periods of one year or less (but not beyond the seventh day prior to the
Revolving Credit Maturity Date), unless and until the Issuing Lender shall have
delivered a notice of nonrenewal to the beneficiary of such Letter of Credit;
and



<PAGE>

     (c) The Issuing Lender shall be under no obligation to issue any Letter of
Credit if, at the time of such proposed issuance, (i) any order, judgment or
decree of any Governmental Authority or arbitrator shall purport by its terms to
enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any
Requirement of Law applicable to the Issuing Lender or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing
Lender refrain from, the issuance of letters of credit generally or such Letter
of Credit in particular or shall impose upon the Issuing Lender with respect to
such Letter of Credit any restriction or reserve or capital requirement (for
which the Issuing Lender is not otherwise compensated) not in effect on the
Closing Date, or any unreimbursed loss, cost or expense that was not applicable,
in effect or known to the Issuing Lender as of the Closing Date and that the
Issuing Lender in good faith deems material to it, or (ii) the Issuing Lender
shall have actual knowledge, or shall have received notice from any Lender or
the Administrative Agent, prior to the issuance of such Letter of Credit that
one or more of the conditions specified in Sections 4.1 (if applicable) or 4.2
are not then satisfied (or have not been waived in writing as required herein)
or that the issuance of such Letter of Credit would violate the provisions of
subsection (a) above.

     (d) All Letters of Credit shall be issued pursuant to and in connection
with the Tranche A Revolving Loans.

     The parties hereto agree that each Outstanding Letter of Credit will be
treated as if it had been originally issued under this Agreement, and as of the
Closing date each Outstanding Letter of Credit shall be deemed to be a Letter of
Credit for all purposes hereunder and under the other Credit Documents.
Specifically, and without limitation of the foregoing or the other provisions of
this Article, (i) the Stated Amount of each Outstanding Letter of Credit, for so
long as the same shall be outstanding, shall be included in calculating (y) the
limit set forth in clause (i) of Section 3.1(a) and (z) the aggregate Letter of
Credit Exposure, (ii) each Lender hereby absolutely and unconditionally agrees
to purchase as of the Closing Date a participation from Fleet Bank, N.A. in each
Outstanding Letter of Credit in accordance with Section 3.3 and to pay to Fleet
Bank, N.A., as Issuing Lender, in accordance with Section 3.5, such Lender's pro
rata share of each payment made by such Issuing Lender under any Outstanding
Letter of Credit, together with interest in accordance with Section 3.5, and
(iii) with respect to each Outstanding Letter of Credit, the Issuing Lender
shall have the benefit of all rights, agreements, covenants and indemnities of
an Issuing Lender set forth in this Agreement and shall comply with all
agreements and obligations set forth herein that bind an Issuing Lender, insofar
as the same apply to Letters of Credit generally. The Borrower agrees to use its
reasonable best efforts to cause the Outstanding Letters of Credit to be
replaced by Letters of Credit to be issued by First Union National Bank, as
Issuing Lender, as soon as reasonably practicable after the Closing.

     3.2. Notices. Whenever the Borrower desires the issuance of a Letter of
Credit (other than any Outstanding Letter of Credit), the Borrower will give the
Issuing Lender written notice with a copy to the Administrative Agent not later
than 1:00 p.m., Charlotte time, three (3) Business Days (or such shorter period
as is acceptable to the Issuing Lender in any given case) prior to the requested
date of issuance thereof. Each such notice (each, a "Letter of Credit Notice")
shall be irrevocable, shall be given in the form of Exhibit B-3 and shall
specify (i) the



<PAGE>

requested date of issuance, which shall be a Business Day, (ii) the requested
Stated Amount and expiry date of the Letter of Credit, and (iii) the name and
address of the requested beneficiary or beneficiaries of the Letter of Credit.
The Borrower will also complete any application procedures and documents
required by the Issuing Lender in connection with the issuance of any Letter of
Credit. Upon its issuance of any Letter of Credit, the Issuing Lender will
promptly notify the Administrative Agent of such issuance, and the
Administrative Agent will give prompt notice thereof to each Lender.

     3.3. Participations. Immediately upon the issuance of any Letter of Credit,
the Issuing Lender shall be deemed to have sold and transferred to each Lender,
and each Lender shall be deemed irrevocably and unconditionally to have
purchased and received from the Issuing Lender, without recourse or warranty, an
undivided interest and participation, pro rata (based on the percentage of the
aggregate Revolving Credit Commitments represented by such Lender's Revolving
Credit Commitment), in such Letter of Credit, each drawing made thereunder and
the obligations of the Borrower under this Agreement with respect thereto and
any Collateral or other security therefor or guaranty pertaining thereto;
provided, however, that the fee relating to Letters of Credit described in
Section 2.9(g) or (h) shall be payable directly to the Issuing Lender as
provided therein, and the Lenders shall have no right to receive any portion
thereof. Upon any change in the Revolving Credit Commitments of any of the
Lenders pursuant to Section 11.7(a), with respect to all outstanding Letters of
Credit and Reimbursement Obligations there shall be an automatic adjustment to
the participations pursuant to this Section to reflect the new pro rata shares
of the assigning Lender and the Assignee.

     3.4. Reimbursement. The Borrower hereby agrees to reimburse the Issuing
Lender by making payment to the Administrative Agent, for the account of the
Issuing Lender, in immediately available funds, for any payment made by the
Issuing Lender under any Letter of Credit (each such amount so paid until
reimbursed, together with interest thereon payable as provided hereinbelow, a
"Reimbursement Obligation") immediately after, and in any event within one (1)
Business Day after its receipt of notice of, such payment (provided that any
such Reimbursement Obligation shall be deemed timely satisfied (but nevertheless
subject to the payment of interest thereon as provided hereinbelow) if satisfied
pursuant to a Borrowing of Revolving Loans made on or prior to the next Business
Day following the date of the Borrower's receipt of notice of such payment),
together with interest on the amount so paid by the Issuing Lender, to the
extent not reimbursed prior to 1:00 p.m., Charlotte time, on the date of such
payment or disbursement, for the period from the date of the respective payment
to the date the Reimbursement Obligation created thereby is satisfied, at the
Adjusted Base Rate applicable to Revolving Loans as in effect from time to time
during such period, such interest also to be payable on demand. The Issuing
Lender will provide the Administrative Agent and the Borrower with prompt notice
of any payment or disbursement made under any Letter of Credit, although the
failure to give, or any delay in giving, any such notice shall not release,
diminish or otherwise affect the Borrower's obligations under this Section or
any other provision of this Agreement. The Administrative Agent will promptly
pay to the Issuing Lender any such amounts received by it under this Section.



<PAGE>

     3.5. Payment by Revolving Loans. In the event that the Issuing Lender makes
any payment under any Letter of Credit and the Borrower shall not have timely
satisfied in full its Reimbursement Obligation to the Issuing Lender pursuant to
Section 3.4, and to the extent that any amounts then held in the Cash Collateral
Account established pursuant to Section 3.8 shall be insufficient to satisfy
such Reimbursement Obligation in full, the Issuing Lender will promptly notify
the Administrative Agent, and the Administrative Agent will promptly notify each
Lender, of such failure. If the Administrative Agent gives such notice prior to
11:00 a.m., Charlotte time, on any Business Day, each Lender will make available
to the Administrative Agent, for the account of the Issuing Lender, its pro rata
share (based on the percentage of the aggregate Revolving Credit Commitments
represented by such Lender's Revolving Credit Commitment) of the amount of such
payment on such Business Day in immediately available funds. If the
Administrative Agent gives such notice after 11:00 a.m., Charlotte time, on any
Business Day, each such Lender shall make its pro rata share of such amount
available to the Administrative Agent on the next succeeding Business Day. If
and to the extent any Lender shall not have so made its pro rata share of the
amount of such payment available to the Administrative Agent, such Lender agrees
to pay to the Administrative Agent, for the account of the Issuing Lender,
forthwith on demand such amount, together with interest thereon at the Federal
Funds Rate for each day from such date until the date such amount is paid to the
Administrative Agent. The failure of any Lender to make available to the
Administrative Agent its pro rata share of any payment under any Letter of
Credit shall not relieve any other Lender of its obligation hereunder to make
available to the Administrative Agent its pro rata share of any payment under
any Letter of Credit on the date required, as specified above, but no Lender
shall be responsible for the failure of any other Lender to make available to
the Administrative Agent such other Lender's pro rata share of any such payment.
Each such payment by a Lender under this Section of its pro rata share of an
amount paid by the Issuing Lender shall constitute a Tranche A Revolving Loan by
such Lender (the Borrower being deemed to have given a timely Notice of
Borrowing therefor) and shall be treated as such for all purposes of this
Agreement; provided that for purposes of determining the aggregate Unutilized
Revolving Credit Commitments immediately prior to giving effect to the
application of the proceeds of such Revolving Loans, the Reimbursement
Obligation being satisfied thereby shall be deemed not to be outstanding at such
time.

     3.6. Payment to Lenders. Whenever the Issuing Lender receives a payment in
respect of a Reimbursement Obligation as to which the Administrative Agent has
received, for the account of the Issuing Lender, any payments from the Lenders
pursuant to Section 3.5, the Issuing Lender will promptly pay to the
Administrative Agent, and the Administrative Agent will promptly pay to each
Lender that has paid its pro rata share thereof, in immediately available funds,
an amount equal to such Lender's ratable share (based on the proportionate
amount funded by such Lender to the aggregate amount funded by all Lenders) of
such Reimbursement Obligation.

     3.7. Obligations Absolute. The Reimbursement Obligations of the Borrower,
and the obligations of the Lenders under Section 3.5 to make payments to the
Administrative Agent, for the account of the Issuing Lender, with respect to
Letters of Credit, shall be irrevocable, shall remain in effect until the
Issuing Lender shall have no further obligations to make any payments



<PAGE>

or disbursements under any circumstances with respect to any Letter of Credit,
and, except to the extent resulting from any gross negligence or willful
misconduct on the part of the Issuing Lender, shall be absolute and
unconditional, shall not be subject to counterclaim, setoff or other defense or
any other qualification or exception whatsoever and shall be made in accordance
with the terms and conditions of this Agreement under all circumstances,
including, without limitation, any of the following circumstances:

     (a) Any lack of validity or enforceability of this Agreement, any of the
other Credit Documents or any documents or instruments relating to any Letter of
Credit;

     (b) Any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations in respect of any Letter of Credit or any
other amendment, modification or waiver of or any consent to departure from any
Letter of Credit or any documents or instruments relating thereto, in each case
whether or not the Borrower has notice or knowledge thereof;

     (c) The existence of any claim, setoff, defense or other right that the
Borrower may have at any time against a beneficiary named in a Letter of Credit,
any transferee of any Letter of Credit (or any Person for whom any such
transferee may be acting), the Administrative Agent, the Issuing Lender, any
Lender or other Person, whether in connection with this Agreement, any Letter of
Credit, the transactions contemplated hereby or any unrelated transactions
(including any underlying transaction between the Borrower and the beneficiary
named in any such Letter of Credit);

     (d) Any draft, certificate or any other document presented under the Letter
of Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect
(provided that such draft, certificate or other document appears on its face to
comply with the terms of such Letter of Credit), any errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
telecopier or otherwise, or any errors in translation or in interpretation of
technical terms;

     (e) Any defense based upon the failure of any drawing under a Letter of
Credit to conform to the terms of the Letter of Credit (provided that any draft,
certificate or other document presented pursuant to such Letter of Credit
appears on its face to comply with the terms thereof), any nonapplication or
misapplication by the beneficiary or any transferee of the proceeds of such
drawing or any other act or omission of such beneficiary or transferee in
connection with such Letter of Credit;

     (f) The exchange, release, surrender or impairment of any Collateral or
other security for the Obligations;

     (g) The occurrence of any Default or Event of Default; or



<PAGE>

     (h) Any other circumstance or event whatsoever, including, without
limitation, any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Borrower or a guarantor.

Any action taken or omitted to be taken by the Issuing Lender under or in
connection with any Letter of Credit, if taken or omitted in the absence of
gross negligence or willful misconduct, shall be binding upon the Borrower and
each Lender and shall not create or result in any liability of the Issuing
Lender to the Borrower or any Lender. It is expressly understood and agreed
that, for purposes of determining whether a wrongful payment under a Letter of
Credit resulted from the Issuing Lender's gross negligence or willful
misconduct, (i) the Issuing Lender's acceptance of documents that appear on
their face to comply with the terms of such Letter of Credit, without
responsibility for further investigation, regardless of any notice or
information to the contrary, (ii) the Issuing Lender's exclusive reliance on the
documents presented to it under such Letter of Credit as to any and all matters
set forth therein, including the amount of any draft presented under such Letter
of Credit, whether or not the amount due to the beneficiary thereunder equals
the amount of such draft and whether or not any document presented pursuant to
such Letter of Credit proves to be insufficient in any respect (so long as such
document appears on its face to comply with the terms of such Letter of Credit),
and whether or not any other statement or any other document presented pursuant
to such Letter of Credit proves to be forged or invalid or any statement therein
proves to be inaccurate or untrue in any respect whatsoever, and (iii) any
noncompliance in any immaterial respect of the documents presented under such
Letter of Credit with the terms thereof shall, in each case, be deemed not to
constitute gross negligence or willful misconduct of the Issuing Lender.

     3.8. Cash Collateral Account. At any time and from time to time (i) after
the occurrence and during the continuance of an Event of Default, the
Administrative Agent, at the direction or with the consent of the Required
Lenders, may require the Borrower to deliver to the Administrative Agent such
additional amount of cash as is equal to the aggregate Stated Amount of all
Letters of Credit at any time outstanding (whether or not any beneficiary under
any Letter of Credit shall have drawn or be entitled at such time to draw
thereunder) and (ii) in the event of a prepayment under Section 2.6(c) or (d),
or to the extent any amount of a required prepayment under any of Sections
2.6(e) through 2.6(h) remains after prepayment of all outstanding Loans and
Reimbursement Obligations and termination of the Commitments, as contemplated by
Section 2.6(i), the Administrative Agent will retain such amount as may then be
required to be retained, such amounts in each case under clauses (i) and (ii)
above to be held by the Administrative Agent in a cash collateral account (the
"Cash Collateral Account"). The Borrower hereby grants to the Administrative
Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and
security interest in the Cash Collateral Account and all amounts held therein
from time to time as security for Letter of Credit Exposure, and for application
to the Borrower's Reimbursement Obligations as and when the same shall arise.
The Administrative Agent shall have exclusive dominion and control, including
the exclusive right of withdrawal, over such account. Other than any interest on
the investment of such amounts in Cash Equivalents, which investments shall be
made at the direction of the Borrower (unless a Default or Event of Default
shall have occurred and be continuing, in which case the determination as to
investments shall be made at the option and in the discretion of the
Administrative Agent),



<PAGE>

amounts in the Cash Collateral Account shall not bear interest. Interest and
profits, if any, on such investments shall accumulate in such account. In the
event of a drawing, and subsequent payment by the Issuing Lender, under any
Letter of Credit at any time during which any amounts are held in the Cash
Collateral Account, the Administrative Agent will deliver to the Issuing Lender
an amount equal to the Reimbursement Obligation created as a result of such
payment (or, if the amounts so held are less than such Reimbursement Obligation,
all of such amounts) to reimburse the Issuing Lender therefor. Any amounts
remaining in the Cash Collateral Account after the expiration of all Letters of
Credit and reimbursement in full of the Issuing Lender for all of its
obligations thereunder shall be held by the Administrative Agent, for the
benefit of the Borrower, to be applied against the Obligations in such order and
manner as the Administrative Agent may direct. If the Borrower is required to
provide cash collateral pursuant to Section 2.6(c) or (d), such amount (to the
extent not applied as aforesaid) shall be returned to the Borrower on demand,
provided that after giving effect to such return (i) the sum of (y) the
aggregate principal amount of all Revolving Loans outstanding at such time and
(z) the aggregate Letter of Credit Exposure of all Lenders at such time would
not exceed the aggregate Revolving Credit Commitments at such time and (ii) no
Default or Event of Default shall have occurred and be continuing at such time.
If the Borrower is required to provide cash collateral as a result of an Event
of Default, such amount (to the extent not applied as aforesaid) shall be
returned to the Borrower within three (3) Business Days after all Events of
Default have been cured or waived.

     3.9. Effectiveness. Notwithstanding any termination of the Revolving Credit
Commitments or repayment of the Loans, or both, the obligations of the Borrower
under this Article shall remain in full force and effect until the Issuing
Lender and the Lenders shall have no further obligations to make any payments or
disbursements under any circumstances with respect to any Letter of Credit.


                                   ARTICLE IV

                             CONDITIONS OF BORROWING

     4.1. Conditions of Initial Borrowing. The obligation of each Lender to make
Loans in connection with the initial Borrowing hereunder, and the obligation of
the Issuing Lender to issue Letters of Credit hereunder on the Closing Date, is
subject to the satisfaction of the following conditions precedent:

     (a) The Administrative Agent shall have received the following, each dated
as of the Closing Date (unless otherwise specified), in sufficient copies for
each Lender:

          (i) A Term Note for each Lender that is a party hereto as of the
     Closing Date, in the amount of such Lender's Term Loan Commitment; a
     Tranche A Revolving Note for each Lender that is a party hereto as of the
     Closing Date, in the amount of such Lender's Tranche A Revolving Credit
     Commitment; and a Tranche B Revolving Note for each Lender that is a party
     hereto as of the Closing Date, in the amount of such Lender's


<PAGE>

     Tranche B  Revolving  Credit  Commitment,  in each case duly  completed  in
     accordance with the relevant  provisions of Section 2.4 and executed by the
     Borrower;

          (ii) the favorable opinions of (A) Graham & Dunn PC, special counsel
     to the Borrower, in substantially the form of Exhibit G-1, and (B) Rubin,
     Winston, Diercks, Harris & Cooke, L.L.P., FCC counsel to the Borrower, in
     substantially the form of Exhibit G-2, in each case addressed to the
     Administrative Agent and the Lenders and addressing such other matters as
     the Administrative Agent or any Lender may reasonably request.

     (b) The Administrative Agent shall have received a certificate, signed by
the president, the chief executive officer or the chief financial officer of the
Borrower, in form and substance satisfactory to the Administrative Agent,
certifying that (i) all representations and warranties of the Borrower contained
in this Agreement and the other Credit Documents are true and correct as of the
Closing Date, both immediately before and after giving effect to the
consummation of the transactions contemplated hereby, the making of the initial
Loans hereunder and the application of the proceeds thereof, (ii) no Default or
Event of Default has occurred and is continuing, both immediately before and
after giving effect to the consummation of the transactions contemplated hereby,
the making of the initial Loans hereunder and the application of the proceeds
thereof, (iii) both immediately before and after giving effect to the
consummation of the transactions contemplated hereby, the making of the initial
Loans hereunder and the application of the proceeds thereof, no Material Adverse
Change has occurred since December 31, 1996, and there exists no event,
condition or state of facts that could reasonably be expected to result in a
Material Adverse Change, and (iv) all conditions to the initial extensions of
credit hereunder set forth in this Section and in Section 4.2 have been
satisfied or waived as required hereunder.

