<PAGE>
 
                                                                   EXHIBIT 10(x)

ACT OF LOAN MODIFICATION AND            UNITED STATES OF AMERICA

     ACKNOWLEDGEMENT

           BY

    RADIOSUNGROUP OF

BRYAN/COLLEGE STATION, INC.,

    Texas corporation

 SUNGROUP BROADCASTING OF

LOUISIANA, INC., a Louisiana

       corporation

           AND

SUNGROUP, INC., a Tennessee

       corporation

       IN FAVOR OF

NATIONAL LOAN INVESTORS, L.P.,

Delaware limited partnership



   BE IT KNOWN, that effective on the l5th day of December, 1995;

   BEFORE US, the undersigned duly qualified notaries public in and for the
states and parishes/counties described below and in the presence of the
undersigned competent witnesses:

   PERSONALLY CAME AND APPEARED:

   RADIOSUNGROUP OF BRYAN/COLLEGE STATION, INC., a corporation organized under
the laws of the State of Texas, whose taxpayer identification number is 62-
1406505, and whose registered office in Texas is #26 Manor East Mall, 701 Villa
Marie, Bryan, Texas 77805, appearing herein by and through John W. Biddinger its
President and duly authorized representative pursuant to a resolution of its
Board of Directors, a certified extract of which is attached hereto ("RSG"):

   SUNGROUP BROADCASTING OF LOUISIANA, INC., a corporation organized under the
laws of the State of Louisiana, whose taxpayer identification number is 72-
1151881, and whose registered office in Louisiana is 725 Austin Place,
Shreveport, Louisiana 71101, appearing herein by and through John W. Biddinger
its President and duly authorized representative pursuant to a resolution of its
Board of Directors, a certified extract of which is attached hereto ("SGBL"):

   SUNGROUP, INC., a corporation organized under the laws of the State of
Tennessee, whose

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taxpayer identification number is 62-0790469, and whose principal place of
business is 9102 North Meridian Street, Suite 545, Indianapolis, Indiana 46260,
appearing herein by and through John W. Biddinger, its President and duly
authorized representative pursuant to a resolution of its Board of Directors, a
certified extract of which is attached hereto ("Guarantor"):

                                      AND

   NATIONAL LOAN INVESTORS, L.P., a limited partnership, organized under the
laws of the State of Delaware, whose taxpayer identification number is
731334743, and whose principal place of business in Oklahoma as indicated on the
records of the Louisiana Secretary of State is 3030 N.W. Expressway, Oklahoma
City, Oklahoma 73112, appearing herein by and through its general partner, Paul
G. Heafy, its Managing General Partner and duly authorized pursuant to its
partnership agreement ("Lender")

WHO DECLARED THAT:

                                   RECITALS:
                                   ---------

   WHEREAS, RSG and SGBL, or their predecessors in title, (collectively
hereinafter "Borrower") and Guarantor executed those certain promissory notes
listed on Exhibit A attached hereto and make a part hereof (collectively
hereinafter, the "Note");

   WHEREAS, in order to secure the Notes, Borrower and Guarantor granted various
liens, mortgages, security interests, assignments, collateral assignments,
pledges and otherwise in various items corporeal (tangible), incorporeal
(intangible), movable (personal), and immovable (real) property pursuant to
various instruments and otherwise, including without limitation, the instruments
listed on Exhibit B attached hereto and made a part hereof (collectively, the
Security Documents), affecting, among other property, the real and personal
property described on Exhibit C attached hereto and made a part hereof (the
"Property"). The Notes and the Security Documents are collectively hereinafter
the "Loan Documents."

   WHEREAS, Federal Deposit Insurance Corporation (the "FDIC") succeeded to all
of the right, title and interest of NCNB Texas National Bank, as successor to
First Rebublicbank Dallas, N.A. in, to and under the Loan Documents pursuant to
the operation of law and certain orders and powers of agencies of the United
States government.

   WHEREAS, Lender is the current holder of the Note and is the mortgagee,
pledgee, assignee and/or security interest holder under the Security Documents.
The Security Documents were assigned to Lender by an Assignment and or
Assignments listed on Exhibit D, attached hereto and made a part hereof;

   WHEREAS, Borrower and Guarantor have requested that Lender enter into this
Agreement, and Lender has agreed to enter into this Agreement pursuant to the
terms and conditions set forth herein.

   WHEREAS, Borrower and Guarantor own and operate radio stations in the States
of Louisiana and Texas (the "Business").

                                   AGREEMENT
                                   ---------

   NOW, THEREFORE, in consideration of the mutual covenants, agreements and
conditions contained herein and in the Note and the Security Documents, for
other good and valuable consideration and for good cause, the receipt and
sufficiency of which are hereby acknowledged Borrower, Guarantor

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and Lender hereby agree as follows:

                                   ARTICLE I

                             RECITALS INCORPORATED

   The Recitals set forth above are hereby incorporated herein and expressly
made a part of this Agreement.

                                   ARTICLE II

                                  DEFINITIONS

   Capitalized terms used herein shall have the meanings set forth below:

   2.1  "AGREEMENT" shall mean this Loan Modification Agreement by and between
Lender and Borrower.

   2.2  "ENVIRONMENTAL LAWS" shall mean any federal, state or local law,
statute, ordinance, regulation, plan, decree, demand letter, order or otherwise
pertaining to health, industrial hygiene, pollution, waste disposal, hazardous
waste or the environmental conditions on, under, from or about the Property,
including, without limitation, the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.C.
Sections 9601 et seq., and the Resource Conservation and Recovery Act of 1976
("RCRA"), 42 U.S.C. Sections 6901 et seq.. as amended.

   2.3  "FINANCING STATEMENT" shall mean a Uniform Commercial Code financing
statement or statements, in form and substance satisfactory to Lender,
perfecting a first priority security interest in personal property collateral in
favor of Lender.

   2.4  "HAZARDOUS SUBSTANCE" shall mean any substance that is now or may become
regulated or governed by any Environmental Laws, or the presence of which
requires investigation under any Environmental Laws, or any flammable,
explosive, corrosive, reactive, carcinogenic, radioactive material, hazardous
waste, toxic substance or related material and any other substance or material
defined or designated as a hazardous or toxic substance, material or waste by
any Environmental Laws and shall include, without limitation:

            2.4.1 Those substances included within the definitions of "hazardous
        substances," "hazardous materials," "toxic substances" or "solid waste"
        in CERCLA, RCRA, and the Hazardous Materials Transportation Act, 42
        U.S.C. Sections 1801 _ ., and in the regulations promulgated pursuant to
        said laws;

            2.4.2 Those substances listed in the United States Department of
        Transportation Table (49 CFR 172.101 and amendments thereto) or by the
        Environmental Protection Agency (or any successor agency) as hazardous
        substances (40 CFR Part 302 and amendments thereto); and

            2.4.3 Any material, waste or substance which is or contains (A)
        petroleum hydrocarbons, (B) asbestos, (C) polychlorinated biphenyls or
        (D) designated as a "hazardous substance" pursuant to Section 311 of the
        Clean Water Act, 33 U.S.C. Section 1251 _ seq. (33 U.S.C. (S) 1321) or
        listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. (S)
        1317).

   2.5 "PERSON" shall mean any individual, partnership, corporation
and/or other entity.