     (c) The Administrative Agent shall have received a certificate of the
secretary or an assistant secretary of each of the Borrower and its
Subsidiaries, in form and substance satisfactory to the Administrative Agent,
certifying (i) that attached thereto is a true and complete copy of the articles
or certificate of incorporation and all amendments thereto of the Borrower or
such Subsidiary, as the case may be, certified as of a recent date by the
Secretary of State (or comparable Governmental Authority) of its jurisdiction of
organization, and that the same has not been amended since the date of such
certification, (ii) in the case of the Borrower, that attached thereto is a true
and complete copy of the bylaws of the Borrower or such Subsidiary, as the case
may be, as then in effect and as in effect at all times from the date on which
the resolutions referred to in clause (iii) below were adopted to and including
the date of such certificate, and (iii) in the case of the Borrower, that
attached thereto is a true and complete copy of resolutions adopted by the board
of directors of the Borrower authorizing the execution, delivery and performance
of this Agreement and the other Credit Documents to which it is a party, and as
to the incumbency and genuineness of the signature of each officer of the
Borrower executing this Agreement or any of such other Credit Documents, and
attaching all such copies of the documents described above.



<PAGE>

     (d) The Administrative Agent shall have received (i) a certificate as of a
recent date of the good standing of each of the Borrower and its Subsidiaries
under the laws of its jurisdiction of organization, from the Secretary of State
(or comparable Governmental Authority) of such jurisdiction, and (ii) a
certificate as of a recent date of the qualification of each of the Borrower and
its Subsidiaries to conduct business as a foreign corporation in each
jurisdiction in which such Person engages in the business of either (A)
broadcasting or outdoor advertising or (B) airport advertising (but, in the case
of this clause (B) only to the extent that any such jurisdiction is one in which
one of such Person's top ten locations for such business (ranked by revenue) is
located), from the Secretary of State (or comparable Governmental Authority) of
such jurisdiction.

     (e) All legal matters, documentation, and corporate or other proceedings
incident to the transactions contemplated hereby shall be satisfactory in form
and substance to the Administrative Agent; all approvals, permits and consents
of any Governmental Authorities or other Persons required in connection with the
execution and delivery of this Agreement and the other Credit Documents and the
consummation of the transactions contemplated hereby and thereby shall have been
obtained, without the imposition of conditions that are not acceptable to the
Administrative Agent, and all related filings, if any, shall have been made, and
all such approvals, permits, consents and filings shall be in full force and
effect and the Administrative Agent shall have received such copies thereof as
it shall have requested; all applicable waiting periods shall have expired
without any adverse action being taken by any Governmental Authority having
jurisdiction; and no action, proceeding, investigation, regulation or
legislation shall have been instituted, threatened or proposed before, and no
order, injunction or decree shall have been entered by, any court or other
Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain
substantial damages in respect of, or that is otherwise related to or arises out
of, this Agreement, any of the other Credit Documents or the consummation of the
transactions contemplated hereby or thereby, or that, in the opinion of the
Administrative Agent, could reasonably be expected to have a Material Adverse
Effect.

     (f) The Administrative Agent shall have received certified reports from an
independent search service satisfactory to it listing any judgment or tax lien
filing or Uniform Commercial Code financing statement that names the Borrower or
any of its Subsidiaries as debtor, from each jurisdiction in which such Person
engages in the business of either (A) broadcasting or outdoor advertising or (B)
airport advertising (but, in the case of this clause (B) only to the extent that
any such jurisdiction is one in which one of such Person's top ten location for
such business (ranked by revenue) is located), and the results thereof shall be
satisfactory to the Administrative Agent.

     (g) Since December 31, 1996, both immediately before and after giving
effect to the consummation of the transactions contemplated by this Agreement,
there shall not have occurred any Material Adverse Change or any event,
condition or state of facts that could reasonably be expected to result in a
Material Adverse Change.

     (h) The Borrower shall have paid (i) to First Union, the unpaid balance of
the fees described in paragraphs (i) and (ii) of the Fee Letter, (ii) to the
Administrative Agent, the initial



<PAGE>

payment of the annual administrative fee described in paragraph (iii) of the Fee
Letter, (iii) to the Administrative Agent, for the benefit of certain Lenders,
the fees set forth in the Supplementary Fee Letters and (iv) all other fees and
expenses of the Administrative Agent, First Union Capital Markets Corporation
and the Lenders required hereunder or under any other Credit Document to be paid
on or prior to the Closing Date (including fees and expenses of counsel) in
connection with this Agreement and the transactions contemplated hereby.

     (i) The Administrative Agent shall have received a Financial Condition
Certificate substantially in the form of Exhibit H, together with the Pro Forma
Balance Sheet and the Projections as described in Sections 5.11(b) and 5.11(c),
all of which shall be in form and substance satisfactory to the Administrative
Agent.

     (j) The Administrative Agent shall have received a Covenant Compliance
Worksheet substantially in the form of Attachment A to Exhibit C, duly completed
and certified by the chief financial officer of the Borrower and in form and
substance satisfactory to the Administrative Agent, demonstrating the Borrower's
compliance with the financial covenants set forth in Sections 7.1 through 7.3,
determined on a pro forma basis as of December 31, 1997 after giving effect to
the making of the initial Loans hereunder and the consummation of the
transactions contemplated hereby.

     (k) The Administrative Agent shall have received evidence in form and
substance reasonably satisfactory to it that all of the requirements of Section
6.6 relating to the maintenance of insurance have been satisfied, including
receipt of certificates of insurance evidencing the insurance coverages
described on Schedule 5.17 and naming the Administrative Agent as loss payee or
additional insured, as its interests may appear.

     (l) The Administrative Agent shall have received an Account Designation
Letter, together with written instructions from an Authorized Officer, including
wire transfer information, directing the payment of the proceeds of the initial
Loans to be made hereunder.

     (m) The Shared Collateral Pledge Agreement shall be in full force and
effect and the Administrative Agent and the Lenders shall have been granted a
valid and fully perfected security interest in the collateral described therein,
pursuant to the terms thereof.

     (n) The Administrative Agent and each Lender shall have received such other
documents, certificates, opinions and instruments in connection with the
transactions contemplated hereby as it shall have reasonably requested.

     4.2. Conditions of Term Loans and Tranche B Revolving Loans. The obligation
of each Lender to make Term Loans and Tranche B Revolving Loans in connection
with a Borrowing on or after the Note Redemption Closing Date is subject to the
satisfaction of the following additional conditions precedent:



<PAGE>

     (a) The Administrative Agent shall have received the following, each dated
as of the Note Redemption Closing Date and, except for any certificates or
instruments required to be delivered under the Pledge Agreement, in sufficient
copies for each Lender:

          (i) The Pledge Agreement duly executed by Borrower;

          (ii) the favorable opinions of (A) Graham & Dunn PC, special counsel
     to the Borrower, in substantially the form of Exhibit G-3, and (B) Rubin,
     Winston, Diercks, Harris & Cooke, L.L.P., FCC counsel to the Borrower, in
     substantially the form of Exhibit G-4, in each case addressed to the
     Administrative Agent and the Lenders and addressing such other matters as
     the Administrative Agent or any Lender may reasonably request.

     (b) The Administrative Agent shall have received a certificate of the
secretary or an assistant secretary of the Borrower and each Subsidiary of the
Borrower, in form and substance satisfactory to the Administrative Agent,
certifying (i) that subsequent to the delivery of the certificate with respect
to such entity required by Section 4.1(c), there has been no amendment to the
articles or certificate of incorporation or bylaws of such entity, and (ii) in
the case of the Borrower and each Subsidiary Pledgor, that attached thereto is a
true and complete copy of resolutions adopted by the Board of Directors of such
entity authorizing the execution, delivery and performance of the Pledge
Agreement and as to the incumbency and genuineness of the signature of each
officer of the Borrower or the Subsidiary Pledgor, as applicable, executing such
documents, and attaching copies of the documents described above.

     (c) The Administrative Agent shall have received a certificate as of a
recent date of the good standing of the Borrower and each Subsidiary under the
laws of its jurisdiction of organization, from the Secretary of State (or
comparable Governmental Authority) of such jurisdiction.

     (d) The Administrative Agent shall have received certified reports from an
independent search service satisfactory to it listing any judgment or tax lien
filing or Uniform Commercial Code financing statement that names the Borrower or
any of its Subsidiaries as debtor in any of the jurisdictions in which such
entity conducts its business (which jurisdictions are listed on Annex A to the
Pledge Agreement), and the results thereof shall be satisfactory to the
Administrative Agent.

     (e) The Administrative Agent shall have received evidence in form and
substance satisfactory to it that all filings, recordings, registrations and
other actions (including, without limitation, the filing of duly completed and
executed UCC-1 financing statements) in each jurisdiction listed on Annex A to
the Pledge Agreement necessary or, in the reasonable opinion of the
Administrative Agent, desirable to perfect the Liens created by the Security
Documents shall have been completed, or arrangements satisfactory to the
Administrative Agent for completion thereof shall have been made.



<PAGE>

     (f) The Administrative Agent shall have received evidence in form and
substance satisfactory to it that all of the Senior Notes have been tendered by
the holders thereof for redemption and cancellation.

     (g) The conditions set forth in Section 4.4 shall have been satisfied.

     4.3. Conditions of Revolver Increase

     The obligation of each Lender (including any lender that was not a Lender
prior to the execution and delivery of a Lender Addition and Acknowledgment
Agreement) to make Revolving Loans in connection with a Borrowing in respect of
the Revolver Increase is subject to the satisfaction of the following additional
conditions precedent:

     (a) The Administrative Agent shall have received the following, each dated
as of the effective date of the Revolver Increase and, except for any
certificates or instruments required to be delivered under the Pledge Agreement,
in sufficient copies for each Lender:

          (i) An amended and restated Tranche A Revolving Note for each Lender
     participating in the Revolver Increase, in the amount of such Lender's
     revised Tranche A Revolving Credit Commitment (after giving effect to such
     Lender's pro rata share of the Revolver Increase) and a new Tranche A
     Revolving Note for any lender who becomes a Lender hereunder pursuant to a
     Lender Addition and Acknowledgment Agreement, in the amount of such
     Lender's Tranche A Revolving Credit Commitment, each duly executed by the
     Borrower; and

          (ii) the favorable opinions of (A) Graham & Dunn, PC, special counsel
     to the Borrower, in substantially the form of Exhibit G-5, and (B) Rubin,
     Winston, Diercks, Harris & Cooke, L.L.P., FCC counsel to the Borrower, in
     substantially the form of Exhibit G-6, in each case addressed to the
     Administrative Agent and the Lenders and addressing such other matters as
     the Administrative Agent or any Lender may reasonably request.

     (b) If applicable, the Administrative Agent shall have received a
certificate of the secretary or an assistant secretary of the general partner of
New Century, in form and substance satisfactory to the Administrative Agent,
certifying (i) that attached thereto is a true and complete copy of the
certificate of limited partnership and all amendments thereto of New Century,
certified as of a recent date by the Secretary of State (or comparable
Governmental Authority) of its jurisdiction of organization, and that the same
has not been amended since the date of such certification, and (ii) that
attached thereto is a true and complete copy of the limited partnership
agreement of New Century, as then in effect.

     (c) The Administrative Agent shall have received a certificate of the
secretary or an assistant secretary of the Borrower and each Subsidiary of the
Borrower, in form and substance satisfactory to the Administrative Agent,
certifying that subsequent to the delivery of the



<PAGE>

certificate with respect to such entity required by Section 4.1(c), there has
been no amendment to the articles or certificate of incorporation or bylaws of
such entity.

     (d) If applicable, the Administrative Agent shall have received a
certificate as of a recent date of the good standing of the Borrower and each
Subsidiary under the laws of its jurisdiction of organization, from the
Secretary of State (or comparable Governmental Authority) of such jurisdiction.

     (e) If applicable, the Administrative Agent shall have received a
certificate as of a recent date of the good standing of New Century under the
laws of its jurisdiction of organization, from the Secretary of State (or
comparable Governmental Authority) of such jurisdiction.

     (f) If applicable, the Administrative Agent shall have received certified
reports from an independent search service satisfactory to it listing any
judgment or tax lien filing or Uniform Commercial Code financing statement that
names New Century as debtor in any of the jurisdictions in which New Century
operates its business, and the results thereof shall be satisfactory to the
Administrative Agent.

     (g) The Administrative Agent shall have received evidence in form and
substance satisfactory to it that all filings, recordings, registrations and
other actions (including, without limitation, the filing of duly completed and
executed UCC-1 financing statements, if applicable) as necessary or, in the
reasonable opinion of the Administrative Agent, desirable to perfect the Liens
created by the Security Documents shall have been completed, or arrangements
satisfactory to the Administrative Agent for completion thereof shall have been
made.

     (h) Each of the conditions set forth in Section 4.4 shall have been
satisfied.

     (i) The Pledge Agreement shall be in full force and effect.

     4.4. Conditions of All Borrowings. The obligation of each Lender to make
any Loans hereunder, including the initial Loans, and the obligation of the
Issuing Lender to issue any Letters of Credit hereunder, is subject to the
satisfaction of the following conditions precedent on the relevant Borrowing
Date or date of issuance:

     (a) The Administrative Agent shall have received a Notice of Borrowing in
accordance with Section 2.2(b), or (together with the Issuing Lender) a Letter
of Credit Notice in accordance with Section 3.2, as applicable;

     (b) Each of the representations and warranties contained in Article V and
in the other Credit Documents shall be true and correct on and as of such
Borrowing Date (including the Closing Date, in the case of the initial Loans
made hereunder) or date of issuance with the same effect as if made on and as of
such date, both immediately before and after giving effect to the Loans to be
made or Letter of Credit to be issued on such date (except to the extent any
such representation or warranty is expressly stated to have been made as of a
specific date, in which



<PAGE>

case such representation or warranty shall be true and correct in all material
respects as of such date); and

     (c) No Default or Event of Default shall have occurred and be continuing on
such date, both immediately before and after giving effect to the Loans to be
made or Letter of Credit to be issued on such date.

     Each giving of a Notice of Borrowing or a Letter of Credit Notice, and the
consummation of each Borrowing or issuance of a Letter of Credit, shall be
deemed to constitute a representation by the Borrower that the statements
contained in subsections (b) and (c) above are true, both as of the date of such
notice or request and as of the relevant Borrowing Date or date of issuance.


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

     To induce the Administrative Agent and the Lenders to enter into this
Agreement and to induce the Lenders to extend the credit contemplated hereby,
the Borrower represents and warrants to the Administrative Agent and the Lenders
as follows:

     5.1. Corporate Organization and Power. Each of the Borrower and its
Subsidiaries (i) is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, (ii) has the
full corporate power and authority to execute, deliver and perform the Credit
Documents to which it is or will be a party, to own and hold its property and to
engage in its business as presently conducted, and (iii) is duly qualified to do
business as a foreign corporation and is in good standing in each jurisdiction
where the nature of its business or the ownership of its properties requires it
to be so qualified, except where the failure to be so qualified would not,
individually or in the aggregate, be reasonably likely to have a Material
Adverse Effect.

     5.2. Authorization; Enforceability. Each of the Borrower and its
Subsidiaries has taken, or on the Closing Date will have taken, all necessary
corporate action to execute, deliver and perform each of the Credit Documents to
which it is or will be a party, and has, or on the Closing Date (or any later
date of execution and delivery) will have, validly executed and delivered each
of the Credit Documents to which it is or will be a party. This Agreement
constitutes, and each of the other Credit Documents upon execution and delivery
will constitute, the legal, valid and binding obligation of each of the Borrower
and its Subsidiaries that is a party hereto or thereto, enforceable against it
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally, by general equitable principles or by
principles of good faith and fair dealing.



<PAGE>

     5.3. No Violation. The execution, delivery and performance by each of the
Borrower and its Subsidiaries of this Agreement and each of the other Credit
Documents to which it is or will be a party, and compliance by it with the terms
hereof and thereof, do not and will not (i) violate any provision of its
articles or certificate of incorporation or bylaws or contravene any other
Requirement of Law applicable to it, (ii) conflict with, result in a breach of
or constitute (with notice, lapse of time or both) a default under any
indenture, agreement or other instrument to which it is a party, by which it or
any of its properties is bound or to which it is subject, or (iii) except for
the Liens granted in favor of the Administrative Agent pursuant to the Security
Documents, result in or require the creation or imposition of any Lien upon any
of its properties or assets. No Subsidiary is a party to any agreement or
instrument or otherwise subject to any restriction or encumbrance that restricts
or limits its ability to make dividend payments or other distributions in
respect of its Capital Stock, to repay Indebtedness owed to the Borrower or any
other Subsidiary, to make loans or advances to the Borrower or any other
Subsidiary, or to transfer any of its assets or properties to the Borrower or
any other Subsidiary, in each case other than such restrictions or encumbrances
existing under or by reason of the Credit Documents or applicable Requirements
of Law.

     5.4. Governmental and Third-Party Authorization; Permits and Licenses. (a)
No consent, approval, authorization or other action by, notice to, or
registration or filing with, any Governmental Authority or other Person is or
will be required as a condition to or otherwise in connection with the due
execution, delivery and performance by each of the Borrower and its Subsidiaries
of this Agreement or any of the other Credit Documents to which it is or will be
a party (or any of the transactions contemplated hereby) or the legality,
validity or enforceability hereof or thereof, other than (i) any filings of
Uniform Commercial Code financing statements, if applicable, and other
instruments and actions necessary to perfect the Liens created by the Security
Documents, and (ii) consents and filings the failure to obtain or make which
would not, individually or in the aggregate, have a Material Adverse Effect.

     (b) Each of the Borrower and its Subsidiaries has, and is in good standing
with respect to, all governmental approvals, licenses, permits and
authorizations necessary to conduct its business as presently conducted and to
own or lease and operate its properties (including without limitation all FCC
Licenses), except for those the failure to obtain which would not be reasonably
likely, individually or in the aggregate, to have a Material Adverse Effect.

     (c) Schedule 5.4 attached hereto accurately and completely lists all
material FCC Licenses granted or assigned to the Borrower or any Subsidiary,
including those under which the Borrower and its Subsidiaries have the right to
operate its respective broadcast stations ("Broadcast Stations") covered thereby
(and includes, with respect to each such license, the city of license and the
call letters, frequency and expiration date thereof). The FCC Licenses listed on
such schedule with respect to any Broadcast Station include all material
authorizations, licenses and permits issued by the FCC that are required or
necessary for the operation of such station and the conduct of the business of
the Borrower and its Subsidiaries with respect to such station, as now conducted
or proposed to be conducted. The FCC Licenses listed in such schedule are on the
date hereof validly issued and in full force and effect. The Borrower and its
Subsidiaries will have fulfilled and performed all of their obligations with
respect thereto



<PAGE>

(including without limitation the filing of all registrations, applications,
reports, and other documents as required by the FCC), except where the failure
to perform such obligations would not reasonably be expected to have a Material
Adverse Effect, and have paid all fees and other amounts required to be paid
under the Communications Act or the FCC Regulations and have full power and
authority to operate thereunder, except for those the failure to pay which would
not be reasonably likely, individually or in the aggregate, to have a Material
Adverse Effect. No event has occurred that would be reasonably likely to result
in the revocation, termination or material adverse modification of any FCC
License or affect materially adversely any rights of the Borrower or any
Subsidiary thereunder, and neither the Borrower nor any Subsidiary has any
reason to believe that any FCC License will not be renewed in the ordinary
course of business.

     5.5. Litigation. Except as set forth on Schedule 5.5, there are no actions,
investigations, suits or proceedings pending or, to the knowledge of the
Borrower, threatened, at law, in equity or in arbitration, before any court,
other Governmental Authority or other Person, (i) against or affecting the
Borrower, any of its Subsidiaries or any of their respective properties that
would, if adversely determined, be reasonably likely to have a Material Adverse
Effect, or (ii) with respect to this Agreement or any of the other Credit
Documents.

     5.6. Taxes. Each of the Borrower and its Subsidiaries has timely filed all
federal, state and local tax returns and reports required to be filed by it and
has paid all taxes, assessments, fees and other charges levied upon it or upon
its properties that are shown thereon as due and payable, other than those that
are being contested in good faith and by proper proceedings and for which
adequate reserves have been established in accordance with GAAP. Such returns
accurately reflect in all material respects all liability for taxes of the
Borrower and its Subsidiaries for the periods covered thereby. There is no
ongoing audit or examination or, to the knowledge of the Borrower, other
investigation by any Governmental Authority of the tax liability of the Borrower
or any of its Subsidiaries, and there is no unresolved claim by any Governmental
Authority concerning the tax liability of the Borrower or any of its
Subsidiaries for any period for which tax returns have been or were required to
have been filed, other than claims for which adequate reserves have been
established in accordance with GAAP. Neither the Borrower nor any of its
Subsidiaries has waived or extended or has been requested to waive or extend the
statute of limitations relating to the payment of any taxes.

     5.7. Subsidiaries. Schedule 5.7 sets forth a list, as of the Closing Date,
of all of the Subsidiaries of the Borrower and, as to each such Subsidiary, the
percentage ownership (direct and indirect) of the Borrower in each class of its
capital stock and each direct owner thereof. Except for the shares of capital
stock expressly indicated on Schedule 5.7, there are no shares of capital stock,
warrants, rights, options or other equity securities, or other Capital Stock of
any Subsidiary of the Borrower outstanding or reserved for any purpose. All
outstanding shares of capital stock of each Subsidiary of the Borrower are duly
and validly issued, fully paid and nonassessable. The Borrower is the sole
legal, record and beneficial owner of, and has good and valid title to, all such
capital stock, free and clear of all Liens other than the Liens created pursuant
to the Shared Collateral Pledge Agreement and the Pledge Agreement.



<PAGE>

     5.8. Full Disclosure. All factual information heretofore or
contemporaneously furnished to the Administrative Agent or any Lender in writing
by or on behalf of the Borrower or any of its Subsidiaries for purposes of or in
connection with this Agreement and the transactions contemplated hereby is, and
all other such factual information hereafter furnished to the Administrative
Agent or any Lender in writing by or on behalf of the Borrower or any of its
Subsidiaries will be, true and accurate in all material respects on the date as
of which such information is dated or certified (or, if such information has
been amended or supplemented, on the date as of which any such amendment or
supplement is dated or certified) and not made incomplete by omitting to state a
material fact necessary to make the statements contained therein, in light of
the circumstances under which such information was provided, not misleading.

     5.9. Margin Regulations. Neither the Borrower nor any of its Subsidiaries
is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose of purchasing or carrying Margin Stock. No
proceeds of the Loans will be used, directly or indirectly, to purchase or carry
any Margin Stock, to extend credit for such purpose or for any other purpose
that would violate or be inconsistent with Regulations G, T, U or X or any
provision of the Exchange Act.

     5.10. No Material Adverse Change. There has been no Material Adverse Change
since the date of the most recent consolidated financial statements of the
Borrower delivered to the Lenders, and there exists no event, condition or state
of facts that could reasonably be expected to result in a Material Adverse
Change, except as disclosed in any reports filed with the Securities and
Exchange Commission.

     5.11. Financial Matters. (a) The Borrower has heretofore furnished to the
Administrative Agent copies of (i) the audited consolidated balance sheets of
the Borrower and its Subsidiaries as of December 31, 1996, 1995, and 1994, and
the related statements of income and cash flows for the fiscal years ended
December 31, 1996, 1995 and 1994, together with the opinion of Ernst & Young
thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and
its Subsidiaries as of September 30, 1997, and the related statements of income
and cash flows for the nine-month period then ended. Such financial statements
have been prepared in accordance with GAAP (subject, with respect to the
unaudited financial statements, to the absence of notes required by GAAP and to
normal year-end adjustments) and present fairly the financial condition of the
Borrower and its Subsidiaries on a consolidated basis as of the respective dates
thereof and the consolidated results of operations of the Borrower and its
Subsidiaries for the respective periods then ended. Except as fully reflected in
the most recent financial statements referred to above and the notes thereto,
there are no material liabilities or obligations with respect to the Borrower or
any of its Subsidiaries of any nature whatsoever (whether absolute, contingent
or otherwise and whether or not due).

     (b) The unaudited pro forma balance sheet of the Borrower as of September
30, 1997, a copy of which has heretofore been delivered to the Administrative
Agent, gives pro forma effect to the consummation of the initial extensions of
credit made under this Agreement, and the payment of transaction fees and
expenses related to the foregoing, all as if such events had



<PAGE>

occurred on such date (the "Pro Forma Balance Sheet"). The Pro Forma Balance
Sheet has been prepared in accordance with GAAP (subject to the absence of
footnotes required by GAAP and subject to normal year-end adjustments) and,
subject to stated assumptions made in good faith and having a reasonable basis
set forth therein, presents fairly the financial condition of the Borrower on an
unaudited pro forma basis as of the date set forth therein after giving effect
to the consummation of the transactions described above.

     (c) The Borrower has prepared, and has heretofore furnished to the
Administrative Agent a copy of, annual projected balance sheets and statements
of income and cash flows of the Borrower for the eight year period beginning
with the year ended December 31, 1997, giving effect to the initial extensions
of credit made under this Agreement, and the payment of transaction fees and
expenses related to the foregoing (the "Projections"). In the opinion of
management of the Borrower, the assumptions used in the preparation of the
Projections were fair, complete and reasonable when made and continue to be
fair, complete and reasonable as of the date hereof. The Projections have been
prepared in good faith by the executive and financial personnel of the Borrower,
are complete and represent a reasonable estimate of the future performance and
financial condition of the Borrower, subject to the uncertainties and
approximations inherent in any projections.

     (d) Each of the Borrower and its Subsidiaries, after giving effect to the
consummation of the transactions contemplated hereby, (i) has capital sufficient
to carry on its businesses as conducted and as proposed to be conducted, (ii)
has assets with a fair salable value, determined on a going concern basis, (y)
not less than the amount required to pay the probable liability on its existing
debts as they become absolute and matured and (z) greater than the total amount
of its liabilities (including identified contingent liabilities, valued at the
amount that can reasonably be expected to become absolute and matured), and
(iii) does not intend to, and does not believe that it will, incur debts or
liabilities beyond its ability to pay such debts and liabilities as they mature.

     5.12. Properties; Assets. (a) Each of the Borrower and its Subsidiaries (i)
has good and marketable title to all real property owned by it, (ii) holds
interests as lessee under valid leases in full force and effect with respect to
all material leased real and personal property used in connection with its
business, (iii) possesses or has rights to use licenses, patents, copyrights,
trademarks, service marks, trade names and other assets sufficient to enable it
to continue to conduct its business substantially as heretofore conducted and
without any material conflict with the rights of others, and (iv) has good title
to all of its other properties and assets reflected in the most recent financial
statements referred to in Section 5.11(a) (except as sold or otherwise disposed
of since the date thereof in the ordinary course of business), in each case
under (i), (ii), (iii) and (iv) above free and clear of all Liens other than
Permitted Liens.

     (b) All of the properties, equipment and systems of the Borrower and the
Subsidiaries are in good repair, working order and condition (ordinary wear and
tear excepted) and are and will be in compliance with all applicable standards,
rules or requirements imposed by (i) any Governmental Authority (including,
without limitation, the FCC); (ii) any FCC License; and (iii) any agreements
with any radio or television networks including without limitation the



<PAGE>

Network Affiliation Agreements, the failure with which to comply would
reasonably be expected to have a Material Adverse Effect.

     5.13. ERISA. Each Plan is and has been administered in compliance in all
material respects with all applicable Requirements of Law, including, without
limitation, the applicable provisions of ERISA and the Internal Revenue Code. No
ERISA Event has occurred and is continuing or, to the knowledge of the Borrower,
is reasonably expected to occur with respect to any Plan, in either case that
would be reasonably likely, individually or in the aggregate, to have a Material
Adverse Effect. No Plan has any Unfunded Pension Liability, and neither the
Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Section 4069 or 4212(c) of ERISA, in either instance where the same
would be reasonably likely, individually or in the aggregate, to have a Material
Adverse Effect. Neither the Borrower nor any ERISA Affiliate is required to
contribute to or has, or has at any time had, any liability to a Multiemployer
Plan.

     5.14. Environmental Matters. (a) No Hazardous Substances are or have been
generated, used, located, released, treated, disposed of or stored by the
Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, by any
other Person (including any predecessor in interest) or otherwise, in, on or
under any portion of any real property, leased or owned, of the Borrower or any
of its Subsidiaries, except in material compliance with all applicable
Environmental Laws, and no portion of any such real property or, to the
knowledge of the Borrower, any other real property at any time leased, owned or
operated by the Borrower or any of its Subsidiaries, has been contaminated by
any Hazardous Substance; and no portion of any real property, leased or owned,
of the Borrower or any of its Subsidiaries has been or is presently the subject
of an environmental audit, assessment or remedial action.

     (b) No portion of any real property, leased or owned, of the Borrower or
any of its Subsidiaries has been used by the Borrower or any of its Subsidiaries
or, to the knowledge of the Borrower, by any other Person, as or for a mine, a
landfill, a dump or other disposal facility, a gasoline service station, or
(other than for petroleum substances stored in the ordinary course of business)
a petroleum products storage facility; no portion of such real property or any
other real property at any time leased, owned or operated by the Borrower or any
of its Subsidiaries has, pursuant to any Environmental Law, been placed on the
"National Priorities List" or "CERCLIS List" (or any similar federal, state or
local list) of sites subject to possible environmental problems; and there are
not and have never been any underground storage tanks situated on any real
property, leased or owned, of the Borrower or any of its Subsidiaries.

     (c) All activities and operations of the Borrower and its Subsidiaries are
in compliance with the requirements of all applicable Environmental Laws, except
to the extent the failure so to comply, individually or in the aggregate, would
not be reasonably likely to have a Material Adverse Effect. Each of the Borrower
and its Subsidiaries has obtained all licenses and permits under Environmental
Laws necessary to its respective operations; all such licenses and permits are
being maintained in good standing; and each of the Borrower and its Subsidiaries
is in compliance with all terms and conditions of such licenses and permits,
except for such licenses and permits the failure to obtain, maintain or comply
with which would not be reasonably likely,



<PAGE>

individually or in the aggregate, to have a Material Adverse Effect. Neither the
Borrower nor any of its Subsidiaries is involved in any suit, action or
proceeding, or has received any notice, complaint or other request for
information from any Governmental Authority or other Person, with respect to any
actual or alleged Environmental Claims that, if adversely determined, would be
reasonably likely, individually or in the aggregate, to have a Material Adverse
Effect; and, to the knowledge of the Borrower, there are no threatened actions,
suits, proceedings or investigations with respect to any such Environmental
Claims, nor any basis therefor.

     5.15. Compliance With Laws. Each of the Borrower and its Subsidiaries has
timely filed all material reports, documents and other materials required to be
filed by it under all applicable Requirements of Law with any Governmental
Authority, has retained all material records and documents required to be
retained by it under all applicable Requirements of Law, and is otherwise in
compliance with all applicable Requirements of Law in respect of the conduct of
its business and the ownership and operation of its properties, except for such
Requirements of Law the failure to comply with which, individually or in the
aggregate, would not be reasonably likely to have a Material Adverse Effect.

     5.16. Regulated Industries. Neither the Borrower nor any of its
Subsidiaries is (i) an "investment company," a company "controlled" by an
"investment company," or an "investment advisor," within the meaning of the
Investment Company Act of 1940, as amended, or (ii) a "holding company," a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company," within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

     5.17. Insurance. Schedule 5.17 sets forth a true and complete summary of
all insurance policies or arrangements carried or maintained by the Borrower and
its Subsidiaries as of the Closing Date, indicating in each case the insurer,
policy number, expiration, amount and type of coverage and deductibles. The
assets, properties and business of the Borrower and its Subsidiaries are insured
against such hazards and liabilities, under such coverages and in such amounts,
as are customarily maintained by prudent companies similarly situated and under
policies issued by insurers of recognized responsibility.

     5.18. Material Contracts. Schedule 5.18 lists, as of the Closing Date, each
"material contract" (within the meaning of Item 601(b)(10) of Regulation S-K
under the Exchange Act) to which the Borrower or any of its Subsidiaries is a
party, by which any of them or their respective properties is bound or to which
any of them is subject (collectively, "Material Contracts"). As of the Closing
Date, except as could not reasonably be expected to have a Material Adverse
Effect, (i) each Material Contract is in full force and effect, and (ii) neither
the Borrower nor any of its Subsidiaries (nor, to the knowledge of the Borrower,
any other party thereto) is in breach of or default under any Material Contract
in any material respect or has given notice of termination or cancellation of
any Material Contract.

     5.19. Security Documents. The provisions of each of the Security Documents
(whether executed and delivered prior to or on the Closing Date or thereafter,
and including without limitation the Shared Collateral Pledge Agreement) are and
will be effective to create in favor of



<PAGE>

the Administrative Agent, for its benefit and the benefit of the Lenders, a
valid and enforceable security interest in and Lien upon all right, title and
interest of each of the Borrower and its Subsidiaries that is a party thereto in
and to the Collateral purported to be pledged by it thereunder and described
therein, and upon (i) the initial extension of credit hereunder, (ii) if
applicable, the filing of appropriately completed Uniform Commercial Code
financing statements and continuations thereof in the jurisdictions specified
therein, and (iii) the possession by the Administrative Agent (or in the case of
the Shared Collateral Pledge Agreement, the trustee thereunder) of any
certificates evidencing the securities pledged thereby, such security interest
and Lien shall constitute a fully perfected and first priority security interest
in and Lien upon such right, title and interest of the Borrower or such
Subsidiary, as applicable, in and to such Collateral, to the extent that such
security interest and Lien can be perfected by such filings, actions and
possession, subject only to Permitted Liens.

     5.20. Labor Relations. Neither the Borrower nor any of its Subsidiaries is
engaged in any unfair labor practice within the meaning of the National Labor
Relations Act of 1947, as amended. There is (i) no unfair labor practice
complaint before the National Labor Relations Board, or grievance or arbitration
proceeding arising out of or under any collective bargaining agreement, pending
or, to the knowledge of the Borrower, threatened, against the Borrower or any of
its Subsidiaries, (ii) no strike, lock-out, slowdown, stoppage, walkout or other
labor dispute pending or, to the knowledge of the Borrower, threatened, against
the Borrower or any of its Subsidiaries, and (iii) to the knowledge of the
Borrower, no petition for certification or union election or union organizing
activities taking place with respect to the Borrower or any of its Subsidiaries.


                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

     The Borrower covenants and agrees that, until the termination of the
Commitments, the termination or expiration of all Letters of Credit and the
payment in full of all principal and interest with respect to the Loans and all
Reimbursement Obligations together with all other amounts then due and owing
hereunder:

     6.1. Financial Statements. The Borrower will deliver to each Lender:

     (a) As soon as available and in any event within fifty (50) days after the
end of each of the first three fiscal quarters of each fiscal year, beginning
with the fiscal quarter ending March 31, 1998, unaudited consolidated balance
sheets of the Borrower and its Subsidiaries as of the end of such fiscal
quarter, unaudited consolidated statements of cash flows for the Borrower and
its Subsidiaries and unaudited consolidated and consolidating statements of
income for the Borrower and its Subsidiaries for the fiscal quarter then ended
and for that portion of the fiscal year then ended, in each case setting forth
comparative consolidated (or consolidating) figures as of the end of and for the
corresponding period in the preceding fiscal year, together with comparative
budgeted figures for the fiscal year then ended, all in reasonable detail and
prepared



<PAGE>

in accordance with GAAP (subject to the absence of notes required by GAAP and
subject to normal year-end adjustments) applied on a basis consistent with that
of the preceding quarter or containing disclosure of the effect on the financial
condition or results of operations of any change in the application of
accounting principles and practices during such quarter; and

     (b) As soon as available and in any event within ninety-five (95) days
after the end of each fiscal year, beginning with the fiscal year ending
December 31, 1997, an audited consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such fiscal year and audited consolidated
statements of income and cash flows for the Borrower and its Subsidiaries for
the fiscal year then ended, including the notes thereto, in each case setting
forth comparative figures as of the end of and for the preceding fiscal year,
all in reasonable detail and certified by the independent certified public
accounting firm regularly retained by the Borrower or another independent
certified public accounting firm of recognized national standing reasonably
acceptable to the Required Lenders, together with (y) a report thereon by such
accountants that is not qualified as to going concern or scope of audit and to
the effect that such financial statements present fairly the consolidated
financial condition and results of operations of the Borrower and its
Subsidiaries as of the dates and for the periods indicated in accordance with
GAAP applied on a basis consistent with that of the preceding year or containing
disclosure of the effect on the financial condition or results of operations of
any change in the application of accounting principles and practices during such
year, and (z) a report by such accountants to the effect that, based on and in
connection with their examination of the financial statements of the Borrower
and its Subsidiaries, they obtained no knowledge of the occurrence or existence
of any Default or Event of Default relating to accounting or financial reporting
matters, or a statement specifying the nature and period of existence of any
such Default or Event of Default disclosed by their audit; provided, however,
that such accountants shall not be liable by reason of the failure to obtain
knowledge of any Default or Event of Default that would not be disclosed or
revealed in the course of their audit examination.

     6.2. Other Business and Financial Information. The Borrower will deliver to
each Lender:

     (a) Concurrently with each delivery of the financial statements described
in Section 6.1, a Compliance Certificate in the form of Exhibit C with respect
to the period covered by the financial statements then being delivered, executed
by a Financial Officer of the Borrower, together with a Covenant Compliance
Worksheet in the form of Attachment A to Exhibit C reflecting the computation of
the financial covenants set forth in Sections 7.1 through 7.3 as of the last day
of the period covered by such financial statements;

     (b) Concurrently with each delivery of the financial statements described
in Section 6.1(b), and in any event not later than ninety (90) days after the
last day of each fiscal year, beginning with the fiscal year ending December 31,
1999, a certificate executed by a Financial Officer of the Borrower in form and
substance satisfactory to the Administrative Agent and setting forth the
calculation of Excess Cash Flow for such fiscal year;



<PAGE>

     (c) As soon as available and in any event within sixty (60) days prior to
the end of each fiscal year, beginning with the fiscal year ending December 31,
1998, a consolidated operating budget for the Borrower and its Subsidiaries for
the succeeding fiscal year (prepared on a quarterly basis), consisting of a
consolidated statement of income, together with a certificate of a Financial
Officer of the Borrower to the effect that such budgets have been prepared in
good faith and are reasonable estimates of the financial position and results of
operations of the Borrower and its Subsidiaries for the period covered thereby;
and as soon as available from time to time thereafter, any modifications or
revisions to or restatements of such budget;

     (d) Promptly upon receipt thereof, copies of any "management letter"
submitted to the Borrower or any of its Subsidiaries by its certified public
accountants in connection with each annual, interim or special audit, and
promptly upon completion thereof, any response reports from the Borrower or any
such Subsidiary in respect thereof;

     (e) Promptly upon the sending, filing or receipt thereof, copies of (i) all
financial statements, reports, notices and proxy statements that the Borrower or
any of its Subsidiaries shall send or make available generally to its
shareholders, (ii) all regular, periodic and special reports, registration
statements and prospectuses (other than on Form S-8) that the Borrower or any of
its Subsidiaries shall render to or file with the Securities and Exchange
Commission, the National Association of Securities Dealers, Inc. or any national
securities exchange, and (iii) all press releases and other statements made
available generally by the Borrower or any of its Subsidiaries to the public
concerning material developments in the business of the Borrower or any of its
Subsidiaries;

     (f) Promptly upon (and in any event within five (5) Business Days after)
any Responsible Officer of the Borrower obtaining knowledge thereof, written
notice of any of the following:

          (i) the occurrence of any Default or Event of Default, together with a
     written statement of a Responsible Officer of the Borrower specifying the
     nature of such Default or Event of Default, the period of existence thereof
     and the action that the Borrower has taken and proposes to take with
     respect thereto;

          (ii) the receipt by the Borrower or any Subsidiary from the FCC or any
     other Governmental Authority or filing or receipt thereof by the Borrower
     or any Subsidiary, (a) a copy of any order or notice of the FCC or any
     other Governmental Authority or any court of competent jurisdiction which
     designates any material license, permit, or authorization ("Authorization")
     of the Borrower or any Subsidiary, or any application therefor, for a
     hearing, or which refuses renewal or extension of, or revokes, materially
     modifies, terminates or suspends any Authorization now or hereafter held by
     the Borrower or any Subsidiary which is required to construct or operate
     any broadcast station or its other businesses in compliance with all
     applicable laws and regulations, (b) a copy of any competing application
     filed with respect to any Authorization of the Borrower or any Subsidiary,
     or any citation, notice of violation or order to show cause issued by the
     FCC or any Governmental Authority with respect to the Borrower or any



<PAGE>

     Subsidiary which is available to the Borrower or any Subsidiary and (c) a
     copy of any notice or application by the Borrower or any Subsidiary
     requesting authority to or notifying the FCC of its intent to cease
     broadcasting on any broadcast station for any period in excess of 10 days.