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   2.6  Terms defined in the recitals hereto shall have the meaning ascribed to
such terms in the recitals.

                                  ARTICLE III

                         MODIFICATION OF LOAN DOCUMENTS

   Effective as of December 15, 1995, the Loan Documents are modified as
Provided herein.

   3.1  Borrower, Guarantor and Lender hereby acknowledge and agree that the
outstanding principal balance of the Note as of January 4, 1996 is TWO MILLION
ONE HUNDRED AND EIGHTY FOUR THOUSAND THREE HUNDRED TWENTY ONE AND 57/100
($2,184,321.57) DOLLARS (the "Principal Balance"), and Borrower expressly
acknowledges an indebtedness to Lender of the Principal Balance, plus interest
and other costs and fees and provided herein and the Loan Documents.

   3.2  PAYMENT SCHEDULE. The Note is hereby modified effective as of December
15, 1995 by modifying the payment schedule as follows:

   3.3  Borrower shall pay on the 15th of every month, interest only, in the
amount of TWENTY-ONE THOUSAND EIGHT HUNDRED AND NO/100 ($21,800.00) DOLLARS;

   3.4  Borrower shall pay all outstanding principal and interest on, and the
loan represented by the Notes shall mature on December 15, 1996 (the "Maturity
Date")

   3.5  PRE-PAYMENT OPTIONS. Borrower shall have the following options to prepay
the amounts due under the Note as modified herein:

           3.5.1 On March 15, 1996, Borrower shall have the option to pre-pay
        the total amounts outstanding, in principal and interest, under the Note
        as modified herein at a twenty percent (20%) discount, provided that
        Borrower and/or Guarantor delivers to Lender: (i) the discounted pay-off
        as provided in this section and (ii) a legal opinion acceptable to
        Lender opining that the delivery of the 250,000 shares in Guarantor is
        duly authorized by requisite entity action and that such delivery,
        transfer and/or issuance does not violate any state or federal
        securities laws. Contemporaneously with this Agreement, Borrower and
        Guarantor shall execute a warrant for 250,000 shares in Guarantor
        exercisable at a total price of $1.00 in the form attached as Exhibit E.
        Upon prepayment and satisfaction of the conditions in this section,
        Borrower's and Guarantor's obligations under the Loan Documents shall he
        satisfied

           3.5.2 If and to the extent the number of shares of the Guarantor's
        stock shall be increased or reduced by a split, reverse split,
        reclassification, dividend payable in stock or the like, the number of
        shares subject to the above warrant or the price of the shares subject
        to the above warrant shall be proportionately adjusted by the
        Guarantor's Board of Directors. In the event of the sale by the
        Guarantor of substantially all its assets and the consequent
        discontinuance of business, or in the event of a merger, consolidation,
        exchange, reorganization, reclassification, extraordinary dividend,
        divestiture (including spin-off), recapitulation or liquidation of
        Guarantor (collectively referred to as a "Transaction"), the Board of
        Directors of Guarantor shall, in connection with the Board's adoption of
        the plan and/or terms of such Transaction, provide that Lender as the
        holder of the above warrant, may receive in lieu of the stock otherwise
        issuable to Lender, the same kind and amount of securities or assets as
        may be distributable upon the Transaction.

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           3.5.3 On May 15, 1996, Borrower shall have the option to pre-pay the
        total amounts outstanding, in principal and interest, under the Note as
        modified herein at a twelve and one-half percent (12 1/2%) discount,
        provided that Borrower and/or Guarantor delivers to Lender: (i) the
        discounted pay-off as provided in this section and (ii) a legal opinion
        acceptable to Lender opining that the delivery of the 175,000 shares in
        Guarantor is duly authorized by requisite entity action and that such
        delivery, transfer and/or issuance does not violate any state or federal
        securities laws. Contemporaneously with this Agreement, Borrower and
        Guarantor shall execute a warrant for 175,000 shares in Guarantor
        exercisable at a total price of $1.00 in the form attached as Exhibit E.
        Upon prepayment and satisfaction of the conditions in this section,
        Borrower's and Guarantor's obligations under the Loan Documents shall be
        satisfied.

           3.5.4 If and to the extent the number of shares of the Guarantor's
        stock shall be increased or reduced by a split, reverse split,
        reclassification, dividend payable in stock or the like, the number of
        shares subject to the above warrant or the price of the shares subject
        to the above warrant shall be proportionately adjusted by the
        Guarantor's Board of Directors. In the event of the sale by the
        Guarantor of substantially all its assets and the consequent
        discontinuance of business, or in the event of a merger, consolidation,
        exchange, reorganization, reclassification, extraordinary dividend,
        divestiture (including spin-off), recapitulation or liquidation of
        Guarantor (collectively referred to as a "Transaction"), the Board of
        Directors of Guarantor shall, in connection with the Board's adoption of
        the plan and/or terms of such Transaction, provide that Lender as the
        holder of the above warrant, may receive in lieu of the stock otherwise
        issuable to Lender, the same kind and amount of securities or assets as
        may be distributable upon the Transaction.

           3.5.5 On June 15, 1996, Borrower shall have the option to pre-pay the
        total amounts outstanding, in principal and interest, under the Note as
        modified herein at a ten percent (10%) discount, provided that Borrower
        and/or Guarantor delivers to Lender: (i) the discounted pay-off as
        provided in this section; (ii) a legal opinion acceptable to Lender
        opining that the delivery of the 125,000 shares in Guarantor is duly
        authorized by requisite entity action and that such delivery, transfer
        and/or issuance does not violate any state or federal securities laws.
        Contemporaneously with this Agreement, Borrower and Guarantor shall
        execute a warrant for 125,000 shares in Guarantor exercisable at a total
        price of $1.00 in the form attached as Exhibit E. Upon prepayment and
        satisfaction of the conditions in this section, Borrower's and
        Guarantor's obligations under the Loan Documents shall be satisfied.

           3.5.6 If and to the extent the number of shares of the Guarantor's
        stock shall be increased or reduced by a split, reverse split,
        reclassification, dividend payable in stock or the like, the number of
        shares subject to the above warrant or the price of the shares subject
        to the above warrant shall be proportionately adjusted by the
        Guarantor's Board of Directors. In the event of the sale by the
        Guarantor of substantially all its assets and the consequent
        discontinuance of business, or in the event of a merger, consolidation,
        exchange, reorganization, reclassification, extraordinary dividend,
        divestiture (including spin-off), recapitulation or liquidation of
        Guarantor (collectively referred to as a "Transaction"), the Board of
        Directors of Guarantor shall, in connection with the Board's adoption of
        the plan and/or terms of such Transaction, provide that Lender as the
        holder of the above warrant, may receive in lieu of the stock otherwise
        issuable to Lender, the same kind and amount of securities or assets as
        may be distributable upon the Transaction.