          (iii) the occurrence of any ERISA Event, together with (x) a written
     statement of a Responsible Officer of the Borrower specifying the details
     of such ERISA Event and the action that the Borrower has taken and proposes
     to take with respect thereto, (y) a copy of any notice with respect to such
     ERISA Event that may be required to be filed with the PBGC and (z) a copy
     of any notice delivered by the PBGC to the Borrower or such ERISA Affiliate
     with respect to such ERISA Event;

          (iv) the occurrence of any of the following: (x) the assertion of any
     Environmental Claim against or affecting the Borrower, any of its
     Subsidiaries or any of their respective real property, leased or owned; (y)
     the receipt by the Borrower or any of its Subsidiaries of notice of any
     alleged violation of or noncompliance with any Environmental Laws; or (z)
     the taking of any remedial action by the Borrower, any of its Subsidiaries
     or any other Person in response to the actual or alleged generation,
     storage, release, disposal or discharge of any Hazardous Substances on, to,
     upon or from any real property leased or owned by the Borrower or any of
     its Subsidiaries; but in each case under clauses (x), (y) and (z) above,
     only to the extent the same would be reasonably likely to have a Material
     Adverse Effect;

          (v) any other matter or event that has, or would be reasonably likely
     to have, a Material Adverse Effect, together with a written statement of a
     Responsible Officer of the Borrower setting forth the nature and period of
     existence thereof and the action that the Borrower has taken and proposes
     to take with respect thereto; and

     (g) As promptly as reasonably possible, such other information about the
business, condition (financial or otherwise), operations or properties of the
Borrower or any of its Subsidiaries (including any Plan and any information
required to be filed under ERISA) as the Administrative Agent or any Lender may
from time to time reasonably request.

     6.3. Corporate Existence; Franchises; Maintenance of Properties. The
Borrower will, and will cause each of its Subsidiaries to, (i) maintain and
preserve in full force and effect its corporate existence, except as expressly
permitted otherwise by Section 8.1, (ii) obtain, maintain and preserve in full
force and effect all other rights, franchises, licenses, permits,
certifications, approvals and authorizations required by Governmental
Authorities and necessary to the ownership, occupation or use of its properties
or the conduct of its business (including the FCC Licenses), except to the
extent the failure to do so would not be reasonably likely to have a Material
Adverse Effect, and (iii) keep all material properties in good working order and
condition (normal wear and tear excepted) and from time to time make all
necessary repairs to and renewals and replacements of such properties, except to
the extent that any of such properties are obsolete or are being replaced.



<PAGE>

     6.4. Compliance with Laws. The Borrower will, and will cause each of its
Subsidiaries to, comply in all respects with all Requirements of Law applicable
in respect of the conduct of its business and the ownership and operation of its
properties (including, without limitation, the Communications Act and the FCC
Regulations), except to the extent the failure so to comply would not be
reasonably likely to have a Material Adverse Effect.

     6.5. Payment of Obligations. The Borrower will, and will cause each of its
Subsidiaries to, (i) pay all liabilities and obligations as and when due
(subject to any applicable subordination provisions), except to the extent
failure to do so would not be reasonably likely to have a Material Adverse
Effect, and (ii) pay and discharge all taxes, assessments and governmental
charges or levies imposed upon it, upon its income or profits or upon any of its
properties, prior to the date on which penalties would attach thereto, and all
lawful claims that, if unpaid, might become a Lien upon any of the properties of
the Borrower or any of its Subsidiaries; provided, however, that neither the
Borrower nor any of its Subsidiaries shall be required to pay any such tax,
assessment, charge, levy or claim that is being contested in good faith and by
proper proceedings and as to which the Borrower or such Subsidiary is
maintaining adequate reserves with respect thereto in accordance with GAAP.

     6.6. Insurance. The Borrower will, and will cause each of its Subsidiaries
to, maintain with financially sound and reputable insurance companies insurance
with respect to its assets, properties and business, against such hazards and
liabilities, of such types and in such amounts, as is customarily maintained by
companies in the same or similar businesses similarly situated, and maintain
such other or additional insurance on such terms and subject to such conditions
as may be required under any Security Document.

     6.7. Maintenance of Books and Records; Inspection. The Borrower will, and
will cause each of its Subsidiaries to, (i) maintain adequate books, accounts
and records, in which full, true and correct entries shall be made of all
financial transactions in relation to its business and properties, and prepare
all financial statements required under this Agreement, in each case in
accordance with GAAP and in compliance with the requirements of any Governmental
Authority having jurisdiction over it, and (ii) permit employees or agents of
the Administrative Agent or any Lender to inspect its properties and examine or
audit its books, records, working papers and accounts and make copies and
memoranda of them, and to discuss its affairs, finances and accounts with its
officers and employees and, upon notice to the Borrower, the independent public
accountants of the Borrower and its Subsidiaries (and by this provision the
Borrower authorizes such accountants to discuss the finances and affairs of the
Borrower and its Subsidiaries), all at such times and from time to time, upon
reasonable notice and during business hours, as may be reasonably requested.

     6.8. Interest Rate Protection. Within ninety (90) days after the Note
Redemption Closing Date, the Borrower shall have entered into or obtained, and
the Borrower will thereafter maintain in full force and effect, Hedge Agreements
in form and substance reasonably satisfactory to the Administrative Agent the
effect of which shall be to fix or limit interest rates payable by the Borrower
as to at least thirty percent (30%) of Total Funded Debt of the Borrower and its
Subsidiaries for a period of not less than three (3) years after such date. The
Borrower



<PAGE>

will deliver to the Administrative Agent, promptly upon receipt thereof, copies
of such Hedge Agreements (and any supplements or amendments thereto), and
promptly upon request therefor, any other information reasonably requested by
the Administrative Agent to evidence its compliance with the provisions of this
Section.

     6.9. Permitted Acquisitions. (a) Subject to the provisions of subsection
(b) below and the requirements contained in the definition of Permitted
Acquisition, and subject to the other terms and conditions of this Agreement,
the Borrower may from time to time on or after the Closing Date effect Permitted
Acquisitions, provided that, with respect to each Permitted Acquisition:

          (i) no Default or Event of Default shall have occurred and be
     continuing at the time of the consummation of such Permitted Acquisition or
     would exist immediately after giving effect thereto;

          (ii) In the event the Leverage Ratio would be greater than 4.0 to 1.0
     after giving effect to such Acquisition, the Acquisition Amount payable in
     cash with respect thereto, together with the aggregate of the Acquisition
     Amounts payable in cash for all other Permitted Acquisitions (excluding any
     Acquisition of additional equity interests in New Century) consummated
     during the same fiscal quarter or the period of three consecutive fiscal
     quarters immediately prior thereto, shall not exceed $50,000,000;

          (iii) In the event the Leverage Ratio would be less than or equal to
     4.0 to 1.0 after giving effect to such Acquisition, the Acquisition Amount
     payable in cash with respect thereto, together with the aggregate of the
     Acquisition Amounts payable in cash for all other Permitted Acquisitions
     (excluding any Acquisition of additional equity interests in New Century)
     consummated during the same fiscal quarter or the period of three
     consecutive fiscal quarters immediately prior thereto, shall not exceed
     $75,000,000; and

          (iv) the Acquisition Amount with respect thereto (regardless of the
     form of consideration) together with the aggregate of the Acquisition
     Amounts (regardless of the form of consideration) for all other Permitted
     Acquisitions (excluding any Acquisition of additional equity interests in
     New Century) consummated during the same fiscal quarter or the period of
     three consecutive fiscal quarters immediately prior thereto, shall not
     exceed $100,000,000.

     (b) Not less than ten (10) Business Days prior to the consummation of any
Permitted Acquisition, the Borrower shall have delivered to the Administrative
Agent and each Lender the following, if such Acquisition (together with any
related transaction or series of related transactions) involves an Acquisition
Amount of $10,000,000 or more:

          (i) a reasonably detailed description of the material terms of such
     Permitted Acquisition (including, without limitation, the purchase price
     and method and structure of payment) and of each Person or business that is
     the subject of such Permitted Acquisition (each, a "Target");



<PAGE>

          (ii) historical financial statements of the Target (or, if there are
     two or more Targets that are the subject of such Permitted Acquisition and
     that are part of the same consolidated group, consolidated historical
     financial statements for all such Targets) for the most recent fiscal year
     available and, if available, for any interim periods since the most recent
     fiscal year-end; and

          (iii) a certificate, in form and substance reasonably satisfactory to
     the Administrative Agent, executed by a Financial Officer of the Borrower
     setting forth the Acquisition Amount and further to the effect that, to the
     best of such individual's knowledge, (x) the consummation of such Permitted
     Acquisition will not result in a violation of any provision of this
     Section, and after giving effect to such Permitted Acquisition and any
     Borrowings made in connection therewith, the Borrower will be in compliance
     with the financial covenants contained in Sections 7.1 through 7.3, such
     compliance determined with regard to calculations made on a pro forma basis
     in accordance with GAAP as if each Target had been consolidated with the
     Borrower for those periods applicable to such covenants (such calculations
     to be attached to the certificate), (y) the Borrower believes in good faith
     that it will continue to comply with such financial covenants for a period
     of one year following the date of the consummation of such Permitted
     Acquisition, and (z) after giving effect to such Permitted Acquisition and
     any Borrowings in connection therewith, the Borrower believes in good faith
     that it will have sufficient availability under the Revolving Credit
     Commitments to meet its ongoing working capital requirements.

     (c) As soon as reasonably practicable after the consummation of any
Permitted Acquisition, the Borrower will deliver to the Administrative Agent and
each Lender a copy of the fully executed acquisition agreement (including
schedules and exhibits thereto) and other material documents and closing papers
delivered in connection therewith.

     (d) The consummation of each Permitted Acquisition shall be deemed to be a
representation and warranty by the Borrower that (except as shall have been
approved in writing by the Required Lenders) all conditions thereto set forth in
this Section and in any description furnished under clause (i) of subsection (b)
above have been satisfied, that the same is permitted in accordance with the
terms of this Agreement, and that the matters certified to by the Financial
Officer of the Borrower in the certificate referred to in clause (iii) of
subsection (b) above are, to the best of such individual's knowledge, true and
correct in all material respects as of the date such certificate is given, which
representation and warranty shall be deemed to be a representation and warranty
as of the date thereof for all purposes hereunder, including, without
limitation, for purposes of Sections 4.2 and 9.1.

     6.10. Creation or Acquisition of Subsidiaries. Subject to the provisions of
Section 8.5, the Borrower may from time to time create or acquire new Wholly
Owned Subsidiaries in connection with Permitted Acquisitions or otherwise, and
the Wholly Owned Subsidiaries of the Borrower may create or acquire new Wholly
Owned Subsidiaries, provided that:



<PAGE>

     (a) Concurrently with (and in any event within ten (10) Business Days
thereafter) the creation or acquisition of any new Subsidiary all or a portion
of the Capital Stock of which is directly owned by the Borrower, the Borrower
will execute and deliver to the Administrative Agent an amendment or supplement
to the Shared Collateral Pledge Agreement or the Pledge Agreement, as
applicable, pursuant to which all of the Capital Stock of such new Subsidiary
owned by the Borrower shall be pledged to the Administrative Agent, together
with the certificates evidencing such Capital Stock and undated stock powers
duly executed in blank; and from and after the Note Redemption Closing Date
concurrently with (and in any event within ten (10) Business Days thereafter)
the creation or acquisition of any new Subsidiary all or a portion of the
Capital Stock of which is directly owned by another Subsidiary (the "Parent
Subsidiary"), the Parent Subsidiary will execute and deliver to the
Administrative Agent an appropriate joinder, amendment or supplement to the
Pledge Agreement, pursuant to which all of the Capital Stock of such new
Subsidiary owned by such Parent Subsidiary shall be pledged to the
Administrative Agent, together with the certificates evidencing such Capital
Stock and undated stock powers duly executed in blank; and

     (b) As promptly as reasonably possible, the Borrower will deliver any such
other documents, certificates and opinions (including opinions of local counsel
in the jurisdiction of organization of each such new Subsidiary), in form and
substance reasonably satisfactory to the Administrative Agent, as the
Administrative Agent may reasonably request in connection therewith and will
take such other action as the Administrative Agent may reasonably request to
create in favor of the Administrative Agent a perfected security interest in the
Collateral being pledged pursuant to the documents described above.

     6.11. Year 2000. The Borrower shall take all action necessary to assure
that the Borrower's computer based systems are able to operate and effectively
process data including dates on and after January 1, 2000. At the request of the
Administrative Agent, the Borrower shall provide the Administrative Agent
assurances reasonably acceptable to the Administrative Agent of the Borrower's
Year 2000 capacity.

     6.12. Further Assurances. The Borrower will, and will cause each of its
Subsidiaries to, make, execute, endorse, acknowledge and deliver any amendments,
modifications or supplements hereto and restatements hereof and any other
agreements, instruments or documents, and take any and all such other actions,
as may from time to time be reasonably requested by the Administrative Agent or
the Required Lenders to perfect and maintain the validity and priority of the
Liens granted pursuant to the Security Documents and to effect, confirm or
further assure or protect and preserve the interests, rights and remedies of the
Administrative Agent and the Lenders under this Agreement and the other Credit
Documents.



<PAGE>

                                   ARTICLE VII

                               FINANCIAL COVENANTS

     The Borrower covenants and agrees that, until the termination of the
Commitments, the termination or expiration of all Letters of Credit and the
payment in full of all principal and interest with respect to the Loans and all
Reimbursement Obligations together with all other amounts then due and owing
hereunder:

     7.1. Leverage Ratio. The Borrower will not permit the Leverage Ratio as of
the last day of any fiscal quarter during the periods set forth below to be
greater than the ratio set forth below opposite such period:

                    Date                              Maximum Leverage Ratio
                    ----                              ----------------------

     December 31, 1997 through June 30, 1999              5.00 : 1.00

     July 1, 1999 through December 31, 1999               4.75 : 1.00

     January 1, 2000 through December 31, 2000            4.50 : 1.00

     January 1, 2001 through December 31, 2001            4.00 : 1.00

     Thereafter                                           3.50 : 1.00

     7.2. Interest Coverage Ratio. The Borrower will not permit the Interest
Coverage Ratio as of the last day of any fiscal quarter during the periods set
forth below to be less than the ratio set forth below opposite such period:

                     Date                        Minimum Interest Coverage Ratio
                     ----                        -------------------------------

     December 31, 1997 through
       December 30, 1998                                 2.00 : 1.00

     Thereafter                                          2.50 : 1.00

     7.3. Fixed Charge Coverage Ratio. The Borrower will not permit the Fixed
Charge Coverage Ratio as of the last day of any fiscal quarter, beginning with
the fiscal quarter ending December 31, 1997, to be less than 1.05 to 1.00.

     7.4. Capital Lease Obligations. The Borrower will not, and will not permit
or cause its Subsidiaries to, incur any Capital Lease Obligations if, after
giving effect to such Capital Lease Obligations the aggregate amount of all
Capital Lease Obligations then outstanding at such time



<PAGE>

would exceed  $15,000,000  (exclusive of Capital Lease Obligations in respect of
any Permitted Corporate Jet Acquisition).

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

     The Borrower covenants and agrees that, until the termination of the
Commitments, the termination or expiration of all Letters of Credit and the
payment in full of all principal and interest with respect to the Loans and all
Reimbursement Obligations together with all other amounts then due and owing
hereunder:

     8.1. Merger; Consolidation. The Borrower will not, and will not permit or
cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into
any consolidation, merger or other combination, or agree to do any of the
foregoing; provided, however, that:

          (i) the Borrower may merge or consolidate with another Person so long
     as (x) the Borrower is the surviving entity, (y) unless such other Person
     is a Wholly Owned Subsidiary immediately prior to giving effect thereto,
     such merger or consolidation shall constitute a Permitted Acquisition and
     the applicable conditions and requirements of Sections 6.9 and 6.10 shall
     be satisfied, and (z) immediately after giving effect thereto, no Default
     or Event of Default would exist;

          (ii) any Subsidiary may merge or consolidate with another Person so
     long as (x) the surviving entity is the Borrower or a Subsidiary, (y)
     unless such other Person is a Wholly Owned Subsidiary immediately prior to
     giving effect thereto, such merger or consolidation shall constitute a
     Permitted Acquisition and the applicable conditions and requirements of
     Sections 6.9 and 6.10 shall be satisfied, and (z) immediately after giving
     effect thereto, no Default or Event of Default would exist.