           3.5.7 On September 15, 1996, Borrower shall have the option to pre-
        pay the total

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        amounts outstanding, in principal and interest, under the Note as
        modified herein at a five percent (5 % ) discount, provided that
        Borrower and/or Guarantor delivers to Lender: (i) the discounted pay-off
        as provided in this section; (ii) a legal opinion acceptable to Lender
        opining that the delivery of the 50,000 shares in Guarantor is duly
        authorized by requisite entity action and that such delivery, transfer
        and/or issuance does not violate any state or federal securities laws.
        Contemporaneously with this Agreement, Borrower and Guarantor shall
        execute a warrant for 50,000 shares in Guarantor exercisable at total
        price of $1.00 in the form attached as Exhibit E. Upon prepayment and
        satisfaction of the conditions in this section, Borrower's and
        Guarantor's obligations under the Loan Documents shall be satisfied.

           3.5.8 If and to the extent the number of shares of the Guarantor's
        stock shall be increased or reduced by a split, reverse split,
        reclassification, dividend payable in stock or the like, the number of
        shares subject to the above warrant or the price of the shares subject
        to the above warrant shall be proportionately adjusted by the
        Guarantor's Board of Directors. In the event of the sale by the
        Guarantor of substantially all its assets and the consequent
        discontinuance of business, or in the event of a merger, consolidation,
        exchange, reorganization, reclassification, extraordinary dividend,
        divestiture (including spin-off), recapitulation or liquidation of
        Guarantor (collectively referred to as a "Transaction"), the Board of
        Directors of Guarantor shall, in connection with the Board's adoption of
        the plan and/or terms of such Transaction, provide that Lender as the
        holder of the above warrant, may receive in lieu of the stock otherwise
        issuable to Lender, the same kind and amount of securities or assets as
        may be distributable upon the Transaction.

   3.6  APPLICATION OF PAYMENTS. Payments received by Lender pursuant to the
terms of the Note, as amended hereby, shall be applied in the following manner:
first, to the payment of all expenses, charges, costs and fees incurred by or
payable to Lender and for which Borrower is obligated pursuant to the terms of
the Loan Documents; second, to the payment of all interest accrued to the date
of such payment; and third, to the payment of principal.  Notwithstanding
anything to the contrary contained herein, after the occurrence and during the
continuation of an event of default under any of the Loan Documents, as amended
hereby, all amounts received by Lender from any party shall be applied in such
order as Lender, in its sole discretion, may elect.

                                   ARTICLE IV

                           DEFAULT: WAIVER OF CLAIMS

   Borrower hereby acknowledges and agrees that, at the date hereof:

   4.1  Borrower is in default under the Loan Documents, provided, that such
default will be waived upon execution of this Agreement;

   4.2  Lender has properly perfected its lien, mortgage, assignments, security
interest and other interests in and to the Property;

   4.3  Borrower hereby waives and releases any and all notices, cure periods,
defenses, setoffs and claims which Borrower may be entitled to or may raise
against Lender or any other party arising out of the Loan Documents, the
administration of the Loan Documents, or any oral or written correspondence or
transactions in connection with the Loan Documents prior to the execution of
this Agreement.

                                   ARTICLE V

                    CONDITIONS PRECEDENT TO THE MODIFICATION

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   This Agreement is subject to Borrower's and Guarantor's satisfaction of the
following conditions precedent. or Lender's written waiver thereof:

   5.1  At Lender's request, Borrower shall, at Borrower's sole cost and
expense, cause the Title Company, which shall be acceptable to Lender, in its
sole discretion, to issue an endorsement to Lender's prior title insurance
policy insuring Lender's first lien on any immovable (real) property
constituting the Property, subject only to such exceptions to title as Lender
may approve ("PERMITTED EXCEPTIONS");:

   5.2  Borrower shall, at Borrower's sole cost and expense, cause a search and
update of the relevant Uniform Commercial Code records to be conducted, which
search shall show that the Lender holds a first priority security interest in
the movable (personal) property constituting the Property, and Borrower shall
execute any and all Financing Statements required by Lender in connection with
this Agreement and the modification of the Loan Documents;

   5.3  Upon Lender's request, Borrower and Guarantor shall provide Lender with
financial statements for Borrower, Guarantor and for the Business, prepared
according to past practice internally or by an independent certified public
accountant, for the last three calendar years;

   5.4  Upon Lender's request, Borrower shall provide Lender with a pro forma
projection of income and expenses for the Business for the time period between
the date of this Agreement and the Maturity Date set forth herein;

   5.5  Borrower shall pay Lender its costs and expenses in connection with this
agreement including, without limitation, reasonable attorneys' fees;

   5.6  Borrower and Guarantor shall execute, acknowledge and deliver to Lender
this Agreement, any letter instructions to the Title Company and any other
documents or instruments required by the Lender in connection with the loan
modification contemplated hereby;

   5.7  Lender shall have received any opinion of counsel required by Lender, in
its sole discretion;

   5.8  Borrower shall, in accordance with all applicable state, federal and
local regulations, properly maintain all asbestos-containing material at, in or
on the Property and shall implement an appropriate operation and maintenance
program for such asbestos-containing material in order to prevent any portion of
such asbestos-containing material from becoming friable or airborne: and

   5.9  Borrower and Guarantor shall provide Lender with such other information
as Lender may reasonably request relating to the Business.

                                   ARTICLE VI

            REPRESENTATION, WARRANTIES AND COVENANTS OF BORROWER AND

                                   GUARANTOR

   Borrower and Guarantor hereby represent, warrant and covenant to Lender that:

   6.1  Borrower and Guarantor: (i) are duly formed and validly existing and in
good standing under the laws of the State of Louisiana, Texas and Tennessee, as
applicable; and (ii) have all requisite power, authority, and capacity to enter
into this Agreement and to perform their obligations under this Agreement and
the Loan Documents, as modified hereby. As of the date hereof, this Agreement
and any

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other documents executed in connection herewith have been duly executed,
acknowledged (where necessary) and delivered to Lender by Borrower and
Guarantor. Borrower and Guarantor have delivered to Lender a Certificate of Good
Standing in the state where Borrower and Guarantor are incorporated, and a
certified copy of their bylaws, articles of incorporation and incumbency
certificate;

   6.2  This Agreement and all of the obligations of Borrower and Guarantor
hereunder are the legal, valid and binding obligations of Borrower and
Guarantor, enforceable in accordance with the terms of this Agreement;

   6.3  The execution and delivery of this Agreement and the performance of its
obligations hereunder by Borrower and Guarantor will not conflict with any
provision of any law or regulation to which Borrower or Guarantor is subject, or
conflict with, result in a breach of or constitute a default under any of the
terms, conditions or provisions of any agreement or instrument to which Borrower
or Guarantor is a party or by which they are bound, or any order or decree
applicable to Borrower or Guarantor, or result in the creation or imposition of
any lien on any of Borrower's or Guarantor's assets or property, which would
materially and adversely affect the ability of Borrower or Guarantor to carry
out their obligations under this Agreement and the Loan Documents, as modified
herein;

   6.4  There is no action, suit or proceeding pending or threatened against
Borrower, Guarantor or the Property in any court or by or before any other
government agency or instrumentality which would materially and adversely affect
the ability of Borrower or Guarantor to carry out its obligations under this
Agreement and the Loan Documents, as modified herein. The execution and delivery
of this Agreement will not result in a conflict with or violation of any law,
rule, regulation, judgment, or court order affecting Borrower, Guarantor or the
Property;

   6.5  Borrower and/or Guarantor hold fee simple title to the Property free and
clear of all encumbrances, liens, claims, leases or tenancies, except the
Permitted Exceptions and the Leases;