     8.2. Indebtedness. The Borrower will not, and will not permit or cause any
of its Subsidiaries to, create, incur, assume or suffer to exist any
Indebtedness other than:

          (i) Indebtedness incurred under this Agreement, the Notes and the
     other Credit Documents;

          (ii) Indebtedness existing on the Closing Date and described in
     Schedule 8.2;

          (iii) accrued expenses (including salaries, accrued vacation and other
     compensation), current trade or other accounts payable and other current
     liabilities arising in the ordinary course of business and not incurred
     through the borrowing of money, provided that the same shall be paid when
     due except to the extent being contested in good faith and by appropriate
     proceedings;



<PAGE>

          (iv) loans and advances by the Borrower or any Subsidiary to any other
     Subsidiary or by any Subsidiary to the Borrower, provided that any such
     loan or advance is subordinated in right and time of payment to the
     Obligations;

          (v) Indebtedness of the Borrower under Hedge Agreements required
     pursuant to, and entered into in accordance with, Section 6.8;

          (vi) unsecured Indebtedness of the Borrower that is expressly
     subordinated and made junior in right and time of payment to the
     Obligations and that is evidenced by one or more written agreements or
     instruments having terms, conditions and provisions (including, without
     limitation, provisions relating to principal amount, maturity, covenants,
     defaults, interest, and subordination) satisfactory in form and substance
     to the Required Lenders in their sole discretion and which shall provide,
     at a minimum and without limitation, that such Indebtedness (a) shall
     mature by its terms no earlier than the second anniversary of the Term Loan
     Maturity Date, (b) shall not require any scheduled payment of principal
     prior to the first anniversary of the Term Loan Maturity Date, (c) shall
     have covenants and undertakings that, taken as a whole, are materially less
     restrictive than those contained herein, and (d) shall bear interest at an
     overall rate not exceeding 12.5% per annum and, to the extent payable only
     in cash, at a rate not exceeding 10.5% per annum (the Indebtedness
     described hereinabove, "Subordinated Indebtedness"); provided that, as
     further conditions to the issuance of any Subordinated Indebtedness, (1)
     immediately after giving effect to the issuance of such Subordinated
     Indebtedness, no Default or Event of Default shall exist, (2) all
     agreements and instruments evidencing or governing such Subordinated
     Indebtedness shall have been approved in writing by the Required Lenders
     (or the Administrative Agent on their behalf), and (3) prior to or
     concurrently with the issuance of such Subordinated Indebtedness, the
     Borrower shall have delivered to each Lender a certificate, signed by a
     Financial Officer of the Borrower, satisfactory in form and substance to
     the Required Lenders and to the effect that, after giving effect to the
     incurrence of such Subordinated Indebtedness, the Borrower is in compliance
     with the financial covenants set forth in Sections 7.1 through 7.3, such
     compliance being determined with regard to calculations made on a pro forma
     basis in accordance with GAAP as of the last day of the fiscal quarter then
     most recently ended and as if such Subordinated Indebtedness had been
     incurred on the first day of the period applicable to such covenants (such
     calculations to be attached to such certificate); and provided further that
     the Net Cash Proceeds from the issuance of such Subordinated Indebtedness
     shall be applied to prepay the Loans in accordance with, and to the extent
     required under, the provisions of Section 2.6(e); notwithstanding the
     foregoing limitations, the Borrower may suffer to exist the Existing
     Subordinated Indebtedness subject to the terms of Section 8.9;

          (vii) purchase money Indebtedness of the Borrower and its Subsidiaries
     incurred solely to finance the payment of all or part of the purchase price
     of any equipment, real property or other fixed assets acquired in the
     ordinary course of business (but excluding Indebtedness in respect of
     Capital Lease Obligations, which are subject to Section 7.4), and any
     renewals, refinancings or replacements thereof (subject to the



<PAGE>

     limitations on the principal amount thereof set forth in this clause
     (vii)), which Indebtedness shall not exceed $5,000,000 in aggregate
     principal amount outstanding at any time;

          (viii) Capital Lease Obligations permitted under Section 7.4;

          (ix) Indebtedness in respect of performance bonds the outstanding
     amount of which may not exceed $20,000,000 in the aggregate at any time;

          (x) Contingent Obligations not to exceed $25,000,000 in the aggregate
     at any time (in addition to Indebtedness in respect of performance bonds as
     described in clause (ix) above;

          (xi) Indebtedness in respect of the Senior Notes (but no refinancings
     or replacements thereof); and

          (xii) other unsecured Indebtedness not exceeding $5,000,000 in
     aggregate principal amount outstanding at any time.

     8.3. Liens. The Borrower will not, and will not permit or cause any of its
Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer
to exist, any Lien upon or with respect to any part of its property or assets,
whether now owned or hereafter acquired, or file or permit the filing of, or
permit to remain in effect, any financing statement or other similar notice of
any Lien with respect to any such property, asset, income or profits under the
Uniform Commercial Code of any state or under any similar recording or notice
statute, or agree to do any of the foregoing, other than the following
(collectively, "Permitted Liens"):

          (i) Liens created under the Security Documents;

          (ii) Liens in existence on the Closing Date and set forth on Schedule
     8.3;

          (iii) Liens imposed by law, such as Liens of carriers, warehousemen,
     mechanics, materialmen and landlords, and other similar Liens incurred in
     the ordinary course of business for sums not constituting borrowed money
     that are not overdue for a period of more than sixty (60) days or that are
     being contested in good faith by appropriate proceedings and for which
     adequate reserves have been established in accordance with GAAP (if so
     required);

          (iv) Liens (other than any Lien imposed by ERISA, the creation or
     incurrence of which would result in an Event of Default under Section
     9.1(k)) incurred in the ordinary course of business in connection with
     worker's compensation, unemployment insurance or other forms of
     governmental insurance or benefits, or to secure the performance of letters
     of credit, bids, tenders, statutory obligations, surety and appeal bonds,
     leases, government contracts and other similar obligations (other than
     obligations for borrowed money) entered into in the ordinary course of
     business;



<PAGE>

          (v) Liens for taxes, assessments or other governmental charges or
     statutory obligations that are not delinquent or remain payable without any
     penalty or that are being contested in good faith by appropriate
     proceedings and for which adequate reserves have been established in
     accordance with GAAP (if so required);

          (vi) Liens securing the purchase money Indebtedness permitted under
     clause (vii) of Section 8.2, provided that any such Lien (a) shall attach
     to such property concurrently with or within ten (10) days after the
     acquisition thereof by the Borrower or such Subsidiary, (b) shall not
     exceed the lesser of (y) the fair market value of such property or (z) the
     cost thereof to the Borrower or such Subsidiary and (c) shall not encumber
     any other property of the Borrower or any of its Subsidiaries;

          (vii) any attachment or judgment Lien not constituting an Event of
     Default under Section 9.1(i) that is being contested in good faith by
     appropriate proceedings and for which adequate reserves have been
     established in accordance with GAAP (if so required);

          (viii) Liens arising from the filing, for notice purposes only, of
     financing statements in respect of true leases;

          (ix) Liens on Borrower Margin Stock, to the extent the fair market
     value thereof exceeds 25% of the fair market value of the assets of the
     Borrower and its Subsidiaries (including Borrower Margin Stock);

          (x) with respect to any real property occupied by the Borrower or any
     of its Subsidiaries, all easements, rights of way, licenses and similar
     encumbrances on title that do not materially impair the use of such
     property for its intended purposes; and

          (xi) Liens attributable to Capital Leases permitted under Section 7.4
     hereof.

     8.4. Disposition of Assets. The Borrower will not, and will not permit or
cause any of its Subsidiaries to, sell, assign, lease, convey, transfer or
otherwise dispose of (whether in one or a series of transactions) all or any
portion of its assets, business or properties (including, without limitation,
any Capital Stock of any Subsidiary), or enter into any arrangement with any
Person providing for the lease by the Borrower or any Subsidiary as lessee of
any asset that has been sold or transferred by the Borrower or such Subsidiary
to such Person, or agree to do any of the foregoing, except for:

          (i) sales of inventory and licenses or leases of intellectual property
     and other assets, in each case in the ordinary course of business;

          (ii) the sale or exchange of used or obsolete equipment to the extent
     (y) the proceeds of such sale are applied towards, or such equipment is
     exchanged for,



<PAGE>

     replacement equipment or (z) such equipment is no longer necessary for the
     operations of the Borrower or its applicable Subsidiary in the ordinary
     course of business;

          (iii) the sale or other disposition by the Borrower and its
     Subsidiaries of any Borrower Margin Stock to the extent the fair market
     value thereof exceeds 25% of the fair market value of the assets of the
     Borrower and its Subsidiaries (including Borrower Margin Stock), provided
     that fair value is received in exchange therefor;

          (iv) the sale, lease or other disposition of assets by a Subsidiary of
     the Borrower to the Borrower or to a Subsidiary if, immediately after
     giving effect thereto, no Default or Event of Default would exist; and

          (v) the sale or disposition of assets outside the ordinary course of
     business for fair value and for cash, provided that (w) the Net Cash
     Proceeds from such sales or dispositions, when aggregated with the Net Cash
     Proceeds from all other sales and dispositions not otherwise specifically
     permitted under this Section that are consummated during the same fiscal
     quarter or the period of three consecutive fiscal quarters immediately
     prior thereto, do not exceed $500,000 in the aggregate for the Borrower and
     its Subsidiaries during any fiscal year, (x) such Net Cash Proceeds are
     delivered to the Administrative Agent promptly after receipt thereof for
     application in prepayment of the Loans in accordance with the provisions of
     Section 2.6(i), (y) in no event shall the Borrower or any of its
     Subsidiaries sell or otherwise dispose of any of the Capital Stock of any
     Subsidiary, and (z) immediately after giving effect thereto, no Default or
     Event of Default would exist.

     8.5. Investments; LMA's. (a) The Borrower will not, and will not permit or
cause any of its Subsidiaries to, directly or indirectly, purchase, own, invest
in or otherwise acquire any Capital Stock, evidence of indebtedness or other
obligation or security or any interest whatsoever in any other Person, or make
or permit to exist any loans, advances or extensions of credit to, or any
investment in cash or by delivery of property in, any other Person, or purchase
or otherwise acquire (whether in one or a series of related transactions) any
portion of the assets, business or properties of another Person (including
pursuant to an Acquisition), or create or acquire any Subsidiary, or become a
partner or joint venturer in any partnership or joint venture (collectively,
"Investments"), or make a commitment or otherwise agree to do any of the
foregoing, other than:

          (i) Cash Equivalents;

          (ii) Investments consisting of purchases and acquisitions of
     inventory, supplies, materials and equipment or licenses or leases of
     intellectual property and other assets, in each case in the ordinary course
     of business,

          (iii) Investments consisting of loans and advances to employees for
     reasonable travel, relocation and business expenses in the ordinary course
     of business, extensions of trade credit in the ordinary course of business,
     and prepaid expenses incurred in the ordinary course of business;



<PAGE>

          (iv) without duplication, Investments consisting of intercompany
     Indebtedness permitted under clause (iv) of Section 8.2;

          (v) Investments existing on the Closing Date and described in Schedule
     8.5;

          (vi) Investments of the Borrower under Hedge Agreements required
     pursuant to, and entered into in accordance with, Section 6.8;

          (vii) Investments consisting of the making of capital contributions or
     the purchase of Capital Stock (a) by the Borrower or any Subsidiary in any
     other Wholly Owned Subsidiary that is (or immediately after giving effect
     to such Investment will be) a Subsidiary, provided that the Borrower
     complies with the provisions of Section 6.10, and (b) by any Subsidiary in
     the Borrower;

          (viii) Permitted New Century Equity Investments; and

          (ix) Permitted Acquisitions.

     (b) Neither the Borrower nor any of its Subsidiaries will enter into any
LMA or incur any LMA Obligations (except for LMA's pursuant to Permitted LMA
Agreements and except for any other LMA's involving aggregate consideration,
other payments or the incurrence or assumption of liabilities not to exceed
$25,000,000 at any time) without, in either case, the prior written approval of
the Required Lenders (which approval shall not be unreasonably withheld).

     8.6. Restricted Payments. (a) The Borrower will not, and will not permit or
cause any of its Subsidiaries to, directly or indirectly, declare or make any
dividend payment, or make any other distribution of cash, property or assets, in
respect of any of its Capital Stock or any warrants, rights or options to
acquire its Capital Stock, or purchase, redeem, retire or otherwise acquire for
value any shares of its Capital Stock or any warrants, rights or options to
acquire its Capital Stock, or set aside funds for any of the foregoing, except
that:

          (i) the Borrower may declare and make dividend payments or other
     distributions payable solely in its common stock;

          (ii) each Wholly Owned Subsidiary of the Borrower may declare and make
     dividend payments or other distributions to the Borrower or another Wholly
     Owned Subsidiary of the Borrower, to the extent not prohibited under
     applicable Requirements of Law; and

          (iii) the Borrower may declare and make cash dividend payments in
     respect of its Capital Stock in any fiscal year in an aggregate amount not
     to exceed 25% of the Borrower's Excess Cash Flow for the immediately
     preceding fiscal year; provided, however, that notwithstanding the
     foregoing the Borrower may declare and make cash



<PAGE>

     dividend payments totaling not more than $1,500,000 per calendar year as
     long as no Event of Default exists as of the time of payment or would
     result therefrom.

     (b) The Borrower will not, and will not permit or cause any of its
Subsidiaries to, make (or give any notice in respect of) any voluntary or
optional payment or prepayment of principal on any Subordinated Indebtedness, or
directly or indirectly make any redemption (including pursuant to any change of
control provision), retirement, defeasance or other acquisition for value of any
Subordinated Indebtedness, or make any deposit or otherwise set aside funds for
any of the foregoing purposes unless such payment or prepayment is made in an
amount equal to no more than 110.0% of the principal amount thereof.

     (c) The Borrower will not, and will not permit or cause any of its
Subsidiaries to, make (or give any notice in respect of) any voluntary or
optional payment of principal on any Senior Notes, or directly or indirectly
make any redemption (including pursuant to any change in control provision),
retirement, defeasance or other acquisition for value of any Senior Notes, or
make any deposit or otherwise set aside funds for any of the foregoing purposes;
provided, however, that on or before December 15, 1998 the Borrower may make a
Borrowing of Term Loans to redeem in full the Senior Notes subject to the
conditions set forth in Article IV hereof.

     8.7. Transactions with Affiliates. The Borrower will not, and will not
permit or cause any of its Subsidiaries to, enter into any transaction
(including, without limitation, any purchase, sale, lease or exchange of
property or the rendering of any service) with any officer, director,
stockholder or other Affiliate of the Borrower or any Subsidiary, except in the
ordinary course of its business and upon fair and reasonable terms that are no
less favorable to it than would obtain in a comparable arm's length transaction
with a Person other than an Affiliate of the Borrower or such Subsidiary;
provided, however, that nothing contained in this Section shall prohibit:

          (i) transactions described on Schedule 8.7 or otherwise expressly
     permitted under this Agreement; and

          (ii) the payment by the Borrower of reasonable and customary fees to
     members of its board of directors.

     8.8. Lines of Business. The Borrower will not, and will not permit or cause
any of its Subsidiaries to, engage in any business other than the businesses
engaged in by it on the date hereof and businesses and activities reasonably
related thereto.

     8.9. Certain Amendments. The Borrower will not, and will not permit or
cause any of its Subsidiaries to, (i) amend, modify or waive, or permit the
amendment, modification or waiver of any provision of any agreement or
instrument evidencing or governing any Senior Notes, or (ii) amend, modify or
waive, or permit the amendment, modification or waiver of, any provision of any
agreement or instrument evidencing or governing any Subordinated Indebtedness
(including the Existing Subordinated Indebtedness), the effect of which would be
to (a) increase the principal amount due thereunder, (b) shorten or accelerate
the time of payment of any amount due thereunder, (c) increase the applicable
interest rate or amount of any fees or costs due

<PAGE>



thereunder,  (d) amend any of the subordination provisions thereunder (including
any of the definitions  relating  thereto),  (e) make any covenant  therein more
restrictive or add any new covenant,  or (f) otherwise  materially and adversely
affect the  Lenders,  or breach or  otherwise  violate any of the  subordination
provisions  applicable  thereto,  including,  without  limitation,  restrictions
against payment of principal and interest thereon, (iii) amend, modify or change
any provision of its articles or certificate of incorporation or bylaws,  or the
terms of any class or series of its Capital  Stock,  other than in a manner that
could not reasonably be expected to adversely affect the Lenders, or (iv) amend,
modify or change any provision of any  Permitted  LMA Agreement  other than in a
manner that could not reasonably be expected to adversely affect the Lenders.

     8.10. Limitation on Certain Restrictions. The Borrower will not, and will
not permit or cause any of its Subsidiaries to, directly or indirectly, create
or otherwise cause or suffer to exist or become effective any restriction or
encumbrance on (i) the ability of the Borrower and its Subsidiaries to perform
and comply with their respective obligations under the Credit Documents or (ii)
the ability of any Subsidiary of the Borrower to make any dividend payments or
other distributions in respect of its Capital Stock, to repay Indebtedness owed
to the Borrower or any other Subsidiary, to make loans or advances to the
Borrower or any other Subsidiary, or to transfer any of its assets or properties
to the Borrower or any other Subsidiary, in each case other than such
restrictions or encumbrances existing under or by reason of the Credit Documents
or applicable Requirements of Law.

     8.11. No Other Negative Pledges. The Borrower will not, and will not permit
or cause any of its Subsidiaries to, directly or indirectly, enter into or
suffer to exist any agreement or restriction that prohibits or conditions the
creation, incurrence or assumption of any Lien upon or with respect to any part
of its property or assets, whether now owned or hereafter acquired, or agree to
do any of the foregoing, other than as set forth in (i) this Agreement and the
Security Documents, (ii) any agreement or instrument creating a Permitted Lien
(but only to the extent such agreement or restriction applies to the assets
subject to such Permitted Lien), and (iii) operating leases of real or personal
property entered into by the Borrower or any of its Subsidiaries as lessee in
the ordinary course of business.

     8.12. Fiscal Year. The Borrower will not, and will not permit or cause any
of its Subsidiaries to, change the ending date of its fiscal year to a date
other than December 31.

     8.13. Accounting Changes. The Borrower will not, and will not permit or
cause any of its Subsidiaries to, make or permit any material change in its
accounting policies or reporting practices, except as may be required by GAAP.



<PAGE>

                                   ARTICLE IX

                                EVENTS OF DEFAULT

     9.1. Events of Default. The occurrence of any one or more of the following
events shall constitute an "Event of Default":

     (a) The Borrower shall fail to pay any principal of any Loan, any
Reimbursement Obligation, any fee or any other Obligation when due or any
interest in respect of any Loan within three (3) days after the date on which
such interest is due;

     (b) The Borrower shall fail to observe, perform or comply with any
condition, covenant or agreement contained in any of Sections 2.14, 6.1, 6.2,
6.3(i), 6.8, 6.9, 6.10 or in Article VII or Article VIII;

     (c) The Borrower or any of its Subsidiaries shall fail to observe, perform
or comply with any condition, covenant or agreement contained in this Agreement
or any of the Credit Documents other than those enumerated in subsections (a)
and (b) above, and such failure (i) is deemed by the terms of the relevant
Credit Document to constitute an Event of Default and (ii) shall continue
unremedied for any grace period specifically applicable thereto or, if no such
grace period is applicable, for a period of thirty (30) days after the earlier
of (y) the date on which a Responsible Officer of the Borrower acquires
knowledge thereof and (z) the date on which written notice thereof is delivered
by the Administrative Agent or any Lender to the Borrower;

     (d) There shall occur a "Default" under the Monterey Credit Agreement or
the Utica Credit Agreement.