   6.6  The information and documents to be furnished pursuant to Article V
hereof will be true, correct, accurate and complete in all material respects;

   6.7  Borrower and/or Guarantor have not received and do not know of any
notice or demand with respect to any claim, liability or CAUSE OF ACTION ARISING
out of any facts or circumstances connected with the Property, which is not
fully covered under its insurance policies;

   6.8  Borrower and/or Guarantor have not received any notice: (i) of any
violation of any zoning, building, health or similar laws, ordinances, rules or
regulations affecting the Business; or (ii) from any insurance company or
governmental agency of any defects or inadequacies in the Business which would
adversely affect the insurability of the Business or materially increase the
cost of insuring the Business beyond that which is customarily charged for
similar businesses in the vicinity of the Business used for a similar purpose;

   6.9  All real estate taxes and all tax reports of Borrower and/or Guarantor
required by law to be filed have been duly filed and all taxes, assessments,
fees and other governmental charges relating to the Property or any of
Borrower's and/or Guarantor's properties, assets, income or franchises which are
due and payable have been paid;

   6.10  (i) To the best of Borrower's and Guarantor's knowledge, the Property
does not contain any Hazardous Substance; (ii) to the best of Borrower's and
Guarantor's knowledge, Borrower and/or Guarantor have not conducted or
authorized the generation, transportation, storage, treatment, or disposal at
the Property, of any Hazardous Substance; (iii) Borrower and/or Guarantor are
not aware of any

                                       53
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pending or threatened litigation or proceedings before any administrative agency
in which any person or entity alleges the presence, release, threat of release,
or placement on or in the Property of any Hazardous Substances; (iv) Borrower
and/or Guarantor have not received any notice of and has no actual or
constructive knowledge that any governmental authority or any employee or agent
thereof is investigating whether there is, or has determined that there has been
(1) a presence, release, threat of release, or placement on or in the Property
of any Hazardous Substance, or (2) any generation, transportation, storage,
treatment or disposal at the Property of any Hazardous Substance; and (v) there
have been no communications or agreements between Borrower and/or Guarantor and
any governmental authority or agency (federal, state or local) or any private
entity, including, but not limited to, any prior owners of the Property,
relating in any way to (1) the presence, release, threat of release, or
placement on or in the Property of any Hazardous Substance, or (2) any
generation, transportation, storage, treatment, or disposal at the Property of
any Hazardous Substance:

   6.11  Borrower and Guarantor: (i) have no intention of filing any voluntary
petition or initiating any voluntary proceedings under the Federal Bankruptcy
Code or similar state legislation or otherwise to obtain relief from creditors
in any reorganization, insolvency, receivership or similar proceedings, and (ii)
have no knowledge of any threatened involuntary bankruptcy proceedings affecting
Borrower and/or Guarantor:

   6.12  This Agreement and the transactions contemplated thereby do not
constitute a "fraudulent consequence" or "fraudulent transfer" as defined by the
laws of the United States, Louisiana, Texas or Tennessee.

   6.13  The security interests, liens and other encumbrances created by the
Loan Documents and the lien of the any mortgages or deeds of trust listed as a
Security Document are valid and subsisting and shall remain an enforceable and
valid lien against the Property;

   6.14  The condition (financial or otherwise) of the Business or any part
thereof, whether or not insured against, has not been materially adversely
affected in any manner since December 31, 1995, as shown on the income and
expense statement of such date for the Property, which statement was true and
correct as of the date thereof:

   6.15  Except for the defaults of Borrower and/or Guarantor which will be
cured by this Agreement, no event has occurred or is continuing and no condition
exists which constitutes or which after notice or lapse of time, or both, would
constitute an event of default by Borrower, Guarantor or Lender under the Loan
Documents, as modified hereby;

   6.16  The fee paid to any Guarantor for management of the Business in any
year does not exceed $60,000.00 for the Business of RSG or $75,000.00 for the
Business of SGBL;

   6.17  Borrower and/or Guarantor currently have in force insurance policies
covering the Property which comply with the property insurance requirements set
forth in the Loan Documents;

   6.18  Borrower and/or Guarantor do not have the right to disbursement of
additional loan proceeds or future advances with respect to the loan represented
by the Loan Documents;

   6.19  As of the date hereof, the Loan Documents, as amended hereby and any
other documents executed in connection herewith constitute all of the documents
and agreements evidencing, securing, governing or otherwise relating to the loan
represented by the Loan Documents prior to the date hereof. Without limitation
on the foregoing, there has been no modification, extension, release, waiver,

                                       54
<PAGE>
 
assumption, or supplement to or of the Loan Documents, with the exception of the
amendments and the provisions being effected by this Agreement;

   6.20  The loan represented by the Loan Documents is not cross-collateralized
or cross-defaulted with any other loan; and

   6.21  Borrower shall provide to Lender on or before the 20th of each month
during the term of the loan represented by the Loan Documents a true and correct
income and expense statement for the Property for the calendar year ended
immediately prior to such date, in form and substance satisfactory to Lender and
certified to be true and correct by Borrower.

   6.22  All representations and warranties contained in this Article VI or
elsewhere in this Agreement shall survive the closing of the restructuring
transactions contemplated herein.

   6.23  Guarantor represents and warrants that it has pledged and granted (and
does hereby grant) a continuing security interest to Lender, its successors and
assigns, in all the outstanding shares of stock in RSG and SGBL to secure the
loan represented by the Loan Documents and all other obligations to Lender, its
successors and assigns. All outstanding shares of stock in RSG & SGBL have been
delivered to Lender, and the pledge is noted on the books and records of RSG &
SGBL.

                                  ARTICLE VII

                                    RELEASE

   7.1  Borrower, Guarantor and their successors and assigns each hereby forever
release, discharge and acquit the Lender, its parents, subsidiary and affiliate
corporations of each of the foregoing, and each of the respective officers,
directors, shareholders, agents, employees, representatives, consultants,
attorneys, fiduciaries, servants, predecessors, successors, heirs, and assigns
of each of the foregoing (collectively, the "RELEASED PARTIES"), of and from any
and all claims, demands, obligations, liabilities, indebtedness, breaches of
contract, breaches of duty or any relationship, acts, omissions, misfeasance,
malfeasance, cause or causes of action, debts, sums of money, accounts,
compensations, contracts, controversies, promises, damages, costs, losses and
expenses, of every type, kind, nature, description or character, and
irrespective of how, why, or by reason of what facts, arising heretofore or now
existing, of whatever kind or nature, whether known or unknown, suspected or
unsuspected, liquidated or unliquidated, each as though fully set forth herein
at length, which in any way arise out of, are connected with or relate to (i)
the loan represented by the Loan Documents; (ii) the Loan Documents; (iii) this
Agreement; (iv) the Financing Statement; or (v) any action or inaction of any
Person or entity released hereunder with respect to the loan represented by the
Loan Documents, the Loan Documents or this Agreement.