     (e) Any representation or warranty made or deemed made by or on behalf of
the Borrower or any of its Subsidiaries in this Agreement, any of the other
Credit Documents or in any certificate, instrument, report or other document
furnished in connection herewith or therewith or in connection with the
transactions contemplated hereby or thereby shall prove to have been false or
misleading in any material respect as of the time made, deemed made or
furnished;

     (f) The Borrower or any of its Subsidiaries shall (i) fail to pay when due
(whether by scheduled maturity, acceleration or otherwise and after giving
effect to any applicable grace period) any principal of or interest on any
Funded Debt (other than the Funded Debt incurred pursuant to this Agreement)
having an aggregate principal amount of at least $1,000,000 or other
Indebtedness having an aggregate principal amount of at least $2,000,000, or
(ii) fail to observe, perform or comply with any condition, covenant or
agreement contained in any agreement or instrument evidencing or relating to any
such Funded Debt or Indebtedness, as applicable, or any other event shall occur
or condition exist in respect thereof, and the effect of such failure, event or
condition is to cause, or permit the holder or holders of such Indebtedness (or
a trustee or Administrative Agent on its or their behalf) to cause (with the
giving of notice, lapse of time, or



<PAGE>

both), such Indebtedness to become due, or to be prepaid, redeemed, purchased or
defeased, prior to its stated maturity;

     (g) The Borrower or any of its Subsidiaries shall (i) file a voluntary
petition or commence a voluntary case seeking liquidation, winding-up,
reorganization, dissolution, arrangement, readjustment of debts or any other
relief under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to controvert in a timely and appropriate manner, any
petition or case of the type described in subsection (g) below, (iii) apply for
or consent to the appointment of or taking possession by a custodian, trustee,
receiver or similar official for or of itself or all or a substantial part of
its properties or assets, (iv) fail generally, or admit in writing its
inability, to pay its debts generally as they become due, (v) make a general
assignment for the benefit of creditors or (vi) take any corporate action to
authorize or approve any of the foregoing;

     (h) Any involuntary petition or case shall be filed or commenced against
the Borrower or any of its Subsidiaries seeking liquidation, winding-up,
reorganization, dissolution, arrangement, readjustment of debts, the appointment
of a custodian, trustee, receiver or similar official for it or all or a
substantial part of its properties or any other relief under the Bankruptcy Code
or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, and such petition or case shall continue undismissed and
unstayed for a period of sixty (60) days; or an order, judgment or decree
approving or ordering any of the foregoing shall be entered in any such
proceeding;

     (i) Any one or more money judgments, writs or warrants of attachment,
executions or similar processes involving an aggregate amount (exclusive of
amounts fully bonded or covered by insurance as to which the surety or insurer,
as the case may be, has acknowledged its liability in writing) in excess of
$5,000,000 shall be entered or filed against the Borrower or any of its
Subsidiaries or any of their respective properties and the same shall not be
dismissed, stayed or discharged for a period of thirty (30) days or in any event
later than five days prior to the date of any proposed sale thereunder;

     (j) Any Security Document to which the Borrower or any of its Subsidiaries
is now or hereafter a party shall for any reason cease to be in full force and
effect or cease to be effective to give the Administrative Agent a valid and
perfected security interest in and Lien upon the Collateral purported to be
covered thereby, subject to no Liens other than Permitted Liens, in each case
unless any such cessation occurs in accordance with the terms thereof or is due
to any act or failure to act on the part of the Administrative Agent or any
Lender; or the Borrower or any such Subsidiary shall assert any of the
foregoing;

     (k) Any ERISA Event shall occur or exist with respect to any Plan or
Multiemployer Plan and, as a result thereof, together with all other ERISA
Events then existing, the Borrower and its ERISA Affiliates would be reasonably
likely to incur liability to any one or more Plans or Multiemployer Plans or to
the PBGC (or to any combination thereof) in excess of $1,000,000;



<PAGE>

     (l) The Borrower or any Subsidiary (a "Credit Party") shall lose, fail to
keep in force, suffer the termination, suspension or revocation of or terminate,
forfeit or suffer an amendment to any license at any time held by it, the loss,
termination, suspension or revocation of which could have a Material Adverse
Effect; any Governmental Authority shall conduct a hearing on the renewal of any
license (with respect to basic qualification issues) held by a Credit Party, and
there shall have been designated against the Credit Party an issue as to whether
such Credit Party possesses the minimum qualifications required to hold a
broadcast license and the Required Lenders reasonably believe that the result
thereof is likely to be the termination, revocation, suspension or material
adverse amendment of such license (it being understood that the filing of a
petition to deny the renewal of any FCC License shall not be sufficient to
invoke the Lenders' rights pursuant to this paragraph); or any Governmental
Authority shall commence an action or proceeding seeking the termination,
suspension, revocation or material adverse amendment of any license held by any
Credit Party, and the result thereof, in the reasonable opinion of the Required
Lenders, is likely to be the termination, suspension, revocation or material
adverse amendment of such license that would have a Material Adverse Effect;

     (m) Any one or more Environmental Claims shall have been asserted against
the Borrower or any of its Subsidiaries (or a reasonable basis shall exist
therefor); the Borrower and its Subsidiaries would be reasonably likely to incur
liability as a result thereof; and such liability would be reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect;

     (n) The failure of the Ackerley Family to own, of record and beneficially,
with full power to vote, at least 51% of the voting stock of the Borrower. As
used herein, "Ackerley Family" means (i) Barry A. Ackerley and the spouse and
lineal descendants of Barry A. Ackerley, whether by blood or adoption, (ii) any
trusts for the exclusive benefit of the individuals referred to in clause (i)
above or the executor or administrator of the estate of or other legal
representative of the individuals referred to in clause (i) above, and (iii) any
other Person, at least a majority of the outstanding voting stock of which is
owned, of record and beneficially, by any of the Persons referred to in clause
(i) or (ii) above.

     9.2. Remedies: Termination of Commitments, Acceleration, etc. Upon and at
any time after the occurrence and during the continuance of any Event of
Default, the Administrative Agent shall at the direction, or may with the
consent, of the Required Lenders, take any or all of the following actions at
the same or different times:

     (a) Declare the Commitments and the Issuing Lender's obligation to issue
Letters of Credit, to be terminated, whereupon the same shall terminate
(provided that, upon the occurrence of an Event of Default pursuant to Section
9.1(g) or Section 9.1(h), the Commitments and the Issuing Lender's obligation to
issue Letters of Credit shall automatically be terminated);

     (b) Declare all or any part of the outstanding principal amount of the
Loans to be immediately due and payable, whereupon the principal amount so
declared to be immediately due and payable, together with all interest accrued
thereon and all other amounts payable under this Agreement, the Notes and the
other Credit Documents, shall become immediately due and payable without
presentment, demand, protest, notice of intent to accelerate or other notice or



<PAGE>

legal process of any kind, all of which are hereby knowingly and expressly
waived by the Borrower (provided that, upon the occurrence of an Event of
Default pursuant to Section 9.1(g) or Section 9.1(h), all of the outstanding
principal amount of the Loans and all other amounts described in this subsection
(b) shall automatically become immediately due and payable without presentment,
demand, protest, notice of intent to accelerate or other notice or legal process
of any kind, all of which are hereby knowingly and expressly waived by the
Borrower);

     (c) Direct the Borrower to deposit (and the Borrower hereby agrees,
forthwith upon receipt of notice of such direction from the Administrative
Agent, to deposit) with the Administrative Agent from time to time such
additional amount of cash as is equal to the aggregate Stated Amount of all
Letters of Credit then outstanding (whether or not any beneficiary under any
Letter of Credit shall have drawn or be entitled at such time to draw
thereunder), such amount to be held by the Administrative Agent in the Cash
Collateral Account as security for the Letter of Credit Exposure as described in
Section 3.8; and

     (d) Exercise all rights and remedies available to it under this Agreement,
the other Credit Documents and applicable law.

     To enforce the provisions of this Section 9.2, the Administrative Agent is
empowered to seek from the FCC and any other Governmental Authority, to the
extent required, consent to or approval of an involuntary transfer of control of
the Borrower or any of its Subsidiaries for the purpose of seeking a bona fide
purchaser to whom control will ultimately be transferred. The Borrower hereby
agrees to authorize and to cause its Subsidiaries to authorize such an
involuntary transfer of control upon the request of the Administrative Agent
after and during the continuation of an Event of Default and, without limiting
any rights of the Administrative Agent under this Agreement, authorize the
Administrative Agent to nominate a trustee or receiver to assume control,
subject only to any required judicial, FCC and other Governmental Authority
consent, in order to effectuate the transactions contemplated hereby. Such
trustee or receiver shall have all the rights and powers as provided to it by
law, court order or to the Administrative Agent under this Agreement. The
Borrower shall cooperate fully and cause its Subsidiaries to cooperate fully in
obtaining the consent of the FCC and the approval or consent of each other
Governmental Authority required to effectuate the foregoing. The Borrower shall
further use its best efforts, and will cause its Subsidiaries to use their best
efforts, to assist in obtaining consent or approval of the FCC and any other
Governmental Authority, if required, for any action or transactions contemplated
by this Agreement including, without limitation, the preparation, execution and
filing with the FCC of the transferor's portion of any application or
applications for consent to the transfer of control necessary or appropriate
under the FCC's rules and regulations for approval of the transfer or assignment
of any portion of the Collateral. If the Borrower fails to execute or cause the
execution of such applications, requests for consent or other instruments, the
clerk of any court that has jurisdiction over the Credit Documents may execute
and file the same on behalf of the Borrower or its Subsidiaries.

     9.3. Remedies: Set-Off. Subject to Section 2.15(b), in addition to all
other rights and remedies available under the Credit Documents or applicable law
or otherwise, upon and at any time after the occurrence and during the
continuance of any Event of Default, each Lender may,



<PAGE>

and each is hereby authorized by the Borrower, at any such time and from time to
time, to the fullest extent permitted by applicable law, without presentment,
demand, protest or other notice of any kind, all of which are hereby knowingly
and expressly waived by the Borrower, to set off and to apply any and all
deposits (general or special, time or demand, provisional or final) and any
other property at any time held (including at any branches or agencies, wherever
located), and any other indebtedness at any time owing, by such Lender to or for
the credit or the account of the Borrower against any or all of the Obligations
to such Lender now or hereafter existing, whether or not such Obligations may be
contingent or unmatured, the Borrower hereby granting to each Lender a
continuing security interest in and Lien upon all such deposits and other
property as security for such Obligations. Each Lender agrees promptly to notify
the Borrower and the Administrative Agent after any such set-off and
application; provided, however, that the failure to give such notice shall not
affect the validity of such set-off and application.


                                    ARTICLE X

                            THE ADMINISTRATIVE AGENT

     10.1. Appointment. Each Lender hereby irrevocably appoints and authorizes
First Union to act as Administrative Agent hereunder and under the other Credit
Documents and to take such actions as Administrative Agent on its behalf
hereunder and under the other Credit Documents, and to exercise such powers and
to perform such duties, as are specifically delegated to the Administrative
Agent by the terms hereof or thereof, together with such other powers and duties
as are reasonably incidental thereto.

     10.2. Nature of Duties. The Administrative Agent shall have no duties or
responsibilities other than those expressly set forth in this Agreement and the
other Credit Documents. The Administrative Agent shall not have, by reason of
this Agreement or any other Credit Document, a fiduciary relationship in respect
of any Lender; and nothing in this Agreement or any other Credit Document,
express or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent any obligations or liabilities in respect of this
Agreement or any other Credit Document except as expressly set forth herein or
therein. The Administrative Agent may execute any of its duties under this
Agreement or any other Credit Document by or through agents or attorneys-in-fact
and shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact that it selects with reasonable care. The Administrative Agent
shall be entitled to consult with legal counsel, independent public accountants
and other experts selected by it with respect to all matters pertaining to this
Agreement and the other Credit Documents and its duties hereunder and thereunder
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. The Lenders hereby acknowledge that the Administrative Agent shall not
be under any duty to take any discretionary action permitted to be taken by it
pursuant to the provisions of this Agreement or any other Credit Document unless
it shall be requested in writing to do so by the Required Lenders (or, where a
higher percentage of the Lenders is expressly required hereunder, such Lenders).



<PAGE>

     10.3. Exculpatory Provisions. Neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (i) liable for any action taken or omitted to be taken by it or such
Person under or in connection with the Credit Documents, except for its or such
Person's own gross negligence or willful misconduct, (ii) responsible in any
manner to any Lender for any recitals, statements, information, representations
or warranties herein or in any other Credit Document or in any document,
instrument, certificate, report or other writing delivered in connection
herewith or therewith, for the execution, effectiveness, genuineness, validity,
enforceability or sufficiency of this Agreement or any other Credit Document, or
for the financial condition of the Borrower, its Subsidiaries or any other
Person, or (iii) required to ascertain or make any inquiry concerning the
performance or observance of any of the terms, provisions or conditions of this
Agreement or any other Credit Document or the existence or possible existence of
any Default or Event of Default, or to inspect the properties, books or records
of the Borrower or any of its Subsidiaries.

     10.4. Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any notice,
statement, consent or other communication (including, without limitation, any
thereof by telephone, telecopy, telex, telegram or cable) believed by it in good
faith to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons. The Administrative Agent may deem and treat each
Lender as the owner of its interest hereunder for all purposes hereof unless and
until a written notice of the assignment, negotiation or transfer thereof shall
have been given to the Administrative Agent in accordance with the provisions of
this Agreement. The Administrative Agent shall be entitled to refrain from
taking or omitting to take any action in connection with this Agreement or any
other Credit Document (i) if such action or omission would, in the reasonable
opinion of the Administrative Agent, violate any applicable law or any provision
of this Agreement or any other Credit Document or (ii) unless and until it shall
have received such advice or concurrence of the Required Lenders (or, where a
higher percentage of the Lenders is expressly required hereunder, such Lenders)
as it deems appropriate or it shall first have been indemnified to its
satisfaction by the Lenders against any and all liability and expense (other
than liability and expense arising from its own gross negligence or willful
misconduct) that may be incurred by it by reason of taking, continuing to take
or omitting to take any such action. Without limiting the foregoing, no Lender
shall have any right of action whatsoever against the Administrative Agent as a
result of the Administrative Agent's acting or refraining from acting hereunder
or under any other Credit Document in accordance with the instructions of the
Required Lenders (or, where a higher percentage of the Lenders is expressly
required hereunder, such Lenders), and such instructions and any action taken or
failure to act pursuant thereto shall be binding upon all of the Lenders
(including all subsequent Lenders).

     10.5. Non-Reliance on Administrative Agent and Other Lenders. Each Lender
expressly acknowledges that neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates has made
any representation or warranty to it and that no act by the Administrative Agent
or any such Person hereinafter taken, including any review of the affairs of the
Borrower and its Subsidiaries, shall be deemed to constitute any representation
or warranty by the Administrative Agent to any Lender. Each Lender represents to
the Administrative Agent that (i) it has, independently and without reliance
upon the



<PAGE>

Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, properties, financial
and other condition and creditworthiness of the Borrower and its Subsidiaries
and made its own decision to enter into this Agreement and extend credit to the
Borrower hereunder, and (ii) it will, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action
hereunder and under the other Credit Documents and to make such investigation as
it deems necessary to inform itself as to the business, prospects, operations,
properties, financial and other condition and creditworthiness of the Borrower
and its Subsidiaries. Except as expressly provided in this Agreement and the
other Credit Documents, the Administrative Agent shall have no duty or
responsibility, either initially or on a continuing basis, to provide any Lender
with any credit or other information concerning the business, prospects,
operations, properties, financial or other condition or creditworthiness of the
Borrower, its Subsidiaries or any other Person that may at any time come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

     10.6. Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
unless the Administrative Agent shall have received written notice from the
Borrower or a Lender referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default." In the
event that the Administrative Agent receives such a notice, the Administrative
Agent will give notice thereof to the Lenders as soon as reasonably practicable;
provided, however, that if any such notice has also been furnished to the
Lenders, the Administrative Agent shall have no obligation to notify the Lenders
with respect thereto. The Administrative Agent shall (subject to Sections 10.4
and 11.6) take such action with respect to such Default or Event of Default as
shall reasonably be directed by the Required Lenders; provided that, unless and
until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

     10.7. Indemnification. To the extent the Administrative Agent is not
reimbursed by or on behalf of the Borrower, and without limiting the obligation
of the Borrower to do so, the Lenders agree (i) to indemnify the Administrative
Agent and its officers, directors, employees, agents, attorneys-in-fact and
Affiliates, ratably in proportion to their respective percentages as used in
determining the Required Lenders as of the date of determination, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including, without limitation,
attorneys' fees and expenses) or disbursements of any kind or nature whatsoever
that may at any time (including, without limitation, at any time following the
repayment in full of the Loans and the termination of the Commitments) be
imposed on, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of this Agreement or any other Credit Document or any
documents contemplated by or referred to herein or the transactions contemplated
hereby or thereby or any action taken or

<PAGE>

omitted by the Administrative Agent under or in connection with any of the
foregoing, and (ii) to reimburse the Administrative Agent upon demand, ratably
in proportion to their respective percentages as used in determining the
Required Lenders as of the date of determination, for any expenses incurred by
the Administrative Agent in connection with the preparation, negotiation,
execution, delivery, administration, amendment, modification, waiver or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement
or any of the other Credit Documents (including, without limitation, reasonable
attorneys' fees and expenses and compensation of agents paid for services
rendered on behalf of the Lenders); provided, however, that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements to the
extent resulting from the gross negligence or willful misconduct of the party to
be indemnified.

     10.8. The Administrative Agent in its Individual Capacity. With respect to
its Commitment, the Loans made by it, the Letters of Credit issued or
participated in by it and the Note or Notes issued to it, the Administrative
Agent in its individual capacity and not as Administrative Agent shall have the
same rights and powers under the Credit Documents as any other Lender and may
exercise the same as though it were not performing the agency duties specified
herein; and the terms "Lenders," "Required Lenders," "holders of Notes" and any
similar terms shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent and
its Affiliates may accept deposits from, lend money to, make investments in, and
generally engage in any kind of banking, trust, financial advisory or other
business with the Borrower, any of its Subsidiaries or any of their respective
Affiliates as if the Administrative Agent were not performing the agency duties
specified herein, and may accept fees and other consideration from any of them
for services in connection with this Agreement and otherwise without having to
account for the same to the Lenders.

     10.9. Successor Administrative Agent. The Administrative Agent may resign
at any time by giving ten (10) days' prior written notice to the Borrower and
the Lenders. Upon any such notice of resignation, the Required Lenders will,
with the prior written consent of the Borrower (which consent shall not be
unreasonably withheld), appoint from among the Lenders a successor to the
Administrative Agent (provided that the Borrower's consent shall not be required
in the event a Default or Event of Default shall have occurred and be
continuing). If no successor to the Administrative Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within such ten-day period, then the retiring Administrative Agent may, on
behalf of the Lenders and after consulting with the Lenders and the Borrower,
appoint a successor Administrative Agent from among the Lenders. Upon the
acceptance of any appointment as Administrative Agent 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 hereunder and under the
other Credit Documents. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this Article shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Administrative
Agent. If no successor to the



<PAGE>

Administrative Agent has accepted appointment as Administrative Agent by the
thirtieth (30th) day following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective, and the Lenders shall thereafter perform all of the
duties of the Administrative Agent hereunder and under the other Credit
Documents until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided for hereinabove.

     10.10. Collateral Matters. (a) The Administrative Agent is hereby
authorized on behalf of the Lenders, without the necessity of any notice to or
further consent from the Lenders, from time to time (but without any obligation)
to take any action with respect to the Collateral and the Security Documents
that may be necessary to perfect and maintain perfected the Liens upon the
Collateral granted pursuant to the Security Documents.

     (b) The Lenders hereby authorize the Administrative Agent, at its option
and in its discretion, to release any Lien granted to or held by the
Administrative Agent upon any Collateral (i) upon termination of the
Commitments, termination or expiration of all outstanding Letters of Credit and
payment in full of all of the Obligations, (ii) constituting property sold or to
be sold or disposed of as part of or in connection with any disposition
expressly permitted hereunder or under any other Credit Document or to which the
Required Lenders have consented or (iii) otherwise pursuant to and in accordance
with the provisions of any applicable Credit Document. Upon request by the
Administrative Agent at any time, the Lenders will confirm in writing the
Administrative Agent's authority to release Collateral pursuant to this
subsection (b).

     10.11. Issuing Lender. The provisions of this Article (other than Section
10.9) shall apply to the Issuing Lender mutatis mutandis to the same extent as
such provisions apply to the Administrative Agent.

     10.12. Other Agents. Neither the Documentation Agent nor any of the
Co-Agents named herein shall have any additional administrative duties hereunder
by virtue of such titles, and such titles are nominal in nature.