   7.2  In connection with the foregoing release, Borrower and Guarantor hereby
agree, represent and warrant that they realize and acknowledge that factual
matters now unknown to it may have given or may hereafter give rise to causes of
action, claims, demands, debts, controversies, damages, costs, losses and
expenses which are presently unknown, unanticipated and unsuspected, and it
further agrees, represents and warrants that this release has been negotiated
and agreed upon in light of that realization and that it nevertheless hereby
intends to release, discharge and acquit the parties set forth hereinabove from
any such unknown causes of action, claims, demands, debts, controversies,
damages, costs, losses and expenses which are in any way related to: (i) the
loan represented by the Loan Documents; (ii) the Loan Documents; (iii) this
Agreement; (iv) the Financing Statement; and (v) any action or inaction of any
Person or entity released hereunder with respect to the loan represented by the
Loan Documents, the Loan Documents or this Agreement.

                                       55
<PAGE>
 
                                  ARTICLE VIII

                             NO TRANSFER OF CLAIMS

    Borrower and Guarantor represent and warrant that neither Borrower nor
Guarantor has heretofore assigned or transferred, or purported to assign or to
transfer, to any Person any matter released hereunder or any portion thereof or
interest therein, and Borrower and Guarantor agree to indemnify, defend and hold
the Released Parties harmless from and against any and all claims based on or
arising out of any such assignment or transfer or purported assignment or
transfer.

                                   ARTICLE IX

                              CONSENT OF GUARANTOR

    Guarantor hereby consents to the modifications contained in this
Agreement and acknowledges that the Guaranty dated December 14, 1989, between
Guarantor and NCNB Texas National Bank, N.A., is not affected by or modified by
this Agreement, and remains in full force and effect, enforceable in favor of
Lender, its successors and assigns, in accordance with its terms.

                                   ARTICLE X

                             RATIFICATION OF PLEDGE

    10.1  Borrower acknowledges, represents and warrants that pledge of
that certain Collateral Mortgage Note dated December 14, 1989 by Borrower in the
original principal amount of $2,000,000.00 ("NCNB Collateral Note") on December
14, 1989, pursuant to that certain Act of Pledge of Collateral Mortgage Note
dated December 14, 1989, as restated and amended pursuant to that certain
Amended and Restated Act of Pledge of Collateral Mortgage Note dated in January,
1990 as amended by that certain First Amendment to Amended and Restated Act of
Pledge of Collateral Mortgage Note dated effective as of September 30, 1995
(collectively the "NCNB Pledge Agreement") was a pledge granted in favor of NCNB
Texas National Bank, its successor and assigns, including Lender and that such
pledge was granted to secure not only all present and future obligations of
Borrower, its successors or assigns in favor of and/or advances to Borrower, its
successors or assigns by NCNB Texas national Bank, but also all present and
future obligations of Borrower its successors or assigns in favor of, and/or
advances to Borrower, its successors or assigns, by the successors and assigns
of NCNB Texas National Rank

    10.2  Borrower acknowledges, represents and warrants that the security
interest granted in that certain Collateral Mortgage Note dated November 4, 1993
by Borrower in the original principal amount of $500,000.00 (the "FDIC
Collateral Note"), pursuant to that certain Act of Pledge of Collateral Mortgage
Note (Security Agreement) dated in November, 1993, (the "FDIC Pledge Agreement")
was a security interest granted in favor of the Federal Deposit Insurance
Corporation (the "FDIC"), its successors and assigns, including Lender and that
such security interest was granted to secure not only all present and future
obligations of Borrower, its successors or assigns in favor of and/or advances
to Borrower, its successors or assigns, by the FDIC, but also all present and
future obligations of Borrower, its successors or assigns in favor of, and/or
advances made to Borrower, its successors or assigns, by the successors or
assigns of the FDIC.

    10.3  Borrower acknowledges that: (i) Lender and its predecessors in
title have held the NCNB Collateral Note and the FDIC Collateral Note
(collectively the "Collateral Notes"); (ii) the Collateral Notes have been
continuously held and remain in possession of Lender and its predecessors; (iii)
pursuant to applicable Louisiana law, including without limitation, Louisiana
Civil Code Article 3158, the

                                       56
<PAGE>
 
obligations of Borrower, its successor or assigns under the pledge of the NCNB
Collateral Note are entitled to retroactive ranking back to the date of the
original pledge, December 14, 1989, (iv) pursuant to applicable Louisiana law,
including without limitation, Chapter 9 of the Louisiana Commercial laws (La.
R.S. (S)(S)10:9-101 et seq.), the obligations of Borrower, its successors or
assigns, secured by the security interest granted in the FDIC Collateral Note
are entitled to retroactive ranking back to the date of the granting of the
original security interests November 4. 1993.

    10.4  Borrower hereby ratifies, confirms and acknowledges the pledge
of the NCNB Collateral Note and the security interest granted in the FDIC
Collateral Note, and, in addition to, but not in lieu of the foregoing, hereby
grants a continuing security interest in the Collateral Notes in favor of
Lender, its successors and assigns, in order to secure any and all present or
future obligations of Borrower and/or Guarantor, their successors or assigns in
favor of Lender its successors or assigns.

    10.5  Borrower further acknowledges the rights of Lender and the
rights of Lender's successors and assigns to enforce the Collateral Notes and
all accessories or accessory obligations thereto.

                                   ARTICLE XI

                                 MISCELLANEOUS

    11.1  LENDER'S REPRESENTATIONS AND WARRANTIES. Lender represents and 
warrants that it is the holder and owner of the Note

    11.2  LEGAL OPINION. Simultaneously with the execution of this Agreement, if
requested by Lender, Lender shall have received from legal counsel retained by
Borrower and acceptable to Lender an opinion of counsel ("LEGAL OPINION")
covering the following matters: (a) the due authorization of this Agreement and
any other documents executed in connection herewith in accordance with their
respective terms; (b) the validity and enforceability of this Agreement; (c)
compliance with applicable usury laws; (d) the due organization and valid legal
existence of Borrower and Guarantor; (e) the existence of, or the nonexistence
of, any requirement for any consent of any governmental authority in connection
with the execution, delivery or performance of this Agreement and any other
documents executed in connection herewith, (f) the execution of this Agreement
will not materially impair the security for the loan represented by the Loan
Documents (including, but not limited to, the continued validity and
enforceability of any guaranty given as security for the loan represented by the
Loan Documents) and (g) such other matters incident to the transaction
contemplated herein as Lender may reasonably request.

    11.3   USURY SAVINGS CLAUSE. Notwithstanding anything to the contrary
contained elsewhere in this Agreement, Borrower, Guarantor and Lender hereby
agree that all agreements between them under this Agreement and with respect to
the loan represented by the Loan Documents, whether now existing or hereafter
arising and whether written or oral, are expressly limited so that in no
contingency or event whatsoever shall the amount paid, or agreed to be paid, to
Lender for the use, forbearance, or detention of the money loaned to Borrower,
or for the performance or payment of any covenant or obligation contained herein
or therein, exceed the maximum rate of interest under applicable law ("Maximum
Rate"). If from any circumstance whatsoever, fulfillment of any provisions of
this Agreement at the time performance of such provisions shall be due shall
involve transcending the limit of validity prescribed by law, then,
automatically, the obligation to be fulfilled shall be reduced to the limit of
such validity, and if from any such circumstance Lender should ever receive
anything of value deemed interest by applicable law which would exceed the
Maximum Rate, such excessive interest shall be applied to the reduction of the
principal amount owing with respect to the loan represented by the Loan
Documents or on account of the other indebtedness secured by the Loan Documents
and not to the payment of interest, or if such excessive interest exceeds the
unpaid principal balance of the loan represented by the Loan Documents