                                   ARTICLE XI

                                  MISCELLANEOUS

     11.1. Fees and Expenses. The Borrower agrees (i) whether or not the
transactions contemplated by this Agreement shall be consummated, to pay upon
demand all reasonable out-of-pocket costs and expenses of the Administrative
Agent (including, without limitation, the reasonable fees and expenses of
counsel to the Administrative Agent) in connection with (w) the Administrative
Agent's due diligence investigation in connection with, and the preparation,
negotiation, execution, delivery and syndication of, this Agreement and the
other Credit Documents, and any amendment, modification or waiver hereof or
thereof or consent with respect hereto or thereto, (x) the administration,
monitoring and review of the Loans and the Collateral (including, without
limitation, out-of-pocket expenses for travel, meals, long-distance



<PAGE>

telephone calls, wire transfers, facsimile transmissions and copying and with
respect to the engagement of appraisers, consultants, auditors or similar
Persons by the Administrative Agent at any time, whether before or after the
Closing, to render opinions concerning the Borrower's financial condition and
the value of the Collateral), (y) any attempt to inspect, verify, protect,
collect, sell, liquidate or otherwise dispose of any Collateral and (z) the
creation, perfection and maintenance of the perfection of the Administrative
Agent's Liens upon the Collateral, including, without limitation, Lien search,
filing and recording fees, (ii) to pay upon demand all reasonable out-of-pocket
costs and expenses of the Administrative Agent and each Lender (including,
without limitation, reasonable attorneys' fees and expenses) in connection with
(y) any refinancing or restructuring of the credit arrangement provided under
this Agreement, whether in the nature of a "work-out," in any insolvency or
bankruptcy proceeding or otherwise and whether or not consummated, and (z) the
enforcement, attempted enforcement or preservation of any rights or remedies
under this Agreement or any of the other Credit Documents, whether in any
action, suit or proceeding (including any bankruptcy or insolvency proceeding)
or otherwise, and (iii) to pay and hold the Administrative Agent and each Lender
harmless from and against all liability for any intangibles, documentary, stamp
or other similar taxes, fees and excises, if any, including any interest and
penalties, and any finder's or brokerage fees, commissions and expenses (other
than any fees, commissions or expenses of finders or brokers engaged by the
Administrative Agent or any Lender), that may be payable in connection with the
transactions contemplated by this Agreement and the other Credit Documents.

     11.2. Indemnification. The Borrower agrees, whether or not the transactions
contemplated by this Agreement shall be consummated, to indemnify and hold the
Administrative Agent, each Lender and their respective Affiliates and each of
their respective directors, officers, employees, and agents (each, an
"Indemnified Person") harmless from and against any and all claims, losses,
damages, obligations, liabilities, penalties, costs and expenses (including,
without limitation, reasonable attorneys' fees and expenses) of any kind or
nature whatsoever, whether direct, indirect or consequential (collectively,
"Indemnified Costs"), that may at any time be imposed on, incurred by or
asserted against any such Indemnified Person as a result of, arising from or in
any way relating to the preparation, execution, performance or enforcement of
this Agreement or any of the other Credit Documents, any of the transactions
contemplated herein or therein or any transaction financed or to be financed in
whole or in part, directly or indirectly, with the proceeds of any Loans or
Letters of Credit (including, without limitation, in connection with the actual
or alleged generation, presence, discharge or release of any Hazardous
Substances on, into or from, or the transportation of Hazardous Substances to or
from, any real property at any time owned or leased by the Borrower or any of
its Subsidiaries, any other Environmental Claims or any violation of or
liability under any Environmental Law), or any action, suit or proceeding
(including any inquiry or investigation) by any Person, whether threatened or
initiated, related to any of the foregoing, and in any case whether or not such
Indemnified Person is a party to any such action, proceeding or suit or a
subject of any such inquiry or investigation; provided, however, that no
Indemnified Person shall have the right to be indemnified hereunder for any
Indemnified Costs to the extent resulting from the gross negligence or willful
misconduct of such Indemnified Person. All of the foregoing Indemnified Costs of
any Indemnified Person shall be paid or reimbursed by the Borrower, as and when
incurred and upon demand.



<PAGE>

           11.3. Governing Law; Consent to Jurisdiction. THIS AGREEMENT AND THE
OTHER CREDIT DOCUMENTS HAVE BEEN EXECUTED, DELIVERED AND ACCEPTED IN, AND SHALL
BE DEEMED TO HAVE BEEN MADE IN, NORTH CAROLINA AND SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH
CAROLINA (WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF); PROVIDED
THAT EACH LETTER OF CREDIT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT OR, IF NO
SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICES FOR
DOCUMENTARY CREDITS, INTERNATIONAL CHAMBER OF COMMERCE, AS IN EFFECT FROM TIME
TO TIME (THE "UNIFORM CUSTOMS"), AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM
CUSTOMS, THE LAWS OF THE STATE OF NORTH CAROLINA (WITHOUT REGARD TO THE
CONFLICTS OF LAW PROVISIONS THEREOF). THE BORROWER HEREBY CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF ANY STATE COURT WITHIN MECKLENBURG COUNTY, NORTH
CAROLINA OR ANY FEDERAL COURT LOCATED WITHIN THE WESTERN DISTRICT OF THE STATE
OF NORTH CAROLINA FOR ANY PROCEEDING INSTITUTED HEREUNDER OR UNDER ANY OF THE
OTHER CREDIT DOCUMENTS, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR ANY OF THE OTHER CREDIT DOCUMENTS, OR ANY PROCEEDING TO WHICH THE
ADMINISTRATIVE AGENT OR ANY LENDER OR THE BORROWER IS A PARTY, INCLUDING ANY
ACTIONS BASED UPON, ARISING OUT OF, OR IN CONNECTION WITH ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE
ADMINISTRATIVE AGENT OR ANY LENDER OR THE BORROWER. THE BORROWER IRREVOCABLY
AGREES TO BE BOUND (SUBJECT TO ANY AVAILABLE RIGHT OF APPEAL) BY ANY JUDGMENT
RENDERED OR RELIEF GRANTED THEREBY AND FURTHER WAIVES ANY OBJECTION THAT IT MAY
HAVE BASED ON LACK OF JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS TO
THE CONDUCT OF ANY SUCH PROCEEDING. THE BORROWER CONSENTS THAT ALL SERVICE OF
PROCESS BE MADE BY REGISTERED OR CERTIFIED MAIL DIRECTED TO IT AT ITS ADDRESS
SET FORTH HEREINBELOW, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON
THE EARLIER OF ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE
UNITED STATES MAILS, PROPER POSTAGE PREPAID AND PROPERLY ADDRESSED. NOTHING IN
THIS SECTION SHALL AFFECT THE RIGHT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER
TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER IN THE COURTS OF ANY
OTHER JURISDICTION.



<PAGE>

     11.4. Arbitration; Preservation and Limitation of Remedies. (a) Upon demand
of any party hereto, whether made before or after institution of any judicial
proceeding, any dispute, claim or controversy arising out of, connected with or
relating to this Agreement or any other Credit Document ("Disputes") between or
among the Borrower, its Subsidiaries, the Administrative Agent and the Lenders,
or any of them, shall be resolved by binding arbitration as provided herein.
Institution of a judicial proceeding by a party does not waive the right of that
party to demand arbitration hereunder. Disputes may include, without limitation,
tort claims, counterclaims, claims brought as class actions, claims arising from
documents executed in the future, or claims arising out of or connected with the
transactions contemplated by this Agreement and the other Credit Documents.
Arbitration shall be conducted under and governed by the Commercial Financial
Disputes Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association (the "AAA"), as in effect from time to time, and Title 9 of the U.S.
Code, as amended. All arbitration hearings shall be conducted in the city in
which the principal office of the Administrative Agent is located. The expedited
procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be
applicable to claims of less than $1,000,000. All applicable statutes of
limitation shall apply to any Dispute. A judgment upon the award may be entered
in any court having jurisdiction. The panel from which all arbitrators are
selected shall be comprised of licensed attorneys. The single arbitrator
selected for expedited procedure shall be a retired judge from the highest court
of general jurisdiction, state or federal, of the state where the hearing will
be conducted. Notwithstanding the foregoing, this arbitration provision does not
apply to Disputes under or related to Hedge Agreements.

     (b) Notwithstanding the preceding binding arbitration provisions, the
parties hereto agree to preserve, without diminution, certain remedies that any
party hereto may employ or exercise freely, either alone, in conjunction with or
during a Dispute. Any party hereto shall have the right to proceed in any court
of proper jurisdiction or by self-help to exercise or prosecute the following
remedies, as applicable: (i) all rights to foreclose against any Collateral by
exercising a power of sale granted pursuant to any of the Credit Documents or
under applicable law or by judicial foreclosure and sale, including a proceeding
to confirm the sale; (ii) all rights of self-help, including peaceful occupation
of real property and collection of rents, set-off, and peaceful possession of
personal property; (iii) obtaining provisional or ancillary remedies, including
injunctive relief, sequestration, garnishment, attachment, appointment of a
receiver and filing an involuntary bankruptcy proceeding; and (iv) when
applicable, a judgment by confession of judgment. Preservation of these remedies
does not limit the power of an arbitrator to grant similar remedies that may be
requested by a party in a Dispute. The parties hereto agree that no party shall
have a remedy of punitive or exemplary damages against any other party in any
Dispute, and each party hereby waives any right or claim to punitive or
exemplary damages that it has now or that may arise in the future in connection
with any Dispute, whether such Dispute is resolved by arbitration or judicially.

     11.5. Notices. All notices and other communications provided for hereunder
shall be in writing (including telegraphic, telex, facsimile transmission or
cable communication) and mailed, telegraphed, telexed, telecopied, cabled or
delivered to the party to be notified at the following addresses:


<PAGE>

     (a) if to the Borrower, to 1301 Fifth Avenue, Suite 4000, Seattle,
Washington 98101, Attention: Denis M. Curley, Telecopy No. (206) 623-7853, with
a copy to Graham & Dunn PC, 1420 Fifth Avenue, Seattle, Washington 98101,
Attention: Carmen L. Smith, Telecopy No. (206) 340-9099;

     (b) if to the Administrative Agent, to First Union National Bank, One First
Union Center, TW-10, 301 South College Street, Charlotte, North Carolina
28288-0608, Attention: Syndication Agency Services, Telecopy No. (704) 383-0288;
and

     (c) if to any Lender, to it at the address set forth on its signature page
hereto (or if to any Lender not a party hereto as of the date hereof, at the
address set forth in its Assignment and Acceptance);

or in each case, to such other address as any party may designate for itself by
like notice to all other parties hereto. All such notices and communications
shall be deemed to have been given (i) if mailed as provided above by any method
other than overnight delivery service, on the third Business Day after deposit
in the mails, (ii) if mailed by overnight delivery service, telegraphed,
telexed, telecopied or cabled, when delivered for overnight delivery, delivered
to the telegraph company, confirmed by telex answerback, transmitted by
telecopier and confirmed in writing or telephonically by the recipient or
delivered to the cable company, respectively, or (iii) if delivered by hand,
upon delivery; provided that notices and communications to the Administrative
Agent shall not be effective until received by the Administrative Agent.

     11.6. Amendments, Waivers, etc. No amendment, modification, waiver or
discharge or termination of, or consent to any departure by the Borrower from,
any provision of this Agreement or any other Credit Document, shall be effective
unless in a writing signed by the Required Lenders (or by the Administrative
Agent at the direction or with the consent of the Required Lenders), and then
the same shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment,
modification, waiver, discharge, termination or consent shall:

     (a) unless agreed to by each Lender directly affected thereby, (i) reduce
or forgive the principal amount of any Loan, reduce the rate of or forgive any
interest thereon, or reduce or forgive any fees or other Obligations (other than
fees payable to the Administrative Agent for its own account), (ii) extend the
Term Loan Maturity Date, the Revolving Credit Maturity Date or any other date
(including any scheduled date for a mandatory prepayment or the mandatory
reduction or termination of any Commitments) fixed for the payment of any
principal of or interest on any Loan (other than additional interest payable
under Section 2.8(b) at the election of the Required Lenders, as provided
therein), any fees (other than fees payable to the Administrative Agent for its
own account) or any other Obligations or extend the expiry date of any Letter of
Credit beyond the seventh day prior to the Revolving Credit Maturity Date or
(iii) waive the closing conditions set forth in Sections 4.1(m), 4.2(a) or
4.3(a);

     (b) unless agreed to by all of the Lenders, (i) increase or extend any
Commitment of any Lender (it being understood that a waiver of any Event of
Default, if agreed to by the



<PAGE>

requisite Lenders hereunder, shall not constitute such an increase), (ii) change
the percentage of the aggregate Commitments or of the aggregate unpaid principal
amount of the Loans, or the number or percentage of Lenders, that shall be
required for the Lenders or any of them to take or approve, or direct the
Administrative Agent to take, any action hereunder (including as set forth in
the definition of "Required Lenders"), (iii) except as may be otherwise
specifically provided in this Agreement or in any other Credit Document, release
all or substantially all of the Collateral or release any guarantor from its
guaranty obligations in respect of the Loans, or (iv) change any provision of
Section 2.15 or this Section; and

     (c) unless agreed to by the Issuing Lender or the Administrative Agent in
addition to the Lenders required as provided hereinabove to take such action,
affect the respective rights or obligations of the Issuing Lender or the
Administrative Agent, as applicable, hereunder or under any of the other Credit
Documents;

     and provided further that (i) if any amendment, modification, waiver or
consent would adversely affect the holders of Loans of a particular Class (the
"affected Class") relative to holders of Loans of any other Class (including,
without limitation, by way of reducing the relative proportion of any payments,
prepayments or Commitment reductions to be applied for the benefit of holders of
Loans of the affected Class under Sections 2.6(e) through 2.6(i)), then such
amendment, modification, waiver or consent shall require the consent of Lenders
holding fifty-one percent (51%) or more of the aggregate outstanding principal
amount of all Loans of the affected Class, and (ii) the Fee Letter and any Hedge
Agreement to which any Lender (or such Lender's Affiliate) is a party may be
amended or modified, and any rights thereunder waived, in a writing signed by
the parties thereto.

     11.7. Assignments, Participations. (a) Each Lender may assign to one or
more other Eligible Assignees (each, an "Assignee") all or a portion of its
rights and obligations under this Agreement (including, without limitation, all
or a portion of its Commitments, the outstanding Loans made by it, the Note or
Notes held by it and its participations in Letters of Credit); provided,
however, that (i) any such assignment (other than an assignment to a Lender or
an Affiliate of a Lender) shall not be made without the prior written consent of
the Administrative Agent and the Borrower (to be evidenced by its
counterexecution of the relevant Assignment and Acceptance), which consent shall
not be unreasonably withheld (provided that the Borrower's consent shall not be
required in the event a Default or Event of Default shall have occurred and be
continuing), (ii) each such assignment shall be of a uniform, and not varying,
percentage of all of the assigning Lender's rights and obligations under this
Agreement (and shall constitute an assignment of a pro rated share of the
assigning Lender's Term Loan Commitments, Revolving Credit Commitments and
Letter of Credit Exposure), (iii) except in the case of an assignment to a
Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate
principal amount (determined as of the date of the Assignment and Acceptance
with respect to such assignment) less than $5,000,000 (or, if less, the full
amount of the assigning Lender's outstanding Commitments), and (iv) the parties
to each such assignment will execute and deliver to the Administrative Agent,
for its acceptance and recording in the Register, an Assignment and Acceptance,
together with any Note or Notes subject to such assignment, and will pay a
nonrefundable processing fee of $3,000 to the Administrative Agent for its own
account. Upon



<PAGE>

such execution, delivery, acceptance and recording of the Assignment and
Acceptance, from and after the effective date specified therein, which effective
date shall be at least five Business Days after the execution thereof (unless
the Administrative Agent shall otherwise agree), (A) 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, shall have
the rights and obligations of the assigning Lender hereunder with respect
thereto and (B) the assigning Lender shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights (other than rights under the provisions of
this Agreement and the other Credit Documents relating to indemnification or
payment of fees, costs and expenses, to the extent such rights relate to the
time prior to the effective date of such Assignment and Acceptance) 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 such
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto). The terms and provisions of each Assignment
and Acceptance shall, upon the effectiveness thereof, be incorporated into and
made a part of this Agreement, and the covenants, agreements and obligations of
each Lender set forth therein shall be deemed made to and for the benefit of the
Administrative Agent and the other parties hereto as if set forth at length
herein.

     (b) The Administrative Agent will maintain at its address for notices
referred to herein 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 Lenders and the Commitments of, and principal amount of the Loans owing to,
each Lender from time to time (the "Register"). The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower and
each Lender at any reasonable time and from time to time upon reasonable prior
notice.

     (c) Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Lender and an Assignee and, if required, counterexecuted by the
Borrower, together with the Note or Notes subject to such assignment and the
processing fee referred to in subsection (a) above, the Administrative Agent
will (i) accept such Assignment and Acceptance, (ii) on the effective date
thereof, record the information contained therein in the Register and (iii) give
notice thereof to the Borrower and the Lenders. Within five (5) Business Days
after its receipt of such notice, the Borrower, at its own expense, will execute
and deliver to the Administrative Agent, in exchange for the surrendered Note or
Notes, a new Note or Notes to the order of the Assignee (and, if the assigning
Lender has retained any portion of its rights and obligations hereunder, to the
order of the assigning Lender), prepared in accordance with the applicable
provisions of Section 2.4 as necessary to reflect, after giving effect to the
assignment, the Commitments (or outstanding Term Loans, as the case may be) of
the Assignee and (to the extent of any retained interests) the assigning Lender,
dated the date of the replaced Note or Notes and otherwise in substantially the
form of Exhibits A-1, A-2 and A-3, as applicable. The Administrative Agent will
return canceled Notes to the Borrower.



<PAGE>

     (d) Each Lender may, without the consent of the Borrower, the
Administrative Agent or any other Lender, sell to one or more other Persons
(each, a "Participant") participations in any portion comprising less than all
of its rights and obligations under this Agreement (including, without
limitation, a portion of its Commitments, the outstanding Loans made by it, the
Note or Notes held by it and its participations in Letters of Credit); provided,
however, that (i) such Lender's obligations under this Agreement shall remain
unchanged and such Lender shall remain solely responsible for the performance of
such obligations, (ii) no Lender shall sell any participation that, when taken
together with all other participations, if any, sold by such Lender, covers all
of such Lender's rights and obligations under this Agreement, (iii) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and no Lender shall permit any Participant to
have any voting rights or any right to control the vote of such Lender with
respect to any amendment, modification, waiver, consent or other action
hereunder or under any other Credit Document (except as to actions that would
(w) change the Note Redemption Closing Date, (x) reduce or forgive the principal
amount of any Loan, reduce the rate of or forgive any interest thereon, or
reduce or forgive any fees or other Obligations, (y) extend the Term Loan
Maturity Date, the Revolving Credit Maturity Date or any other date fixed for
the payment of any principal of or interest on any Loan, any fees or any other
Obligations, or (z) increase or extend any Commitment of any Lender), and (iv)
no Participant shall have any rights under this Agreement or any of the other
Credit Documents, each Participant's rights against the granting Lender in
respect of any participation to be those set forth in the participation
agreement, and all amounts payable by the Borrower hereunder shall be determined
as if such Lender had not granted such participation. Notwithstanding the
foregoing, each Participant shall have the rights of a Lender for purposes of
Sections 2.16(a), 2.16(b), 2.17, 2.18 and 9.3, and shall be entitled to the
benefits thereto, to the extent that the Lender granting such participation
would be entitled to such benefits if the participation had not been made,
provided that no Participant shall be entitled to receive any greater amount
pursuant to any of such Sections than the Lender granting such participation
would have been entitled to receive in respect of the amount of the
participation made by such Lender to such Participant had such participation not
been made.

     (e) Nothing in this Agreement shall be construed to prohibit any Lender
from pledging or assigning all or any portion of its rights and interest
hereunder or under any Note to any Federal Reserve Bank as security for
borrowings therefrom; provided, however, that no such pledge or assignment shall
release a Lender from any of its obligations hereunder.

     (f) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section,
disclose to the Assignee or Participant or proposed Assignee or Participant any
information relating to the Borrower and its Subsidiaries furnished to it by or
on behalf of any other party hereto, provided that such Assignee or Participant
or proposed Assignee or Participant agrees in writing to keep such information
confidential to the same extent required of the Lenders under Section 11.13.