                                       57
<PAGE>
 
and such other indebtedness, such excess shall be refunded to Borrower. All sums
paid or agreed to be paid to Lender for the use, forbearance, or detention of
the loan represented by the Loan Documents and other indebtedness of Borrower to
Lender shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full term of such indebtedness until payment
in full so that the actual rate of interest on account of all such indebtedness
is uniform throughout the actual term of the loan represented by the Loan
Documents or does not exceed the Maximum Rate throughout the entire term of the
loan represented by the Loan Documents, as appropriate. By execution of this
Agreement, Borrower acknowledges that it believes the loan represented by the
Loan Documents to be non-usurious and agrees that, if at any time Borrower
should have reason to believe that the loan represented by the Loan Documents is
in fact usurious, Borrower will give Lender notice of such condition, and
Borrower agrees that Lender shall have ninety (90) days after receipt of such
notice in which to make appropriate refund or other adjustment in order to
correct such condition if in fact such condition exists. The terms and
provisions of this Section 11.2 shall control every other provision of this
Agreement and all other agreements between Borrower. Guarantor and Lender.

    11.4  FURTHER ASSURANCES. Borrower and Guarantor further assure the
Lender that Borrower and/or Guarantor will execute such other documents as may
be required by Lender, in its sole discretion, to complete this Agreement or to
accomplish the intended purpose of this Agreement.

    11.5  NO WAIVER. Borrower and Guarantor acknowledge that by accepting
payment of any sums set forth herein to be paid by Borrower, Lender does not
waive in any manner Lender's right to require prompt payment when due of all
other sums evidenced by the Note and secured by the Loan Documents, as modified
herein, and to declare a default for failure of Borrower to comply fully with
the terms and conditions of the Note and the Loan Documents.  A waiver of any
default of Borrower under the Note or the Loan Documents, as modified, shall not
be or be deemed to be a waiver of any other or similar default by Borrower after
such waiver.

    11.6  NOTICES. Any notice, demand, request or other communication
which any party hereto may be required or may desire to give under this
Agreement shall be in writing and shall be deemed to have been properly given
(a) if hand delivered (effective upon delivery), (b) if mailed (effective three
(3) days after mailing) by United States registered or certified mail, postage
prepaid, return receipt requested, (c) if sent by a nationally recognized
overnight delivery service (effective one (1) day after delivery to such
courier), or (d) if sent by facsimile (effective upon confirmation of
transmission); provided that the notice is also sent and received by U.S. Mail,
in each case addressed as follows:

    If to Lender:

      NATIONAL LOAN INVESTORS, L.P.
      3030 N.W. Expressway Suite 1322
      Oklahoma City OK 73112
      Attention: Patrick P. Morrissey
      Facsimile: (405) 947-4403

   If to Borrower:

      RADIOSUNGROUP OF BRYAN/COLLEGE STATION, INC.
      #26 Manor East Mall 701 Villa Marie
      Bryan, Texas 77805
      Attention: John W. Biddinger

                                       58
<PAGE>
 
   Facsimile: 409-823-5597

      SUNGROUP BROADCASTING OF LOUISIANA, INC.
      725 Austin Place
      Shreveport, Louisiana 71101
      Attention: John W. Biddinger
      Facsimile: 318-227-8020

   If to Guarantor:

      SUNGROUP, INC.
      9102 North Meridian Street, Suite 545
      Indianapolis, Indiana 46260
      Attention: John W. Biddinger
      Facsimile: 317-844-7425

or such other address which any party entitled to receive notice hereunder
designates by notice to the others.

   11.7  SUCCESSORS AND ASSIGNS. This Agreement and all provisions hereof,
including but not limited to all representations and warranties made herein,
shall extend to and be binding upon and inure to the benefit of the respective
heirs, legatees, legal representatives, successors and assigns of the parties
hereto.

   11.8  WAIVER OF JURY TRIAL. LENDER, GUARANTOR AND BORROWER HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EACH MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF LENDER,
GUARANTOR OR BORROWER WITH RESPECT THERETO. THIS PROVISION SETS FORTH THE MUTUAL
DESIRE OF LENDER, GUARANTOR AND BORROWER TO AVOID DELAYS IN THE RESOLUTION OF
DISPUTES INVOLVING THIS AGREEMENT. BORROWER AND GUARANTOR ACKNOWLEDGE THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THIS AGREEMENT

   11.9  MODIFICATION OF OTHER LOAN DOCUMENTS. The Loan Documents are hereby
modified in accordance with this Agreement. All references to A PARTICULAR LOAN
Document in the Loan Documents shall be deemed to refer to said Loan Document as
amended by this Agreement.

   11.10  ATTORNEYS' FEES. Borrower and/or Guarantor shall reimburse Lender for
all reasonable attorneys' fees and expenses, arising from and after the date
hereof, incurred by Lender in connection with the enforcement of Lender's rights
under this Agreement and each of the other Loan Documents, as modified hereby
including, without limitation, reasonable attorneys' fees and disbursements for
trial, appellate proceedings, out-of-court workouts and settlements or for
enforcement of rights under any state or federal statute, including, without
limitation, reasonable attorneys' fees incurred in bankruptcy and insolvency
proceedings such as in connection with seeking relief from stay in a bankruptcy
proceeding. Borrower's and Guarantor's reimbursement obligation shall be part of
the indebtedness secured by the Loan Documents.

                                       59
<PAGE>
 
   11.11  DISCLAIMER OF NOVATION, EXTINGUISHMENT AND DISCHARGE. Except as
expressly set forth herein, the parties hereto expressly disclaim any intent to
effect a novation or an extinguishment or discharge of any of the Borrower's
obligations under the Loan Documents. Except as expressly modified hereby, each
Loan Document remains in full force and effect and is hereby confirmed and
ratified in all respects.

   11.12  ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties relating to the transactions contemplated hereby, and all prior or
contemporaneous agreements, understandings, representations and statements, oral
or written, are merged herein. No modification or amendment of this Agreement or
any waiver of any provision hereof shall be effective, unless the same is in
writing signed by the party against whom enforcement of such modification,
amendment or waiver is sought.

   11.13  SEVERABILITV. If any of the provisions of this Agreement or the
application thereof to any persons or circumstances shall, to any extent, be
deemed invalid or unenforceable, the remainder of this Agreement and the
application of such provisions to persons or circumstances other than those as
to whom or which it is held invalid or unenforceable shall not be affected
thereby, and every provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.

   11.14  VOLUNTARY EXECUTION. Borrower and Guarantor have thoroughly read and
reviewed the terms and provisions of this Agreement and is familiar with the
same, have executed this Agreement voluntarily, in the absence of coercion or
duress, have been represented by counsel in the negotiation and delivery of this
Agreement, and understands the terms hereof and intends to be legally bound by
the same. Borrower and Lender have negotiated this Agreement at arms-length and
no provision is to be construed more strictly against one party than the other.

   11.15  NO JOINT VENTURE. Nothing in this Agreement shall be construed as
creating a partnership, joint venture or any other relationship between
Borrowers Guarantor or the Lender.

   11.16  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Louisiana, without reference to any
principles of choice of laws or conflicts of laws.

   11.17  COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be an original, but all of which together
shall constitute one original instrument.

   THUS DONE AND PASSED, ON THE 19/TH/ OF MARCH, 1996, IN THE STATE OF INDIANA
PARISH/COUNTY OF MARION, CITY OF INDIANAPOLIS IN PRESENCE OF THE UNDERSIGNED
NOTARY AND THE UNDERSIGNED COMPETENT WITNESSES, WHO HEREUNTO SIGN THEIR NAMES
WITH RSG AND ME AFTER READING OF THE WHOLE.
 
WITNESS:
 
X  /S/  MARILYN HINKLE 3-19-96
   --------------------------- 
X  /S/  JOHN E. SOUTHWOOD, JR. 3/19/96
   -----------------------------------
 
                                          RADIOSUNGROUP OF BRYAN/COLLEGE
                                          STATION, INC., A TEXAS CORPORATION
 
 

                                       60
<PAGE>
 
                                          BY:  /S/  JOHN W. BIDDINGER 3/19/96
                                               ------------------------------
                                               NAME:  JOHN W. BIDDINGER
                                               TITLE:  PRESIDENT

  /S/  LINDA L. MCCLARA
-----------------------
NAME
NOTARY PUBLIC
MY COMMISSION EXPIRES:  3-12-2000
                        ---------

(SEAL)

                                       61
<PAGE>
 
THUS DONE AND PASSED, ON THE 19/TH/ OF MARCH, 1996, IN THE STATE OF INDIANA
PARISH/COUNTY OF MARION, CITY OF INDIANAPOLIS IN PRESENCE OF THE UNDERSIGNED
NOTARY AND THE UNDERSIGNED COMPETENT WITNESSES, WHO HEREUNTO SIGN THEIR NAMES
WITH RSG AND ME AFTER READING OF THE WHOLE.
 
WITNESS:
 
X  /S/  MARILYN HINKLE 3-19-96
   ---------------------------
 
X  /S/  JOHN E. SOUTHWOOD, JR. 3/19/96
   ----------------------------------- 
                                          RADIOSUNGROUP OF BRYAN/COLLEGE
                                          STATION, INC., A TEXAS CORPORATION
 
                                          BY: /S/  JOHN W. BIDDINGER 3/19/96
                                              ------------------------------
                                              NAME:  JOHN W. BIDDINGER
                                              TITLE:  PRESIDENT

/S/  LINDA L. MCCLARA
---------------------
NAME
NOTARY PUBLIC
MY COMMISSION EXPIRES:  3-12-2000
                        ---------

(SEAL)

                                       62
<PAGE>
 
   THUS DONE AND PASSED, ON THE 19/TH/ OF MARCH, 1996, IN THE STATE OF INDIANA
PARISH/COUNTY OF MARION, CITY OF INDIANAPOLIS IN PRESENCE OF THE UNDERSIGNED
NOTARY AND THE UNDERSIGNED COMPETENT WITNESSES, WHO HEREUNTO SIGN THEIR NAMES
WITH RSG AND ME AFTER READING OF THE WHOLE.
 
WITNESS:
 
X  /S/  MARILYN HINKLE 3-19-96
   ---------------------------
 
X  /S/  JOHN E. SOUTHWOOD, JR. 3/19/96
   -----------------------------------
 
                                          RADIOSUNGROUP OF BRYAN/COLLEGE
                                          STATION, INC., A TEXAS CORPORATION
 
                                          BY:  /S/  JOHN W. BIDDINGER 3/19/96
                                               ------------------------------
                                               NAME:  JOHN W. BIDDINGER
                                               TITLE:  PRESIDENT

 /S/  LINDA L. MCCLARA
----------------------
NAME
NOTARY PUBLIC
MY COMMISSION EXPIRES:  3-12-2000
                        ---------

(SEAL)

                                       63
<PAGE>
 
    THUS DONE AND PASSED, ON THE ____________ DAY, OF ____________, 1996,
IN THE STATE OF _____________, PARISH/COUNTY OF _____________, CITY OF
______________IN PRESENCE OF THE UNDERSIGNED NOTARY AND THE UNDERSIGNED
COMPETENT WITNESSES, WHO HEREUNTO SIGN THEIR NAMES WITH GUARANTOR AND ME AFTER
READING OF THE WHOLE.

WITNESSES:

X
 -----------------------------

X
 -----------------------------

                                          NATIONAL LOAN INVESTORS, L.P.,
                                          A DELAWARE LIMITED PARTNERSHIP

                                          BY:
                                             ------------------------------
                                             NAME: PAUL G. HEAFY
                                             TITLE: MANAGING GENERAL PARTNER

                                       64
<PAGE>
 
       THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
       NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
       "ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED EXCEPT (i)
       PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii)
       UPON FIRST FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY
       TO IT THAT SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION
       REQUIREMENTS OF THE ACT OR ANY SECURITIES?IJRTTTF..S LAW.

Warrant No W-1

                         COMMON STOCK PURCHASE WARRANT

                           To Subscribe for Shares of

                                  Common Stock

                                       of

                                 SunGroup, Inc.

                            a Tennessee corporation

  THIS CERTIFIES THAT, for value received, National Loan Investors, L.P. (the
"Holder") is entitled to subscribe for and purchase from SunGroup, Inc., a
Tennessee corporation (the "Company") the number of shares of the Company's
Common Stock, $0.00 par value set forth below (the "Shares") at a price of $1.00
(the "Warrant Price") at the times specified below, but in no event later than
5:00 p.m. (CDT) on September 15, 1996 (or the next following business day if
such day is not a business day), subject to the terms and conditions stated in
this Warrant. At the time of issuance of this Warrant and excluding the shares
issuable under this Warrant, the Company has outstanding on a fully diluted and
converted basis 13,183,462 shares of Common Stock.

  1.   Exercise of Warrant.
       ---------------------

  The rights represented by this Warrant may be exercised by the Holder hereof
in whole or in part (provided that this Warrant may not be exercised for
fractional shares) by the surrender to the Company of this Warrant and delivery
of an executed Subscription Notice in the form attached hereto to the Company at
its principal office at any time or times within the periods specified in
Paragraph 2 below, accompanied by payment for the Shares so subscribed for by
(a) delivery of cash or certified or bank checks in lawful money of the United
States; and (b) written cancellation of all of the principal, interest and
expenses due Holder under that certain Second Amended and Restated Promissory
Note dated September 30, 1993, in the original principal amount of $2,205,509.02
made by SunGroup Broadcasting of Louisiana, Inc. (SGBL) and RadioSunGroup of
Bryan College Station, Inc. (RSG).

  2.   Number of Shares Subject to Warrant.
       ----------------------------------- 

                                       65
<PAGE>
 
  The number of Shares that may be purchased by the Holder of this Warrant upon
exercise shall be 250,000, 175,000, 125,000 or 50,000. This Warrant shall only
be executed on the terms and conditions set forth in Paragraphs 3.5.1, 3.5.3,
3.5.5, or 3.5.7 of that certain Act of Loan Modification and Acknowledgment
dated effective as of December 15, 1995, between and among RadioSunGroup of
Bryan/College Station, Inc., SunGroup Broadcasting of Louisiana, Inc., the
Company and Holder. If this Warrant is not exercised on or before the date
specified in Paragraph 3.5.1, 3.5.3, 3.5.5, or 3.5.7 of such Act of Loan
Modification and Acknowledgment, then this Warrant shall be void and of no
further force and effect.