     11.8. No Waiver. The rights and remedies of the Administrative Agent and
the Lenders expressly set forth in this Agreement and the other Credit Documents
are cumulative and in


<PAGE>

addition to, and not exclusive of, all other rights and remedies available at
law, in equity or otherwise. No failure or delay on the part of the
Administrative Agent or any Lender in exercising any right, power or privilege
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power or privilege preclude other or further exercise thereof or
the exercise of any other right, power or privilege or be construed to be a
waiver of any Default or Event of Default. No course of dealing between any of
the Borrower and the Administrative Agent or the Lenders or their agents or
employees shall be effective to amend, modify or discharge any provision of this
Agreement or any other Credit Document or to constitute a waiver of any Default
or Event of Default. No notice to or demand upon the Borrower in any case shall
entitle the Borrower to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the right of the Administrative
Agent or any Lender to exercise any right or remedy or take any other or further
action in any circumstances without notice or demand.

     11.9. Successors and Assigns. This Agreement shall be binding upon, inure
to the benefit of and be enforceable by the respective successors and assigns of
the parties hereto, and all references herein to any party shall be deemed to
include its successors and assigns; provided, however, that (i) the Borrower
shall not sell, assign or transfer any of its rights, interests, duties or
obligations under this Agreement without the prior written consent of all of the
Lenders and (ii) any Assignees and Participants shall have such rights and
obligations with respect to this Agreement and the other Credit Documents as are
provided for under and pursuant to the provisions of Section 11.7.

     11.10. Survival. All representations, warranties and agreements made by or
on behalf of the Borrower or any of its Subsidiaries in this Agreement and in
the other Credit Documents shall survive the execution and delivery hereof or
thereof, the making and repayment of the Loans and the issuance and repayment of
the Letters of Credit. In addition, notwithstanding anything herein or under
applicable law to the contrary, the provisions of this Agreement and the other
Credit Documents relating to indemnification or payment of fees, costs and
expenses, including, without limitation, the provisions of Sections 2.16(a),
2.16(b), 2.17, 2.18, 10.7, 11.1 and 11.2, shall survive the payment in full of
all Loans and Letters of Credit, the termination of the Commitments and all
Letters of Credit, and any termination of this Agreement or any of the other
Credit Documents.

     11.11. Severability. To the extent any provision of this Agreement is
prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or
invalidity and only in such jurisdiction, without prohibiting or invalidating
such provision in any other jurisdiction or the remaining provisions of this
Agreement in any jurisdiction.

     11.12. Construction. The headings of the various articles, sections and
subsections of this Agreement have been inserted for convenience only and shall
not in any way affect the meaning or construction of any of the provisions
hereof. Except as otherwise expressly provided herein and in the other Credit
Documents, in the event of any inconsistency or conflict between



<PAGE>

any provision of this Agreement and any provision of any of the other Credit
Documents, the provision of this Agreement shall control.

     11.13. Confidentiality. Each Lender agrees to keep confidential, pursuant
to its customary procedures for handling confidential information of a similar
nature and in accordance with safe and sound banking practices, all nonpublic
information provided to it by or on behalf of the Borrower or any of its
Subsidiaries in connection with this Agreement or any other Credit Document;
provided, however, that any Lender may disclose such information (i) to its
directors, employees and agents and to its auditors, counsel and other
professional advisors, (ii) at the demand or request of any bank regulatory
authority, court or other Governmental Authority having or asserting
jurisdiction over such Lender, as may be required pursuant to subpoena or other
legal process, or otherwise in order to comply with any applicable Requirement
of Law, (iii) in connection with any proceeding to enforce its rights hereunder
or under any other Credit Document or any other litigation or proceeding related
hereto or to which it is a party, (iv) to the Administrative Agent or any other
Lender, (v) to the extent the same has become publicly available other than as a
result of a breach of this Agreement and (vi) pursuant to and in accordance with
the provisions of Section 11.7(f).

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

     11.15. Disclosure of Information. The Borrower agrees and consents to the
Administrative Agent's disclosure of information relating to this transaction to
Gold Sheets and other similar bank trade publications. Such information will
consist of deal terms and other information customarily found in such
publications.

     11.16. Entire Agreement. THIS AGREEMENT AND THE OTHER DOCUMENTS AND
INSTRUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH (A) EMBODY THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND THERETO RELATING TO
THE SUBJECT MATTER HEREOF AND THEREOF, (B) SUPERSEDE ANY AND ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS, ORAL OR WRITTEN, RELATING TO THE
SUBJECT MATTER HEREOF AND THEREOF, INCLUDING, WITHOUT LIMITATION, THE COMMITMENT
LETTER FROM FIRST UNION TO THE BORROWER DATED OCTOBER 27, 1997, BUT SPECIFICALLY
EXCLUDING THE FEE LETTER, AND (C) MAY NOT BE AMENDED, SUPPLEMENTED, CONTRADICTED
OR OTHERWISE MODIFIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.



<PAGE>

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

                                        THE ACKERLEY GROUP, INC.


                                        By:       /s/ Denis M. Curley

                                        Title:    Chief Financial Officer





(signatures continued)

<PAGE>


                                   FIRST UNION NATIONAL BANK, as
                                   Administrative Agent and
                                   as a Lender

Term Loan                          By:       /s/ James W. Wood
Commitment:
$11,320,754.72
                                   Title:    Senior Vice President
Tranche A Revolving Credit
Commitment:
$7,311,320.75

Tranche B Revolving Credit
Commitment:
$ 6,367,924.53                     Instructions for wire transfers to the
                                   Administrative Agent:

                                   First Union National Bank
                                   ABA Routing No. 053000219
                                   Charlotte, North Carolina
                                   General Ledger No. 465906, RC No. 5007
                                   Attention: Syndication Agency Services
                                   Re: The Ackerley Group, Inc.

                                   Address for notices as a Lender:

                                   First Union National Bank
                                   One First Union Center, 5th Floor
                                   301 South College Street
                                   Charlotte, North Carolina 28288-0735
                                   Attention: James W. Wood
                                   Telephone: (704) 374-3242
                                   Telecopy: (704) 374-4092

                                   Lending Office:

                                   First Union National Bank
                                   One First Union Center, 5th Floor
                                   301 South College Street
                                   Charlotte, North Carolina 28288-0735
                                   Attention: James W. Wood
                                   Telephone: (704) 374-3242
                                   Telecopy: (704) 374-4092

                             (signatures continued)



<PAGE>



                                 FLEET BANK, N.A.


Term Loan                        By:       /s/ Garret Komjathy
Commitment:
$10,641,509.43                   Title:    Vice President

Tranche A Revolving Credit
Commitment:
$6,872,641.51

Tranche B Revolving Credit
Commitment:
$5,985,849.06                    Address for notices:

                                 Fleet Bank, N.A.
                                 1185 Avenue of the Americas, 16th Floor,
                                 NYNYS16K
                                 New York, New York  10036
                                 Attention: Garret Komjathy, Vice President
                                 Telephone: (212) 819-6043
                                 Telecopy: (212) 819-6202

                                 Lending Office:

                                 Fleet Bank, N.A.
                                 1185 Avenue of the Americas, 16th Floor
                                 NYNYS16K
                                 New York, New York  10036
                                 Attention: Garret Komjathy, Vice President
                                 Telephone: (212) 819-6043
                                 Telecopy: (212) 819-6202







                             (signatures continued)



<PAGE>



                                 KEYBANK NATIONAL ASSOCIATION


Term Loan                        By:       /s/ Kathleen J. Johanson
Commitment:
$10,188,679.25                   Title:    Vice President

Tranche A Revolving Credit
Commitment:
$6,580,188.68

Tranche B Revolving Credit
Commitment:
$5,731,132.07                    Address for notices:

                                 KeyBank National Association
                                 700 Fifth Avenue, 46th Floor, MS-WA-31-10-4612
                                 Seattle, Washington  98104
                                 Attention: Kathleen Johanson, Vice President
                                 Telephone: (206) 684-6308
                                 Telecopy: (206) 684-6035

                                 Lending Office:

                                 KeyBank National Association
                                 700 Fifth Avenue, 46th Floor, MS-WA-31-10-4612
                                 Seattle, Washington  98104
                                 Attention: Kathleen Johanson, Vice President
                                 Telephone: (206) 684-6308
                                 Telecopy: (206) 684-6035











                             (signatures continued)


<PAGE>



                                 UNION BANK OF CALIFORNIA, N.A.


Term Loan                        By:       /s/ Christine P. Ball
Commitment:
$10,188,679.25                   Title:    Vice President

Tranche A Revolving Credit
Commitment:
$6,580,188.68

Tranche B Revolving Credit
Commitment:
$5,731,132.07                    Address for notices:

                                 Union Bank of California
                                 445 South Figueroa Street, G15-075
                                 Los Angeles, California  90071
                                 Attention: Christine P. Ball, Vice President
                                 Telephone: (213) 236-6176
                                 Telecopy: (213) 236-5747

                                 Lending Office:

                                 Union Bank of California
                                 445 South Figueroa Street, G15-075
                                 Los Angeles, California  90071
                                 Attention: Christine P. Ball, Vice President
                                 Telephone: (213) 236-6176
                                 Telecopy: (213) 236-5747












                             (signatures continued)


<PAGE>



                                 BANK OF MONTREAL, CHICAGO BRANCH


Term Loan                        By:       /s/ Rene Encarnacion
Commitment:
$8,603,773.58                    Title:    Director

Tranche A Revolving Credit
Commitment:
$5,556,603.78

Tranche B Revolving Credit
Commitment:
$4,839,622.64                    Address for notices:

                                 Bank of Montreal, Chicago Branch
                                 430 Park Avenue
                                 New York, New York  10022
                                 Attention: Ola Anderssen
                                 Telephone: (212) 605-1453
                                 Telecopy: (212) 605-1648

                                 Lending Office:

                                 Bank of Montreal, Chicago Branch
                                 115 South LaSalle Street
                                 Chicago, Illinois  60603
                                 Attention: Josie Nichols
                                 Telephone: (312) 750-3748
                                 Telecopy: (312) 750-4304












                             (signatures continued)


<PAGE>



                                 THE BANK OF NEW YORK


Term Loan                        By:       /s/ Stephen M. Nettler
Commitment:
$8,603,773.58                    Title:    Assistant Vice President

Tranche A Revolving Credit
Commitment:
$5,556,603.78

Tranche B Revolving Credit
Commitment:
$4,839,622.64                    Address for notices:

                                 The Bank of New York
                                 One Wall Street, 16th Floor
                                 New York, New York  10286
                                 Attention:  Stephen Nettler,
                                    Assistant Vice President
                                 Telephone: (212) 635-8699
                                 Telecopy: (212) 635-8593

                                 Lending Office:

                                 The Bank of New York
                                 One Wall Street, 16th Floor
                                 New York, New York  10286
                                 Attention:  Stephen Nettler,
                                    Assistant Vice President
                                 Telephone: (212) 635-8699
                                 Telecopy: (212) 635-8593











                             (signatures continued)


<PAGE>



                                 THE BANK OF NOVA SCOTIA


Term Loan                        By:       /s/ Vincent J. Fitzgerald, Jr.
Commitment:
$8,603,773.58                    Title:    Authorized Signatory

Tranche A Revolving Credit
Commitment:
$5,556,603.78

Tranche B Revolving Credit
Commitment:
$4,839,622.64                    Address for notices:

                                 The Bank of Nova Scotia
                                 One Liberty Plaza
                                 New York, New York  10006
                                 Attention: Paul Weissenberger,
                                            Relationship Manager
                                 Telephone: (212) 225-5095
                                 Telecopy: (212) 225-5090

                                 Lending Office:

                                 The Bank of Nova Scotia
                                 One Liberty Plaza
                                 New York, New York  10006
                                 Attention: Paul Weissenberger,
                                            Relationship Manager
                                 Telephone: (212) 225-5095
                                 Telecopy: (212) 225-5090










                             (signatures continued)


<PAGE>


                                 THE LONG-TERM CREDIT BANK OF JAPAN
                                    LTD., LOS ANGELES AGENCY


Term Loan                        By:       /s/ Noboru Akahane
Commitment:
$8,603,773.58                    Title:    Deputy General Manager

Tranche A Revolving Credit
Commitment:
$5,556,603.78

Tranche B Revolving Credit
Commitment:
$4,839,622.64                    Address for notices:

                                 The Long-Term Credit Bank of Japan, Ltd.
                                 Los Angeles Agency
                                 350 South Grand Avenue, Suite 3000
                                 Los Angeles, California  90071
                                 Attention: Noboru Akahane,
                                            Deputy General Manger
                                 Telephone: (213) 689-6380
                                 Telecopy: (213) 626-1067

                                 Lending Office:

                                 The Long-Term Credit Bank of Japan, Ltd.
                                 Los Angeles Agency
                                 350 South Grand Avenue, Suite 3000
                                 Los Angeles, California  90071
                                 Attention: Noboru Akahane,
                                            Deputy General Manger
                                 Telephone: (213) 689-6380
                                 Telecopy: (213) 626-1067






                             (signatures continued)



<PAGE>




                                    U.S. BANK


Term Loan                        By:       /s/ Matthew S. Thoreson
Commitment:
$8,603,773.58                    Title:    Vice President

Tranche A Revolving Credit
Commitment:
$5,556,603.78

Tranche B Revolving Credit
Commitment:
$4,839,622.64                    Address for notices:

                                 U.S. Bank
                                 Media/Telecom Group
                                 1420 5th Avenue, 10th Floor
                                 Seattle, Washington  98101
                                 Attention: Matthew S. Thoreson, Vice President
                                 Telephone: (206) 344-3712
                                 Telecopy: (206) 344-2331

                                 Lending Office:

                                 U.S. Bank
                                 Media/Telecom Group
                                 1420 5th Avenue, 10th Floor
                                 Seattle, Washington  98101
                                 Attention: Matthew S. Thoreson, Vice President
                                 Telephone: (206) 344-3712
                                 Telecopy: (206) 344-2331










                             (signatures continued)

<PAGE>




                                 BANQUE PARIBAS, LOS ANGELES AGENCY


Term Loan                        By:       /s/ Linda L. Aleshire
Commitment:
$6,113,207.55                    Title:    Vice President

Tranche A Revolving Credit
Commitment:                      By:       /s/ Thomas G. Brandt
$3,948,113.20
                                 Title:    Director
Tranche B Revolving Credit
Commitment:
$3,438,679.25                    Address for notices:

                                 Banque Paribas, Los Angeles Agency
                                 2029 Century Park East, Suite 3900
                                 Los Angeles, California  90067
                                 Attention: Linda Aleshire, Vice President
                                 Telephone: (310) 551-7352
                                 Telecopy: (310) 556-3762

                                 Lending Office:

                                 Banque Paribas, Los Angeles Agency
                                 2029 Century Park East, Suite 3900
                                 Los Angeles, California  90067
                                 Attention: Linda Aleshire, Vice President
                                 Telephone: (310) 551-7352
                                 Telecopy: (310) 556-3762












                             (signatures continued)

<PAGE>




                                 CITY NATIONAL BANK


Term Loan                        By:       /s/ David Burdge
Commitment:
$6,113,207.55                    Title:    Senior Vice President

Tranche A Revolving Credit
Commitment:
$3,948,113.20

Tranche B Revolving Credit
Commitment:
$3,438,679.25                    Address for notices:

                                 City National Bank
                                 400 North Roxbury Drive, 3rd Floor
                                 Beverly Hills, California  90210
                                 Attention: Rod P. Bollins, Vice President
                                 Telephone: (310) 888-6149
                                 Telecopy: (310) 888-6152

                                 Lending Office:

                                 City National Bank
                                 400 North Roxbury Drive, 3rd Floor
                                 Beverly Hills, California  90210
                                 Attention: Rod P. Bollins, Vice President
                                 Telephone: (310) 888-6149
                                 Telecopy: (310) 888-6152












                             (signatures continued)

<PAGE>



                                 DRESDNER BANK AG, NEW YORK &
                                    GRAND CAYMAN BRANCHES


Term Loan                        By:       /s/ Jane A. Majeski
Commitment:
$6,113,207.55                    Title:    Vice President

Tranche A Revolving Credit
Commitment:                      By:       /s/ Brian Haughney
$3,948,113.20
                                 Title:    Assistant Treasurer
Tranche B Revolving Credit
Commitment:
$3,438,679.25                    Address for notices:

                                 Dresdner Bank AG
                                 75 Wall Street
                                 New York, New York 10005
                                 Attention: Jane A. Majeski, Vice President
                                 Telephone: (212) 429-2191
                                 Telecopy: (212) 429-2129

                                 Lending Office:

                                 Dresdner Bank AG
                                 75 Wall Street
                                 New York, New York 10005-2889
                                 Attention: Jane A. Majeski, Vice President
                                 Telephone: (212) 429-2191
                                 Telecopy: (212) 429-2129












                             (signatures continued)

<PAGE>





                                 THE FUJI BANK, LIMITED, LOS ANGELES AGENCY


Term Loan                        By:       /s/ Masahito Fukuda
Commitment:
$6,113,207.55                    Title:    Joint General Manager

Tranche A Revolving Credit
Commitment:
$3,948,113.20

Tranche B Revolving Credit
Commitment:
$3,438,679.25                    Address for notices:

                                 The Fuji Bank, Limited, Los Angeles Agency
                                 333 South Hope Street, 39th Floor
                                 Los Angeles, California  90071
                                 Attention: Jay Schwartz, Vice President
                                 Telephone: (213) 253-4149
                                 Telecopy: (213) 253-4178

                                 Lending Office:

                                 The Fuji Bank, Limited, Los Angeles Agency
                                 333 South Hope Street, 39th Floor
                                 Los Angeles, California  90071
                                 Attention: Jay Schwartz, Vice President
                                 Telephone: (213) 253-4149
                                 Telecopy: (213) 253-4178










                             (signatures continued)


<PAGE>


                                 THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                 LOS ANGELES AGENCY


Term Loan                        By:     /s/ Vincente Timiraos
Commitment:
$6,113,207.55                    Title:  Senior Vice President & Senior General
                                         Manager
Tranche A Revolving Credit
Commitment:
$3,948,113.20

Tranche B Revolving Credit
Commitment:
$3,438,679.25                    Address for notices:

                                 The Industrial Bank of Japan, Limited,
                                   Los Angeles Agency
                                 350 South Grand Avenue, Suite 1500
                                 Los Angeles, California  90071
                                 Attention: Mark Moss, Assistant Vice President
                                 Telephone: (213) 893-6424
                                 Telecopy: (213) 488-9840

                                 Lending Office:

                                 The Industrial Bank of Japan, Limited,
                                   Los Angeles Agency
                                 350 South Grand Avenue, Suite 1500
                                 Los Angeles, California  90071
                                 Attention: Mark Moss, Assistant Vice President
                                 Telephone: (213) 893-6424
                                 Telecopy: (213) 488-9840






                             (signatures continued)


<PAGE>




                                 MICHIGAN NATIONAL BANK


Term Loan                        By:       /s/ Stephane E. Lubin
Commitment:
$4,075,471.70                    Title:    Relationship Manager

Tranche A Revolving Credit
Commitment:
$2,632,075.48

Tranche B Revolving Credit
Commitment:
$2,292,452.82                    Address for notices:

                                 Michigan National Bank
                                 27777 Inkster
                                 Specialty Industries 10-36
                                 Farmington Hills, Michigan  48334
                                 Attention: Stephane E. Lubin
                                 Telephone: (248) 473-4329
                                 Telecopy: (248) 473-4345

                                 Lending Office:

                                 Michigan National Bank
                                 27777 Inkster
                                 Specialty Industries 10-36
                                 Farmington Hills, Michigan  48334
                                 Attention: Stephane E. Lubin
                                 Telephone: (248) 473-4329
                                 Telecopy: (248) 473-4345