  Provided, that the number of shares that the Holder of this Warrant may
purchase shall be reduced from 250,000 shares to 175,000 if not exercised on or
before March 15, 1996. Provided, further, that the number of shares that the
Holder of this Warrant may purchase shall be reduced from 175,000 shares to
125,000 if not exercised on or before May 15, 1996. Provided, further, that the
number of shares that the Holder of this Warrant may purchase shall be reduced
from 125,000 shares to 50,000 if not exercised on or before June 15, 1996. All
rights hereunder terminate if this Warrant is not exercised on or before
September 15, 1996. Once exercised, this Warrant shall terminate and be null and
void.

  3.   Validity of Issue.
       ----------------- 

  The Company warrants and agrees that all Shares of Common Stock which may be
issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be fully paid and non-assessable and free from all taxes, liens and
charges with respect to the issue thereof. The Company further warrants and
agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved a sufficient number of shares of Common Stock to provide for the
exercise of the rights represented by this Warrant.

  4.   INVESTMENT REPRESENTATION.
       ------------------------- 

  THE HOLDER BY ACCEPTING THIS WARRANT REPRESENTS THAT THIS WARRANT IS ACQUIRED
FOR THE HOLDER'S OWN ACCOUNT FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO ANY
OFFERING OR DISTRIBUTION AND THAT THE HOLDER HAS NO PRESENT INTENTION OF SELLING
OR OTHERWISE DISPOSING OF THIS WARRANT OR THE UNDERLYING SHARES. UPON EXERCISE,
THE HOLDER WILL CONFIRM IN RESPECT OF SECURITIES OBTAINED UPON SUCH EXERCISE,
THAT IT IS ACQUIRING SUCH SECURITIES FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO
ANY OFFERING OR DISTRIBUTION IN VIOLATION OF APPLICABLE SECURITIES LAWS.

  5.   Adjustments to the Number of Shares and Warrant Price.
       ----------------------------------------------------- 

  The kind of securities purchasable upon the exercise of this Warrant, the
Warrant Price and the number of shares purchasable upon exercise of this Warrant
shall be subject to adjustment from time to time upon the occurrence of certain
events as specified in Paragraph 3.5.2, 3.5.4, 3.5.6 and 3.5.8 of that certain
Act of Loan Modification and Acknowledgment dated as of December 15, 1995

  6.   Issuance of Additional Capital Stock
       -------------------------------------

  The Company shall give to the Holder at least 10 days' prior written notice,
by first class mail, postage prepaid, addressed to the Holder at its address
registered on the books of the

                                       66
<PAGE>
 
Company, of the record date for determining the Holders of Shares who shall be
granted rights for or to purchase, or any Options for the purchase of, any
capital stock of the Company or evidences of indebtedness, or other securities
directly or indirectly convertible into or exchangeable for Common Stock, to the
end that the Holder may exercise its rights to acquire Common Stock under this
Warrant, by delivery of an executed Subscription Notice in accordance with
Section 1 prior to said record date, and may thereby receive the same rights as
other holders of Common Stock on said record date

  7.   Rights and Benefits of Other Agreements
       ----------------------------------------

  The Shares purchasable or purchased upon exercise of this Warrant shall only
be issued on the terms and conditions set forth in that certain Act of Loan
Modification and Acknowledgment dated as of December 15, 1995.]

  8.   Miscellaneous
       --------------

       8.1. Definition. As used herein the term "Common Stock" shall mean and
  include the Company's presently authorized Common Stock, $0.00 par value, and
  stock of any other class into which such presently authorized Common Stock may
  hereafter be changed.

       8.2. No Rights as Stockholder. This Warrant shall not entitle the Holder
  hereof to any voting rights or other rights as a stockholder of the Company,
  or to any other rights whatsoever except the rights herein expressed, and no
  cash dividend paid out of earnings or surplus or interest shall be payable or
  accrue in respect of this Warrant or the interest represented hereby or the
  Shares which may be subscribed for and purchased hereunder until and unless
  and except to the extent that the rights represented by this Warrant shall be
  exercised.

       8.3. Replacement Warrants. This Warrant is exchangeable, upon the
  surrender hereof at the office or agency of the Company, for new Warrants of
  like tenor representing in the aggregate the right to subscribe for and
  purchase the number of shares which may be subscribed for and purchased
  hereunder, each of such new Warrants to represent the right to subscribe for
  and purchase such number of shares as shall be designated by said Holder
  hereof at the time of such surrender.

  9.   Transfer and Registration
       --------------------------

       9.1. Compliance with Securities Laws. Without limiting any of the
  Company's rights under Paragraph 9.2 below, if any proposed transfer of this
  Warrant, in whole or in part, or the Shares issuable upon exercise of this
  Warrant might reasonably involve a public offering of the same contrary to the
  investment representations in Section 4, the Company may require, as a
  condition precedent to such transfer, an opinion of counsel, satisfactory to
  it, that the proposed transfer will not involve a public offering which is
  required to be registered under the Securities Act of 1933. However no such
  requirement shall be imposed during such time as a new registration statement
  or a post-effective amendment thereof covering the Shares or part thereof
  being transferred is in effect.

       9.2. Transfer. Without limiting any rights of the Company under Section
  9.1 hereof, this Warrant and all rights hereunder are non-transferable without
  the prior written consent of the Company. Without limiting the foregoing, this
  Warrant shall not be detached

                                       67
<PAGE>
 
  (and no rights arise independent) from that certain Act of Loan Modification
  and Acknowledgment dated December 15, 1995.

  IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
President and its corporate seal to be hereunto affixed, and attested by its
Secretary as of the 15th day of December, 1995.

                                          SUNGROUP, INC.



                                          By:    /s/ John W. Biddinger
                                                 -------------------------------

                                          Title: President
                                                 -------------------------------



(SEAL)

Attest:

/s/ John E. Southwood, Jr.
-----------------------------  
Secretary

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<PAGE>
 
                          FORM OF SUBSCRIPTION NOTICE
                   (To be signed only on exercise of Warrant)

TO: _______________________________

     The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder, _______________
shares of Common Stock of ______________________ and herewith makes payment of
$_____________ therefor in cash and requests that the certificates for such
shares be issued in the name of, and delivered to ___________________ whose
address is ________________________ and whose taxpayer identification number is
________________________.

Dated:

_________                     _____________________________
                              (Signature must conform to name of
                              holder as specified on the face of this Warrant)

_________                     _____________________________

_________                     _____________________________

                              (Address)

                           _________________________

                               FORM OF ASSIGNMENT

                   (To be signed only on transfer of Warrant)

     For value received, the undersigned hereby sells, assigns, and
transfers unto _________________ the right represented by the within Warrant to
purchase _______________ shares of Common Stock of ___________________ to which
the within Warrant relates, and appoints __________________ as its Attorney to
transfer such right on the books of __________________ with full power of
substitution in the premises.

Dated:

                              ______________________________________
                              (Signature must conform to name of
                              holder as specified on the face of this Warrant)

Signed in the presence of:

___________________________

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